Report of Independent Registered Public Accounting Firm
The Unitholder
DB Oil Master Fund:
We have audited the accompanying
statement of financial condition of DB Oil Master Fund (the Master Fund) as of December 31, 2006. This statement of financial condition is the responsibility of the Master Funds management. Our responsibility is to express an opinion on
this statement of financial condition based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of DB Oil Master Fund as of December 31, 2006, in conformity with U.S.
generally accepted accounting principles.
/s/ KPMG LLP
New
York, New York
March 14, 2007
186
DB OIL MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statement of Financial
Condition
December 31, 2006
|
|
|
|
Assets
|
|
|
|
Cash held by Commodity Broker
|
|
$
|
2,030
|
|
|
|
|
Total assets
|
|
$
|
2,030
|
|
|
|
|
Liabilities and Unitholders Capital
|
|
|
|
Due to PowerShares DB Oil Fund
|
|
$
|
1,000
|
|
|
|
|
Total liabilities
|
|
|
1,000
|
|
|
|
|
Unitholders Capital
|
|
|
1,030
|
|
|
|
|
Total liabilities and unitholders capital
|
|
$
|
2,030
|
|
|
|
|
See accompanying notes to statement of financial condition.
187
DB OIL MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of
Financial Condition
December 31, 2006
DB Oil Master Fund (the Master
Fund), an indirect wholly owned subsidiary of Deutsche Bank AG (DBAG), was formed as a separate series of DB Multi-Sector Commodity Master Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006, and has not yet
commenced operations. The Master Fund will offer common units of beneficial interest (the Units), and the only Unitholders will be PowerShares DB Oil Fund (the Fund) and DB Commodity Services LLC (the Managing Owner). The Fund, an
indirect wholly owned subsidiary of DBAG, was formed as a separate series of PowerShares DB Multi-Sector Commodity Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006, and has not yet commenced operations. The
only capital contributed to the Master Fund as of December 31, 2006 is a capital contribution of $1,000 by the Managing Owner whereby 40 general units were issued to the Managing Owner for its capital contribution. The Managing Owner, a wholly
owned subsidiary of DBAG, serves as the managing owner, commodity pool operator and commodity trading advisor of the Master Fund and the Fund. The Managing Owner and the Unitholders share in any profits, losses and expenses of the Master Fund in
proportion to the percentage interest owned by each.
The Master Fund will invest the proceeds from the offering of Units by trading
exchange traded futures on the commodities comprising the Deutsche Bank Liquid Commodity IndexOptimum Yield Crude Oil Excess Return (DBLCI-OY CL ER, or the Index), with a view to tracking the changes, positive and negative of the
Index over time. The Master Funds portfolio also will include U.S. Treasury securities for deposit with the Master Funds commodities brokers as margin and other high credit quality short-term fixed income securities.
The Index, which intends to reflect the Crude Oil sector, is comprised of and tracks the change in the market value of Sweet Light Crude Oil (WTI).
(2)
|
Summary of Significant Accounting Policies
|
The accompanying
statement of financial condition has been prepared in conformity with U.S. generally accepted accounting principles.
The preparation of the
statement of financial condition in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the statement of financial condition. Actual results could differ from those estimates.
|
(c)
|
Cash held by Commodity Broker
|
Deutsche Bank
Securities Inc. (a wholly owned subsidiary of Deutsche Bank AG and a related party to the Master Fund), a Delaware corporation, serves as the commodity broker of the Master Fund (the Commodity Broker). The Master Fund defines cash held by the
Commodity Broker on its behalf to be highly liquid investments, with original maturities of three months or less.
188
DB OIL MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
The Master Fund and the Fund
will be classified as a partnership and a grantor trust, respectively, for U.S. federal income tax purposes. Accordingly, neither the Master Fund, nor the Fund will incur United States federal income taxes. No provision for federal, state, and
local income taxes has been made in the accompanying statement of financial condition, as each investor will be individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain,
loss, deductions and other items.
(3)
|
The Offering of the Units
|
Master Fund Units may be
purchased from the Master Fund only by the Fund in one or more blocks of 200,000 Master Fund Units (Master Unit Basket). The Master Fund will issue Master Unit Baskets only to the Fund continuously, as of noon, New York time, on the business day
immediately following the date on which a valid order to create a Master Unit Basket is accepted by the Master Fund, at the net asset value of 200,000 Master Fund Units as of the closing time of the American Stock Exchange (Amex) or the last to
close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid order to create a Master Unit Basket is accepted by the Master Fund.
|
(a)
|
Organization and Offering Expenses
|
Expenses
incurred in connection with organizing the Fund and the Master Fund and the initial offering of its shares are paid by the Managing Owner. Expenses incurred in connection with the continuous offering of shares of the Fund after the commencement of
the Master Funds trading operations will also be paid by the Managing Owner.
The Master Fund will pay the
Managing Owner a management fee (the Management Fee), monthly in arrears, in an amount equal to 0.50% per annum of the net asset value of Master Fund. No separate management fee will be paid by any Fund. The Management Fee will be paid in
consideration of the Managing Owners commodity futures trading advisory services.
|
(c)
|
Brokerage Commissions and Fees
|
The Master
Fund will pay to the Commodity Broker all brokerage commissions, including applicable exchange fees, National Futures Association fees, give up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with its
trading activities. The Commodity Brokers brokerage commissions and trading fees will be determined on a contract by contract basis.
|
(d)
|
Routine Operational, Administrative and Other Ordinary Expenses
|
The Managing Owner will pay all routine operational, administrative and other ordinary expenses of the Fund and the Master Fund, including, but not limited to, computer services, the fees and expenses of the Trustee
(Wilmington Trust Company), legal and accounting fees and expenses, tax preparation expenses, filing fees, and printing, mailing and duplication costs.
189
DB OIL MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
|
(e)
|
Extraordinary Fees and Expenses
|
The Master
Fund will pay all the extraordinary fees and expenses (as such term is defined in the Amended and Restated Declaration of Trust and Trust Agreement of the Master Trust), if any, of itself and of the Fund. Extraordinary fees and expenses are fees and
expenses which are nonrecurring and unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other unanticipated expenses. Such extraordinary fees and expenses, by their nature, are unpredictable in terms of
timing and amount.
|
(f)
|
Management Fee and Expenses to be Paid First out of Interest Income
|
The Management Fee and brokerage commissions and fees of the Fund and the Master Fund will be paid, upon commencement of operations, first out of interest income from the Master Funds holdings of
U.S. Treasury bills and other high credit quality short-term fixed income securities on deposit with the Commodity Broker as margin or otherwise. To the extent interest income is not sufficient to cover the fees and expenses of the Fund and the
Master Fund during any period, the excess of such fees and expenses over such interest income will be paid out of income from futures trading, if any, or from sales of the Master Funds fixed income securities.
The term of the Master Fund is
perpetual unless terminated earlier in certain circumstances.
On any business day, the Fund may
place an order with the Managing Owner to redeem one or more Master Unit Baskets. Redemption orders must be placed by the Order Cut-Off Time (as such term is defined in the Master Trust Agreement). The day on which the Managing Owner receives a
valid redemption order is the redemption order date. The redemption procedure allows the Fund to redeem Master Unit Baskets.
The redemption
proceeds from the Master Fund consist of the cash redemption amount. The cash redemption amount is equal to the net asset value of the number of Master Unit Baskets requested in the Funds redemption order as of the closing time of the Amex or
the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date. The Managing Owner on behalf of the Master Fund will distribute the cash redemption amount to the Fund no later
than noon, New York time, on the business day immediately following the redemption order date.
The redemption proceeds due from the Master
Fund are delivered to the Fund no later than noon, New York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date, the Master Fund account has
been credited with the Master Unit Baskets to be redeemed. If the Master Funds account has not been credited with all of the Master Unit Baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole
Master Unit Baskets received. Any remainder of the redemption distribution is delivered on the next business day to the extent of remaining whole Master Unit Baskets received if the Managing Owner 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 Master Unit Baskets to be redeemed are credited to the Master Funds account by noon, New York time, on such next business day. Any
further outstanding
190
DB OIL MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
amount of the redemption order shall be canceled. The Managing Owner is also authorized to deliver the redemption distribution notwithstanding that the
Master Unit Baskets to be redeemed are not credited to the Master Funds account by noon, New York time, on the business day immediately following the redemption order date if the Fund has collateralized its obligation to deliver the Master
Unit Baskets on such terms as the Managing Owner may determine from time-to-time.
191
POWERSHARES DB OIL FUND AND SUBSIDIARY
Consolidated Statements of Financial Condition
September 30, 2007 (unaudited) and December 31, 2006 (i)
|
|
|
|
|
|
|
|
|
September 30,
2007
(unaudited)
|
|
December 31,
2006
|
Assets
|
|
|
|
|
|
|
United States Treasury Obligations, at fair value (cost $14,992,979)
|
|
$
|
14,995,410
|
|
$
|
|
Cash held by broker
|
|
|
1,176,336
|
|
|
1,000
|
Unrealized appreciation on futures contracts
|
|
|
1,392,300
|
|
|
|
Other assets
|
|
|
3,366
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
17,567,412
|
|
$
|
1,000
|
|
|
|
|
|
|
|
Liabilities and shareholders equity
|
|
|
|
|
|
|
Management fee payable
|
|
$
|
6,944
|
|
|
|
Other liabilities
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
7,944
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 9)
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
|
|
|
|
General shares:
|
|
|
|
|
|
|
Paid in capital40 shares issued and outstanding as of September 30, 2007 and December 31, 2006, respectively
|
|
|
1,000
|
|
|
1,000
|
Accumulated earnings
|
|
|
171
|
|
|
|
|
|
|
|
|
|
|
Total General shares
|
|
|
1,171
|
|
|
1,000
|
|
|
|
|
|
|
|
Limited shares:
|
|
|
|
|
|
|
Paid in capital600,000 and no redeemable shares issued and outstanding as of September 30, 2007, and December 31, 2006,
respectively
|
|
|
13,991,114
|
|
|
|
Accumulated earnings
|
|
|
3,567,183
|
|
|
|
|
|
|
|
|
|
|
Total Limited shares
|
|
|
17,558,297
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
17,559,468
|
|
|
1,000
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
17,567,412
|
|
$
|
1,000
|
|
|
|
|
|
|
|
Net asset value per share
|
|
|
|
|
|
|
General shares
|
|
$
|
29.28
|
|
$
|
25.00
|
Limited shares
|
|
$
|
29.26
|
|
|
Not Applicable
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
Represents financial condition only of PowerShares DB Oil Fund as consolidation of DB Oil Master Fund occurred upon commencement of investment operation, as of January 3, 2007.
|
192
POWERSHARES DB OIL FUND AND SUBSIDIARY
Unaudited Consolidated Schedule of Investments
September 30, 2007
|
|
|
|
|
|
|
|
|
|
Description
|
|
Percentage of
Net Assets
|
|
|
Fair
Value
|
|
Face
Value
|
|
|
|
United States Treasury Obligations
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Bills, 4.28% due October 4, 2007
|
|
79.70
|
%
|
|
$
|
13,996,276
|
|
$
|
14,000,000
|
U.S. Treasury Bills, 4.0% due October 11, 2007
|
|
5.69
|
|
|
|
999,134
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
Total United States Treasury Obligations (cost $14,992,979)
|
|
85.39
|
%
|
|
$
|
14,995,410
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A portion of the above United States Treasury Obligations are held as initial margin against open futures contracts, as noted in Note 4(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Percentage of
Net Assets
|
|
|
Fair
Value
|
|
|
Unrealized Appreciation on Futures Contracts
|
|
|
|
|
|
|
Light, Sweet Crude Oil (221 contracts, settlement date April 22, 2008)
|
|
7.93
|
%
|
|
$
|
1,392,300
|
|
|
|
|
|
|
|
Net Unrealized Appreciation on Futures Contracts
|
|
7.93
|
%
|
|
$
|
1,392,300
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
193
POWERSHARES DB OIL FUND AND SUBSIDIARY
Unaudited Consolidated Statements of Income and Expenses
For the Three Months and Period Ended September 30, 2007 (i)
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
September 30,
2007
|
|
|
Period
Ended
September 30,
2007
|
|
Income
|
|
|
|
|
|
|
|
|
Interest Income
|
|
$
|
361,669
|
|
|
$
|
1,001,395
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
Management fee
|
|
|
38,126
|
|
|
|
103,092
|
|
Brokerage commissions and fees
|
|
|
11,050
|
|
|
|
16,247
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
49,176
|
|
|
|
119,339
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
312,493
|
|
|
|
882,056
|
|
|
|
|
|
|
|
|
|
|
Realized and Net Change in Unrealized Gain (Loss) on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
|
Realized Gain (Loss) on United States Treasury Obligations
|
|
|
(647
|
)
|
|
|
(1,563
|
)
|
Futures
|
|
|
(8,040
|
)
|
|
|
1,292,130
|
|
|
|
|
|
|
|
|
|
|
Net realized gain (loss)
|
|
|
(8,687
|
)
|
|
|
1,290,567
|
|
|
|
|
|
|
|
|
|
|
Net Change in Unrealized Gain (Loss) on
|
|
|
|
|
|
|
|
|
United States Treasury Obligations
|
|
|
(916,679
|
)
|
|
|
2,431
|
|
Futures
|
|
|
1,383,743
|
|
|
|
1,392,300
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gain
|
|
|
467,064
|
|
|
|
1,394,731
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain on United States Treasury Obligations and Futures
|
|
|
458,377
|
|
|
|
2,685,298
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
770,870
|
|
|
$
|
3,567,354
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Oil Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
194
POWERSHARES DB OIL FUND AND SUBSIDIARY
Unaudited Consolidated Statement of Changes in Shareholders
Equity
For the Three Months Ended September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Shares
|
|
|
Limited Shares
|
|
|
Total
|
|
|
|
General Shares
|
|
Accumulated
Earnings
(Deficit)
|
|
|
Total
General
Shareholders
Equity
(Deficit)
|
|
|
Limited Shares
|
|
|
Accumulated
Earnings
(Deficit)
|
|
|
Total
Limited
Shareholders
Equity
(Deficit)
|
|
|
Shareholders
Equity
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
Balance at July 1, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
86
|
|
|
$
|
1,086
|
|
|
1,800,000
|
|
|
$
|
46,081,456
|
|
|
$
|
2,796,398
|
|
|
$
|
48,877,854
|
|
|
$
|
48,878,940
|
|
Redemption of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,200,000
|
)
|
|
|
(32,090,342
|
)
|
|
|
|
|
|
|
(32,090,342
|
)
|
|
|
(32,090,342
|
)
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
12
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
312,481
|
|
|
|
312,481
|
|
|
|
312,493
|
|
Net realized loss on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
(10
|
)
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
(8,677
|
)
|
|
|
(8,677
|
)
|
|
|
(8,687
|
)
|
Net change in unrealized gain on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
83
|
|
|
|
83
|
|
|
|
|
|
|
|
|
|
|
466,981
|
|
|
|
466,981
|
|
|
|
467,064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
|
|
|
85
|
|
|
|
85
|
|
|
|
|
|
|
|
|
|
|
770,785
|
|
|
|
770,785
|
|
|
|
770,870
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
171
|
|
|
$
|
1,171
|
|
|
600,000
|
|
|
$
|
13,991,114
|
|
|
$
|
3,567,183
|
|
|
$
|
17,558,297
|
|
|
$
|
17,559,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
195
PowerShares DB Oil Fund and Subsidiary
Unaudited Consolidated Statement of Changes in Shareholders
Equity
For the Period Ended September 30, 2007(i)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Shares
|
|
Limited Shares
|
|
|
Total
|
|
|
General Shares
|
|
Accumulated
Deficit
|
|
Total
General
Shareholders
Equity
|
|
Limited Shares
|
|
|
Accumulated
Earnings
|
|
Total
Limited
Shareholders
Equity
(Deficit)
|
|
|
Total
Shareholders
Equity
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
Balance at January 1, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
|
|
$
|
1,000
|
|
|
|
|
$
|
|
|
|
$
|
|
|
$
|
|
|
|
$
|
1,000
|
|
Sale of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
2,400,000
|
|
|
|
61,417,404
|
|
|
|
|
|
|
61,417,404
|
|
|
|
61,417,404
|
|
Redemption of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,800,000
|
)
|
|
|
(47,426,290
|
)
|
|
|
|
|
|
(47,426,290
|
)
|
|
|
(47,426,290
|
)
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
35
|
|
|
35
|
|
|
|
|
|
|
|
|
|
882,021
|
|
|
882,021
|
|
|
|
882,056
|
|
Net realized gain on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
60
|
|
|
60
|
|
|
|
|
|
|
|
|
|
1,290,507
|
|
|
1,290,507
|
|
|
|
1,290,567
|
|
Net change in unrealized gain on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
76
|
|
|
76
|
|
|
|
|
|
|
|
|
|
1,394,655
|
|
|
1,394,655
|
|
|
|
1,394,731
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
|
|
|
171
|
|
|
171
|
|
|
|
|
|
|
|
|
|
3,567,183
|
|
|
3,567,183
|
|
|
|
3,567,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
171
|
|
$
|
1,171
|
|
600,000
|
|
|
$
|
13,991,114
|
|
|
$
|
3,567,183
|
|
$
|
17,558,297
|
|
|
$
|
17,559,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Oil Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
196
POWERSHARES DB OIL FUND AND SUBSIDIARY
Unaudited Consolidated Statement of Cash Flows
For the Period Ended September 30, 2007 (i)
|
|
|
|
|
Cash flow provided by operating activities
|
|
|
|
|
Net Income
|
|
$
|
3,567,354
|
|
Adjustments to reconcile net income to net cash used by operating activities:
|
|
|
|
|
Cost of securities purchased
|
|
|
(89,920,137
|
)
|
Proceeds from securities sold
|
|
|
75,848,301
|
|
Net accretion of discount and amortization of premium on United States Treasury Obligations
|
|
|
(922,706
|
)
|
Net unrealized loss on United States Treasury Obligations
|
|
|
1,563
|
|
Net unrealized gain on United States Treasury Obligations and futures
|
|
|
(1,394,731
|
)
|
Increase in operating assets and liabilities:
|
|
|
|
|
Other assets
|
|
|
(3,366
|
)
|
Management fee payable
|
|
|
6,944
|
|
Other liabilities
|
|
|
1,000
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(12,815,778
|
)
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Proceeds from sale of Limited Shares
|
|
|
61,417,404
|
|
Redemption on sale of Limited Shares
|
|
|
(47,426,290
|
)
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
13,991,114
|
|
|
|
|
|
|
Net change increase in cash held by broker
|
|
|
1,175,336
|
|
Cash held by broker at beginning of period
|
|
|
1,000
|
|
|
|
|
|
|
Cash held by broker at end of period
|
|
$
|
1,176,336
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Oil Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
197
POWERSHARES DB OIL FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
PowerShares DB Oil Fund (the
Fund; Fund may also refer to the Fund and the Master Fund, collectively, as the context requires), a separate series of PowerShares DB Multi-Sector Commodity Trust (the Trust), a Delaware statutory trust organized
in seven separate series and formed on August 3, 2006, and its subsidiary, DB Oil Master Fund (the Master Fund), a separate series of DB Multi-Sector Commodity Master Trust (the Master Trust), a Delaware statutory trust
organized in seven separate series and formed on August 3, 2006. DB Commodity Services LLC, a Delaware limited liability company, (DBCS or the Managing Owner) funded both the Fund and the Master Fund with a capital
contribution of $1,000 to each Fund in exchange for 40 General Shares of each Fund. The fiscal year end of the Fund is December 31st. The term of the Fund is perpetual (unless terminated earlier in certain circumstances) as provided in the
Amended and Restated Declaration of Trust and Trust Agreement of the Trust and the Master Trust (the Trust Agreement).
The Fund
offers common units of beneficial interest (the Limited Shares) only to certain eligible financial institutions (Authorized Participants) in one or more blocks of 200,000 Limited Shares, called a Basket. The proceeds from the
offering of Limited Shares are invested in the Master Fund. The Fund and the Master Fund commenced investment operations on January 3, 2007 with the initial offering of 1,000,000 Limited Shares to Deutsche Bank Securities Inc. as initial
purchaser of the Fund in exchange for $25,000,000. The Fund commenced trading on the American Stock Exchange (the Amex) on January 5, 2007.
The accompanying consolidated financial statements are unaudited, but in the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly the consolidated
financial statements have been made. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles may have been condensed or omitted. The Funds
Prospectus should be read in conjunction with these interim consolidated financial statements. Interim period results are not necessarily indicative of results for a full-year period.
This report covers the three months ended September 30, 2007 and the period from January 3, 2007 (commencement of investment operations) to
September 30, 2007(herein referred to as Period Ended September 30, 2007).
(2)
|
Fund Investment Overview
|
The Master Fund invests
with a view to tracking the changes, whether positive or negative, in level of the Deutsche Bank Liquid Commodity IndexOptimum Yield Crude Oil Excess Return (DBLCI-OY CL ER) plus the excess, if any, of the Master Funds income
from its holdings of United States Treasury obligations and other high credit quality short-term fixed income securities over the expenses of the Fund and the Master Fund. The Index is intended to reflect the change in market value of the oil
sector. The single commodity comprising the Index, or the Index Commodity, is sweet light crude oil (WTI). The Master Fund holds United States Treasury obligations and other high credit quality short-term fixed income securities for deposit with the
Master Funds commodities brokers as margin and for investment.
DBLCI and Deutsche Bank Liquid Commodity Index are
trademarks of Deutsche Bank AG London (the Index Sponsor). Trademark applications in the United States are pending with respect to both the Trust and aspects of the Index. Any use of these trademarks must be with the consent of or under
license from the Index Sponsor. The Fund, Master Fund and the Managing Owner have been licensed to use DBLCI and Deutsche Bank Liquid Commodity Index. The Index Sponsor is an affiliate of the Fund, the Master Fund and the Managing Owner.
198
POWERSHARES DB OIL FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
(3)
|
Related Party Agreements
|
The Managing Owner
The Managing Owner serves the Fund and Master Fund as commodity pool operator, commodity trading advisor and managing owner, and is an
indirect wholly-owned subsidiary of Deutsche Bank AG.
The Commodity Broker
Deutsche Bank Securities Inc., a Delaware corporation, serves as the Master Funds clearing broker (the Commodity Broker). The Commodity
Broker is an indirect wholly-owned subsidiary of Deutsche Bank AG. In its capacity as clearing broker, the Commodity Broker will execute and clear each of the Master Funds futures transactions and will perform certain administrative services
for the Master Fund. The Commodity Broker is an affiliate of the Managing Owner.
(4)
|
Summary of Significant Accounting Policies
|
|
(a)
|
Basis of Presentation and Consolidation
|
The
consolidated financial statements of the Fund have been prepared using U.S. generally accepted accounting principles, and they include the financial statement balances of the Fund and the Master Fund. Upon the initial offering of the Limited Shares
on January 3, 2007, the capital raised by the Fund was used to purchase 100% of the common units of beneficial interest of the Master Fund (Master Fund Limited Units) (excluding common units of beneficial interest of the Master Fund
held by the Managing Owner (Master Fund General Units)). The Master Fund Limited Units owned by the Fund provide the Fund and its investors certain controlling rights and abilities over the Master Fund. Consequently, the financial
statement balances of the Master Fund have been consolidated with the Funds financial statement balances beginning January 3, 2007 (commencement of investment operations), and all significant inter-company balances and transactions have
been eliminated.
The preparation of the
consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expense and related
disclosure of contingent assets and liabilities during the reporting period of the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
The Fund defines cash
and cash equivalents to be highly liquid investments, with original maturities of three months or less when purchased. There were no cash equivalents held by the Fund as of September 30, 2007.
|
(d)
|
United States Treasury Obligations
|
The Fund
records purchases and sales of United States Treasury obligations on a trade date basis. These holdings are marked to market based on quoted market closing prices. The Fund holds United States Treasury obligations for deposit with the Master
Funds commodity brokers as margin and for
199
POWERSHARES DB OIL FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
trading purposes. Included in the United States Treasury obligations is $895,050 which is restricted and held against initial margin of the open futures
contracts. Interest income is recognized on an accrual basis when earned. Premiums and discounts are amortized or accreted over the life of the United States Treasury obligations.
The Fund and the Master Fund
are classified as a grantor trust and a partnership, respectively, for U.S. federal income tax purposes. Accordingly, neither the Fund nor the Master Fund will incur U.S. federal income taxes. No provision for federal, state, and local income taxes
has been made in the accompanying consolidated financial statements, as investors are individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain, loss, deductions and other
items.
All commodity futures
contracts are held and used for trading purposes. The commodity futures are recorded on a trade date basis and open contracts are recorded in the consolidated statement of financial condition at fair value on the last business day of the period,
which represents market value for those commodity futures for which market quotes are readily available. However, when market closing prices are not available, the Managing Owner may value an asset of the Master Fund pursuant to policies the
Managing Owner has adopted, which are consistent with normal industry standards. Realized gains (losses) and changes in unrealized appreciation (depreciation) on open positions are determined on a specific identification basis and recognized in the
consolidated statement of income and expenses in the period in which the contract is closed or the changes occur, respectively.
The Master Fund currently
pays the Managing Owner a management fee (Management Fee), monthly in arrears, in an amount equal to 0.50% per annum of the daily net asset value of the Master Fund. No separate management fee is paid by the Fund. The Management Fee
is paid in consideration of the Managing Owners commodity futures trading advisory services.
|
(h)
|
Brokerage Commissions and Fees
|
The Master
Fund incurs 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. These costs
are recorded as brokerage commissions and fees in the consolidated statement of income and expenses. On average, total charges paid to the Commodity Broker were approximately $7.00 per round-turn trade during the three months ended and the period
ended September 30, 2007, although the Commodity Brokers brokerage commissions and trading fees are determined on a contract-by-contract basis. Brokerage commissions and fees have approximated 0.04%, on an annual basis, of the net asset
value of the Master Fund during the three months ended and the period ended September 30, 2007.
200
POWERSHARES DB OIL FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
|
(i)
|
Routine Operational, Administrative and Other Ordinary Expenses
|
The Managing Owner assumes all routine operational, administrative and other ordinary expenses of the Fund and the Master 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. Accordingly, all such expenses are not reflected in the consolidated statement of income and expenses of the Fund.
|
(j)
|
Non-Recurring and Unusual Fees and Expenses
|
The Master Fund pays all fees and expenses, if any, of the Fund and the Master Fund, which are non-recurring and unusual in nature. Such expenses include legal claims and liabilities, litigation costs or indemnification or other
unanticipated expenses. Such fees and expenses, by their nature, are unpredictable in terms of timing and amount. For the three months ended and the period ended September 30, 2007, the Fund and the Master Fund did not incur such expenses.
(5)
|
Financial Instrument Risk
|
In the normal course of
its business, the Master Fund is 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 Master Fund are commodity futures, whose values 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 Master 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 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 Master Fund could experience substantial
losses.
Credit risk is the possibility that a loss may occur due to the failure of an exchange clearinghouse 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 Master Funds risk of loss in the event of
counterparty default is typically limited to the amounts recognized in the consolidated statement of financial condition and not represented by the futures contract or notional amounts of the instruments.
The Fund and the Master Fund have not utilized, nor do they expect to utilize in the future, special purpose entities to facilitate off-balance sheet
financing arrangements and have 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.
(6)
|
Share Purchases and Redemptions
|
Limited Shares may be purchased
from the Fund only by Authorized Participants in one or more blocks of 200,000 Shares, called a Basket. The Fund issues Limited Shares in Baskets only to Authorized Participants continuously as of noon, New York time, on the business day immediately
following the
201
POWERSHARES DB OIL FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
date on which a valid order to create a Basket is accepted by the Fund, at the net asset value of 200,000 Limited Shares as of the closing time of the Amex
or the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid order to create a Basket is accepted by the Fund.
On any business day, an
Authorized Participant may place an order with the Managing Owner to redeem one or more Baskets. Redemption orders must be placed by 10:00 a.m., New York time. The day on which the Managing Owner receives a valid redemption order is the redemption
order date. Redemption orders are irrevocable. The redemption procedures allow Authorized Participants to redeem Baskets. Individual shareholders may not redeem directly from the Fund.
By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through The Depository Trust Companys
(DTC) book-entry system to the Fund not later than noon, New York time, on the business day immediately following the redemption order date. By placing a redemption order, and prior to receipt of the redemption proceeds, an Authorized
Participants 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 net asset value of the number of Basket(s) requested in the Authorized Participants redemption order as of the closing time of the Amex or the last to close
of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date. The Fund will distribute the cash redemption amount at noon, New York time, on the business day immediately following the
redemption order date through DTC to the account of the Authorized Participant as recorded on DTCs book-entry system.
The redemption
proceeds due from the Fund are delivered to the Authorized Participant at noon, New York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date,
the Funds DTC account has been credited with the Baskets to be redeemed. If the Funds DTC account has not been credited with all of the Baskets to be redeemed by such time, the redemption proceeds are delivered to the extent of whole
Baskets received. Any remainder of the redemption proceeds are delivered on the next business day to the extent of remaining whole Baskets received if the Managing Owner 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 Baskets to be redeemed are credited to the Funds DTC account by noon, New York time, on such next business day. Any further outstanding amount of the redemption
order will be canceled. The Managing Owner is also authorized to deliver the redemption proceeds notwithstanding that the Baskets to be redeemed are not credited to the Funds DTC account by noon, New York time, on the business day immediately
following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the Baskets through DTCs book-entry system on such terms as the Managing Owner may from time-to-time agree upon.
|
(c)
|
Limited Share Transactions
|
The Fund and the
Master Fund commenced investment operations on January 3, 2007 with the initial offering of 1,000,000 Limited Shares to Deutsche Bank Securities Inc. as Initial Purchaser of the Fund in exchange for $25,000,000. The Fund commenced trading on
the Amex on January 5, 2007. In the three
202
POWERSHARES DB OIL FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
months ended September 30, 2007, no Limited Shares were issued and 1,200,000 Limited Shares were redeemed for $32,090,342. In the period ended
September 30, 2007 an additional 1,400,000 Limited Shares were issued for $36,417,404, and 1,800,000 Limited Shares were redeemed for $47,426,290.
(7)
|
Profit and Loss Allocations and Distributions
|
Pursuant to the Amended and Restated Declaration of Trust and Trust Agreement of the Master Trust, income and expenses are allocated pro rata to the General and Limited Shareholders monthly based on their respective percentage interests as
of the close of the last trading day of the preceding month. Any losses allocated to the Managing Owner (the owner of the General Shares) which are in excess of the Managing Owners capital balance are allocated to the Limited Shareholders in
accordance with their respective interest in the Master Fund as a percentage of total shareholders equity. 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.
(8)
|
Organizational and Offering Costs
|
All organizing
and offering expenses of the Fund and its Master Fund are incurred and assumed by the Managing Owner. Expenses incurred in connection with the continuous offering of Shares of the Fund after the commencement of the Master Funds trading
operations also will be paid by the Managing Owner.
(9)
|
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 and the Master 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 which are in the best interests of the Fund and the Master Fund. While the Funds and the Master Funds exposure under such indemnification provisions cannot be estimated,
until a claim arises, these general business indemnifications are not expected to have a material impact on either the Funds or the Master Funds financial position.
(10)
|
Net Asset Value and Financial Highlights
|
The Fund
is presenting the following net asset value and financial highlights related to investment performance and operations for a Limited Share outstanding for the three months ended September 30, 2007 and for the period from January 3, 2007
(commencement of investment operations) to September 30, 2007 (herein referred to as Period ended September 30, 2007). The net investment income and total expense ratios are calculated using average net asset value. The net
asset value presentation is calculated using daily Limited Shares outstanding. The net investment income and total expense ratios have been annualized. The total return is based on the change in net asset value of the Limited Shares during the
period. An individual investors return and ratios may vary based on the timing of capital transactions.
203
POWERSHARES DB OIL FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2007
|
|
|
Period Ended
September 30, 2007
|
|
Net Asset Value
|
|
|
|
|
|
|
|
|
Initial offering price per Limited Share
|
|
$
|
|
|
|
$
|
25.00
|
|
Net realized and change in unrealized gain on United States Treasury Obligations and Futures
|
|
$
|
1.81
|
|
|
$
|
3.43
|
|
Net investment income
|
|
|
0.30
|
|
|
|
0.83
|
|
|
|
|
|
|
|
|
|
|
Net increase
|
|
|
2.11
|
|
|
|
4.26
|
|
Net asset value per Limited Share, beginning of period
|
|
$
|
27.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per Limited Share, end of period
|
|
$
|
29.26
|
|
|
|
29.26
|
|
|
|
|
|
|
|
|
|
|
Market value per Limited Share, beginning of period
|
|
$
|
27.10
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Market value per Limited Share, end of period
|
|
$
|
29.37
|
|
|
$
|
29.37
|
|
|
|
|
|
|
|
|
|
|
Ratio to average net assets (i)
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
4.27
|
%
|
|
|
4.28
|
%
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
0.67
|
%
|
|
|
0.58
|
%
|
|
|
|
|
|
|
|
|
|
Total Return, at net asset value (ii)
|
|
|
7.77
|
%
|
|
|
17.04
|
%
|
|
|
|
|
|
|
|
|
|
Total Return, at market value (ii)
|
|
|
8.38
|
%
|
|
|
17.48
|
%
|
|
|
|
|
|
|
|
|
|
(i)
|
Percentages are annualized.
|
(ii)
|
Percentages are not annualized and for the period ended June 30, 2007 are calculated based on initial offering price upon commencement of investment operations of $25.00.
|
(11)
|
Recently Issued Accounting Standards
|
In July 2006,
the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial
statements and prescribes a threshold of more-likely-than-not for recognition of tax benefits of uncertain tax positions taken or expected to be taken in a tax return. FIN 48 also provides related guidance on measurement, derecognition,
classification, interest and penalties, and disclosure. The Fund adopted FIN 48 on January 1, 2007 and has determined that the application of this standard will not impact the financial statements.
In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurement (Statement 157). Statement 157 defines fair value, establishes
framework for the measurement of fair value and enhances disclosures about fair value measurements. The Statement does not require any new fair value measures. The Statement is effective for fair value measures already required or permitted by other
standards for fiscal years beginning after November 15, 2007. The Fund is required to adopt Statement 157 beginning on January 1, 2008. Statement 157 is required to be applied prospectively, except for certain financial instruments. Any
transition adjustment will be recognized as an adjustment to opening retained earnings in the year of adoption. The Fund is currently evaluating the impact of adopting Statement 157 on its results of operations and financial position.
204
R
eport of Independent Registered Public Accounting Firm
The Unitholder
PowerShares DB Precious Metals Fund:
We have audited the
accompanying statement of financial condition of PowerShares DB Precious Metals Fund (the Fund) as of December 31, 2006. This statement of financial condition is the responsibility of the Funds management. Our responsibility is to express
an opinion on this statement of financial condition based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of PowerShares
DB Precious Metals Fund as of December 31, 2006, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
March 14, 2007
205
P
OWERSHARES DB PRECIOUS METALS FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statement of Financial
Condition
December 31, 2006
|
|
|
|
Assets
|
|
|
|
Due from DB Precious Metals Master Fund
|
|
$
|
1,000
|
|
|
|
|
Total assets
|
|
$
|
1,000
|
|
|
|
|
Fund Capital
|
|
|
|
General units40 general units
|
|
$
|
1,000
|
|
|
|
|
Total fund capital
|
|
|
1,000
|
|
|
|
|
See accompanying notes to statement of financial condition.
206
P
OWERSHARES DB PRECIOUS METALS FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
PowerShares DB Precious Metals Fund
(the Fund), an indirect wholly owned subsidiary of Deutsche Bank AG (DBAG), was formed as a separate series of PowerShares DB Multi-Sector Commodity Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006,
and has not yet commenced operations. The Fund will offer common units of beneficial interest (the Shares) to investors (Shareholders). The only capital contributed to the Fund as of December 31, 2006 is a capital contribution of $1,000 by
DB Commodity Services LLC (the Managing Owner) whereby 40 general units were issued to the Managing Owner for its capital contribution. The Managing Owner, a wholly owned subsidiary of DBAG, serves as the managing owner, commodity pool operator
and commodity trading advisor of the Fund and DB Precious Metals Master Fund (the Master Fund). The Managing Owner and the Shareholders will share in any profits, losses, and expenses of the Fund in proportion to the percentage interest owned
by each.
The proceeds of the offering of Shares will be invested in the Master Fund. The Master Fund was formed as a separate series of DB
Multi-Sector Commodity Master Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006, and has not yet commenced operations. The Master Fund will trade exchange traded futures on the commodities comprising the
Deutsche Bank Liquid Commodity IndexOptimum Yield Precious Metals Excess Return (DBLCI-OY Precious Metals ER, or the Index), with a view to tracking the changes, positive and negative, of the Index over time. The Master Funds
portfolio also will include United States Treasury securities for deposit with the Master Funds commodities brokers as margin and other high credit quality short term fixed income securities.
The Index, which intends to reflect the Precious Metals sector, is comprised of and tracks the change in the market value of the following commodities:
Gold and Silver.
(2)
|
Summary of Significant Accounting Policies
|
The accompanying
statement of financial condition has been prepared in conformity with U.S. generally accepted accounting principles.
The preparation of the
statement of financial condition in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the statement of financial condition. Actual results could differ from those estimates.
|
(c)
|
Due from DB Precious Metals Master Fund
|
The
Managing Owner funded cash to the Master Fund on behalf of the Fund as of December 31, 2006, which represents the Managing Owners capital contribution to the Fund.
The Master Fund and the Fund
will be classified as a partnership and a grantor trust, respectively, for United States federal income tax purposes. Accordingly, neither the Master Fund, nor the Fund will
207
POWERSHARES DB PRECIOUS METALS FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
incur United States federal income taxes. No provision for federal, state, and local income taxes has been made in the accompanying statement of financial
condition, as each investor will be individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain, loss, deductions and other items.
(3)
|
The Offering of the Shares
|
Shares may be purchased
from the Fund only by certain eligible financial institutions, (the Authorized Participants) and only in one or more blocks of 200,000 Shares, called a Basket, although the initial Basket(s) will be purchased by Deutsche Bank Securities Inc.
(the Initial Purchaser). The Fund will issue Shares in Baskets only to Authorized Participants continuously as of noon, New York time, on the business day immediately following the date on which a valid order to create a Basket is accepted by
the Fund, at the net asset value of 200,000 Shares as of the closing time of the American Stock Exchange (Amex) or the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid
order to create a Basket is accepted by the Fund.
(4)
|
Operating Expenses, Organizational, and Offering Costs
|
Expenses incurred in connection with organizing the Fund and the Master Fund and the initial offering of its Shares are paid by the Managing Owner. Expenses incurred in connection with the continuous offering of Shares of the Fund after the
commencement of the Master Funds trading operations will also be paid by the Managing Owner.
The term of the Fund is perpetual
unless terminated earlier in certain circumstances.
On any business day, an Authorized
Participant may place an order with the Managing Owner to redeem one or more Baskets. Redemption orders must be placed by the Order Cut-Off Time (as such term is defined in the Trust Agreement). The day on which the Managing Owner receives a
valid redemption order is the redemption order date. Redemption orders are irrevocable. The redemption procedures allow Authorized Participants to redeem Baskets. Individual Shareholders may not redeem directly from the Fund. Instead, individual
Shareholders may only redeem Shares in integral multiples of 200,000 and only through an Authorized Participant.
By placing a redemption
order, an Authorized Participant agrees to deliver the Baskets to be redeemed through the Depository Trust Companys (DTC) book entry system to the Fund not later than noon, New York time, on the business day immediately following the
redemption order date. By placing a redemption order, and prior to receipt of the redemption distribution, an Authorized Participants DTC account will be charged the nonrefundable transaction fee due for the redemption order.
The redemption distribution from the Fund consists of the cash redemption amount. The cash redemption amount is equal to the net asset value of the number
of Baskets requested in the Authorized Participants redemption order as of the closing time of the Amex or the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date.
The Managing Owner on
208
POWERSHARES DB PRECIOUS METALS FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
behalf of the Fund will distribute the cash redemption amount at noon, New York time, on the business day immediately following the redemption order date
through DTC to the account of the Authorized Participant as recorded on DTCs book-entry system.
The redemption distribution due from
the Fund is delivered to the Authorized Participant at noon, New York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date, the Funds
DTC account has been credited with the Baskets to be redeemed. If the Funds DTC account has not been credited with all of the Baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole Baskets
received. Any remainder of the redemption distribution is delivered on the next business day to the extent of remaining whole Baskets received if the Managing Owner 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 Baskets to be redeemed are credited to the Funds DTC account by noon, New York time, on such next business day. Any further outstanding amount of the redemption order
shall be canceled. The Managing Owner is also authorized to deliver the redemption distribution notwithstanding that the Baskets to be redeemed are not credited to the Funds DTC account by noon, New York time, on the business day immediately
following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the Baskets through DTCs book-entry system on such terms as the Managing Owner may determine from time-to-time.
209
R
eport of Independent Registered Public Accounting Firm
The Unitholder
DB Precious Metals Master Fund:
We have audited the
accompanying statement of financial condition of DB Precious Metals Master Fund (the Master Fund) as of December 31, 2006. This statement of financial condition is the responsibility of the Master Funds management. Our responsibility is
to express an opinion on this statement of financial condition based on our audit.
We conducted our audit in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of DB Precious
Metals Master Fund as of December 31, 2006, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
March 14, 2007
210
D
B PRECIOUS METALS MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statement of Financial
Condition
December 31, 2006
|
|
|
|
Assets
|
|
|
|
Cash held by Commodity Broker
|
|
$
|
2,030
|
|
|
|
|
Total assets
|
|
$
|
2,030
|
|
|
|
|
Liabilities and Unitholders Capital
|
|
|
|
Due to PowerShares DB Precious Metals Fund
|
|
$
|
1,000
|
|
|
|
|
Total liabilities
|
|
|
1,000
|
|
|
|
|
Unitholders Capital
|
|
|
1,030
|
|
|
|
|
Total liabilities and unitholders capital
|
|
$
|
2,030
|
|
|
|
|
See accompanying notes to statement of financial condition.
211
D
B PRECIOUS METALS MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
DB Precious Metals Master Fund
(the Master Fund), an indirect wholly owned subsidiary of Deutsche Bank AG (DBAG), was formed as a separate series of DB Multi-Sector Commodity Master Trust, a Delaware statutory trust organized in seven separate series on August 3,
2006, and has not yet commenced operations. The Master Fund will offer common units of beneficial interest (the Units), and the only Unitholders will be PowerShares DB Precious Metals Fund (the Fund) and DB Commodity Services LLC
(the Managing Owner). The Fund, an indirect wholly owned subsidiary of DBAG, was formed as a separate series of PowerShares DB Multi-Sector Commodity Trust, a Delaware statutory trust organized in seven separate series on August 3,
2006, and has not yet commenced operations. The only capital contributed to the Master Fund as of December 31, 2006 is a capital contribution of $1,000 by the Managing Owner whereby 40 general units were issued to the Managing Owner for its
capital contribution. The Managing Owner, a wholly owned subsidiary of DBAG, serves as the managing owner, commodity pool operator and commodity trading advisor of the Master Fund and the Fund. The Managing Owner and the Unitholders share in any
profits, losses and expenses of the Master Fund in proportion to the percentage interest owned by each.
The Master Fund will invest the
proceeds from the offering of Units by trading exchange traded futures on the commodities comprising the Deutsche Bank Liquid Commodity IndexOptimum Yield Precious Metals Excess Return (DBLCI-OY Precious Metals ER, or the Index),
with a view to tracking the changes, positive and negative of the Index over time. The Master Funds portfolio also will include United States Treasury securities for deposit with the Master Funds commodities brokers as margin and other
high credit quality short-term fixed income securities.
The Index, which intends to reflect the Precious Metals sector, is comprised of and
tracks the change in the market value of the following commodities: Gold and Silver.
(2)
|
Summary of Significant Accounting Policies
|
The accompanying
statement of financial condition has been prepared in conformity with U.S. generally accepted accounting principles.
The preparation of the
statement of financial condition in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the statement of financial condition. Actual results could differ from those estimates.
|
(c)
|
Cash held by Commodity Broker
|
Deutsche Bank
Securities Inc. (a wholly owned subsidiary of Deutsche Bank AG and a related party to the Master Fund), a Delaware corporation, serves as the commodity broker of the Master Fund (the Commodity Broker). The Master Fund defines cash held by
the Commodity Broker on its behalf to be highly liquid investments, with original maturities of three months or less.
212
DB PRECIOUS METALS MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
The Master Fund and the Fund
will be classified as a partnership and a grantor trust, respectively, for U.S. federal income tax purposes. Accordingly, neither the Master Fund, nor the Fund will incur U.S. federal income taxes. No provision for federal, state, and
local income taxes has been made in the accompanying statement of financial condition, as each investor will be individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain,
loss, deductions and other items.
(3)
|
The Offering of the Units
|
Master Fund Units may be
purchased from the Master Fund only by the Fund in one or more blocks of 200,000 Master Fund Units (Master Unit Basket). The Master Fund will issue Master Unit Baskets only to the Fund continuously, as of noon, New York time, on the business day
immediately following the date on which a valid order to create a Master Unit Basket is accepted by the Master Fund, at the net asset value of 200,000 Master Fund Units as of the closing time of the American Stock Exchange (Amex) or the last to
close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid order to create a Master Unit Basket is accepted by the Master Fund.
|
(a)
|
Organization and Offering Expenses
|
Expenses
incurred in connection with organizing the Fund and the Master Fund and the initial offering of its shares are paid by the Managing Owner. Expenses incurred in connection with the continuous offering of shares of the Fund after the commencement of
the Master Funds trading operations will also be paid by the Managing Owner.
The Master Fund will pay the
Managing Owner a management fee (the Management Fee), monthly in arrears, in an amount equal to 0.75% per annum of the net asset value of Master Fund. No separate management fee will be paid by any Fund. The Management Fee will be paid in
consideration of the Managing Owners commodity futures trading advisory services.
|
(c)
|
Brokerage Commissions and Fees
|
The Master
Fund will pay to the Commodity Broker all brokerage commissions, including applicable exchange fees, National Futures Association fees, give up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with its
trading activities. The Commodity Brokers brokerage commissions and trading fees will be determined on a contract by contract basis.
|
(d)
|
Routine Operational, Administrative and Other Ordinary Expenses
|
The Managing Owner will pay all routine operational, administrative and other ordinary expenses of the Fund and the Master Fund, including, but not limited to, computer services, the fees and expenses of the Trustee
(Wilmington Trust Company), legal and accounting fees and expenses, tax preparation expenses, filing fees, and printing, mailing and duplication costs.
213
DB PRECIOUS METALS MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
|
(e)
|
Extraordinary Fees and Expenses
|
The Master
Fund will pay all the extraordinary fees and expenses (as such term is defined in the Amended and Restated Declaration of Trust and Trust Agreement of the Master Trust), if any, of itself and of the Fund. Extraordinary fees and expenses are fees and
expenses which are non-recurring and unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other unanticipated expenses. Such extraordinary fees and expenses, by their nature, are unpredictable in terms of
timing and amount.
|
(f)
|
Management Fee and Expenses to be Paid First out of Interest Income
|
The Management Fee and brokerage commissions and fees of the Fund and the Master Fund will be paid, upon commencement of operations, first out of interest income from the Master Funds holdings of
U.S. Treasury bills and other high credit quality short-term fixed income securities on deposit with the Commodity Broker as margin or otherwise. To the extent interest income is not sufficient to cover the fees and expenses of the Fund and the
Master Fund during any period, the excess of such fees and expenses over such interest income will be paid out of income from futures trading, if any, or from sales of the Master Funds fixed income securities.
The term of the Master Fund is
perpetual unless terminated earlier in certain circumstances.
On any business day, the Fund may
place an order with the Managing Owner to redeem one or more Master Unit Baskets. Redemption orders must be placed by the Order Cut-Off Time (as such term is defined in the Master Trust Agreement). The day on which the Managing Owner receives a
valid redemption order is the redemption order date. The redemption procedure allows the Fund to redeem Master Unit Baskets.
The redemption
proceeds from the Master Fund consist of the cash redemption amount. The cash redemption amount is equal to the net asset value of the number of Master Unit Baskets requested in the Funds redemption order as of the closing time of the Amex or
the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date. The Managing Owner on behalf of the Master Fund will distribute the cash redemption amount to the Fund no later
than noon, New York time, on the business day immediately following the redemption order date.
The redemption proceeds due from the Master
Fund are delivered to the Fund no later than noon, New York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date, the Master Fund account has
been credited with the Master Unit Baskets to be redeemed. If the Master Funds account has not been credited with all of the Master Unit Baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole
Master Unit Baskets received. Any remainder of the redemption distribution is delivered on the next business day to the extent of remaining whole Master Unit Baskets received if the Managing Owner 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 Master Unit Baskets to be redeemed are credited to the
214
DB PRECIOUS METALS MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
Master Funds account by noon, New York time, on such next business day. Any further outstanding amount of the redemption order shall be canceled. The
Managing Owner is also authorized to deliver the redemption distribution notwithstanding that the Master Unit Baskets to be redeemed are not credited to the Master Funds account by noon, New York time, on the business day immediately following
the redemption order date if the Fund has collateralized its obligation to deliver the Master Unit Baskets on such terms as the Managing Owner may determine from time-to-time.
215
P
OWERSHARES DB PRECIOUS METALS FUND AND SUBSIDIARY
Consolidated Statements of Financial Condition
September 30, 2007 (unaudited) and December 31, 2006 (i)
|
|
|
|
|
|
|
|
|
September 30, 2007
(unaudited)
|
|
December 31, 2006
|
Assets
|
|
|
|
|
|
|
United States Treasury Obligations, at fair value
(cost $24,431,296)
|
|
$
|
24,439,748
|
|
$
|
|
Cash held by broker
|
|
|
2,163,158
|
|
|
1,000
|
Net Unrealized appreciation on futures contracts
|
|
|
2,011,560
|
|
|
|
Other assets
|
|
|
2,627
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
28,617,093
|
|
$
|
1,000
|
|
|
|
|
|
|
|
Liabilities and shareholders equity
|
|
|
|
|
|
|
Management fee payable
|
|
$
|
13,986
|
|
$
|
|
Other liabilities
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
14,986
|
|
|
|
|
|
|
|
|
|
|
Commitment and contingencies (Note 9)
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
|
|
|
|
General shares:
|
|
|
|
|
|
|
Paid in capital40 shares issued and outstanding as of September 30, 2007 and December 31, 2006, respectively
|
|
|
1,000
|
|
|
1,000
|
Accumulated earnings
|
|
|
144
|
|
|
|
|
|
|
|
|
|
|
Total General shares
|
|
|
1,144
|
|
|
1,000
|
|
|
|
|
|
|
|
Limited shares:
|
|
|
|
|
|
|
Paid in capital1,000,000 and no redeemable shares issued and outstanding as of September 30, 2007 and December 31, 2006,
respectively
|
|
|
25,134,580
|
|
|
|
Accumulated earnings
|
|
|
3,466,383
|
|
|
|
|
|
|
|
|
|
|
Total Limited shares
|
|
|
28,600,963
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
28,602,107
|
|
|
1,000
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
28,617,093
|
|
$
|
1,000
|
|
|
|
|
|
|
|
Net asset value per share
|
|
|
|
|
|
|
General shares
|
|
$
|
28.60
|
|
$
|
25.00
|
Limited shares
|
|
$
|
28.60
|
|
|
Not Applicable
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
Represents financial condition only for PowerShares DB Precious Metals Fund as consolidation of DB Precious Metals Master Fund occurred upon commencement of investment operation, as
of January 3, 2007.
|
216
P
OWERSHARES DB PRECIOUS METALS FUND AND SUBSIDIARY
Unaudited Consolidated Schedule of Investments
September 30, 2007
|
|
|
|
|
|
|
|
|
|
Description
|
|
Percentage of
Net Assets
|
|
|
Fair Value
|
|
Face Value
|
United States Treasury Obligations
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Bills, 4.28% due October 4, 2007
|
|
45.44
|
%
|
|
$
|
12,996,542
|
|
$
|
13,000,000
|
U.S. Treasury Bills, 4.00% due October 11, 2007
|
|
5.24
|
|
|
|
1,498,701
|
|
|
1,500,000
|
U.S. Treasury Bills, 4.825% due November 1, 2007
|
|
17.43
|
|
|
|
4,985,370
|
|
|
5,000,000
|
U.S. Treasury Bills, 4.05% due December 20, 2007
|
|
17.34
|
|
|
|
4,959,135
|
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
Total United States Treasury Obligations (cost $24,431,296)
|
|
85.45
|
%
|
|
$
|
24,439,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A portion of the above United States Treasury Obligations are held as initial margin
against open futures contracts as noted in Note 4(d)
|
|
|
|
|
|
|
Description
|
|
Percentage of
Net Assets
|
|
|
Fair Value
|
Unrealized Appreciation on Futures Contracts
|
|
|
|
|
|
|
Gold (293 contracts, settlement date August 27, 2008)
|
|
6.44
|
%
|
|
$
|
1,841,710
|
Silver (76 contracts, settlement date December 27, 2007)
|
|
0.59
|
|
|
|
169,850
|
|
|
|
|
|
|
|
Net Unrealized Appreciation on Futures Contracts
|
|
7.03
|
%
|
|
$
|
2,011,560
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
217
P
OWERSHARES DB PRECIOUS METALS FUND AND SUBSIDIARY
Unaudited Consolidated Statements of Income and Expenses
For the Three Months and Period Ended September 30,
2007 (i)
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
September 30,
2007
|
|
|
Period Ended
September 30,
2007
|
Income
|
|
|
|
|
|
|
|
Interest Income
|
|
$
|
231,361
|
|
|
$
|
739,220
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
Management fee
|
|
|
36,248
|
|
|
|
113,801
|
Brokerage commissions and fees
|
|
|
1,933
|
|
|
|
6,069
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
38,181
|
|
|
|
119,870
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
193,180
|
|
|
|
619,350
|
|
|
|
|
|
|
|
|
Realized and Net Change in Unrealized Gain (Loss) on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
Realized Gain (Loss) on
|
|
|
|
|
|
|
|
United States Treasury Obligations
|
|
|
|
|
|
|
5,555
|
Futures
|
|
|
(1,910
|
)
|
|
|
821,610
|
|
|
|
|
|
|
|
|
Net realized gain (loss)
|
|
|
(1,910
|
)
|
|
|
827,165
|
|
|
|
|
|
|
|
|
Net Change in Unrealized Gain on
|
|
|
|
|
|
|
|
United States Treasury Obligations
|
|
|
3,707
|
|
|
|
8,452
|
Futures
|
|
|
2,343,639
|
|
|
|
2,011,560
|
|
|
|
|
|
|
|
|
Net change in unrealized gain
|
|
|
2,347,346
|
|
|
|
2,020,012
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain on United States Treasury Obligations and Futures
|
|
|
2,345,436
|
|
|
|
2,847,177
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
2,538,616
|
|
|
$
|
3,466,527
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Precious Metals Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
218
P
OWERSHARES DB PRECIOUS METALS FUND AND SUBSIDIARY
Unaudited Consolidated Statement of Changes in Shareholders Equity
For the Three Months ended
September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Shares
|
|
Limited Shares
|
|
|
Total
|
|
|
|
General Shares
|
|
Accumulated
Earnings
|
|
Total General
Shareholders
Equity
|
|
Limited Shares
|
|
Accumulated
Earnings
(Deficit)
|
|
|
Total Limited
Shareholders
Equity
(Deficit)
|
|
|
Total
Shareholders
Equity
(Deficit)
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Balance at July 1, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
13
|
|
$
|
1,013
|
|
600,000
|
|
$
|
14,260,860
|
|
$
|
927,898
|
|
|
$
|
15,188,758
|
|
|
$
|
15,189,771
|
|
Sale of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
400,000
|
|
|
10,873,720
|
|
|
|
|
|
|
10,873,720
|
|
|
|
10,873,720
|
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
11
|
|
|
11
|
|
|
|
|
|
|
|
193,169
|
|
|
|
193,169
|
|
|
|
193,180
|
|
Net realized loss on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,910
|
)
|
|
|
(1,910
|
)
|
|
|
(1,910
|
)
|
Net change in unrealized gain on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
120
|
|
|
120
|
|
|
|
|
|
|
|
2,347,226
|
|
|
|
2,347,226
|
|
|
|
2,347,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
|
|
|
131
|
|
|
131
|
|
|
|
|
|
|
|
2,538,485
|
|
|
|
2,538,485
|
|
|
|
2,538,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
144
|
|
$
|
1,144
|
|
1,000,000
|
|
$
|
25,134,580
|
|
$
|
3,466,383
|
|
|
$
|
28,600,963
|
|
|
$
|
28,602,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
219
P
OWERSHARES DB PRECIOUS METALS FUND AND SUBSIDIARY
Unaudited Consolidated Statement of Changes in Shareholders Equity
For the Period Ended September 30,
2007 (i)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Shares
|
|
Limited Shares
|
|
|
Total
|
|
|
|
General Shares
|
|
Accumulated
Deficit
|
|
Total General
Shareholders
Equity
|
|
Limited Shares
|
|
|
Accumulated
Earnings
|
|
Total Limited
Shareholders
Equity
(Deficit)
|
|
|
Total
Shareholders
Equity
(Deficit)
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
Balance at January 1, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
|
|
$
|
1,000
|
|
|
|
|
$
|
|
|
|
$
|
|
|
$
|
|
|
|
$
|
1,000
|
|
Sale of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
1,400,000
|
|
|
|
35,873,720
|
|
|
|
|
|
|
35,873,720
|
|
|
|
35,873,720
|
|
Redemptions of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
(400,000
|
)
|
|
|
(10,739,140
|
)
|
|
|
|
|
|
(10,739,140
|
)
|
|
|
(10,739,140
|
)
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
33
|
|
|
33
|
|
|
|
|
|
|
|
|
|
619,317
|
|
|
619,317
|
|
|
|
619,350
|
|
Net realized gain on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
47
|
|
|
47
|
|
|
|
|
|
|
|
|
|
827,118
|
|
|
827,118
|
|
|
|
827,165
|
|
Net change in unrealized gain on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
64
|
|
|
64
|
|
|
|
|
|
|
|
|
|
2,019,948
|
|
|
2,019,948
|
|
|
|
2,020,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
|
|
|
144
|
|
|
144
|
|
|
|
|
|
|
|
|
|
3,466,383
|
|
|
3,466,383
|
|
|
|
3,466,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
144
|
|
$
|
1,144
|
|
1,000,000
|
|
|
$
|
25,134,580
|
|
|
$
|
3,466,383
|
|
$
|
28,600,963
|
|
|
$
|
28,602,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Precious Metals Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
220
P
OWERSHARES DB PRECIOUS METALS FUND AND SUBSIDIARY
Unaudited Consolidated Statement of Cash Flows
For the Period Ended September 30, 2007 (i)
|
|
|
|
|
Cash flow provided by operating activities
|
|
|
|
|
Net Income
|
|
$
|
3,466,527
|
|
Adjustments to reconcile net income to net cash used by operating activities:
|
|
|
|
|
Cost of securities purchased
|
|
|
(71,134,724
|
)
|
Proceeds from securities sold
|
|
|
47,384,542
|
|
Net accretion of discount and amortization of premium on United States Treasury Obligations
|
|
|
(675,559
|
)
|
Net unrealized gain on United States Treasury Obligations
|
|
|
(5,555
|
)
|
Net unrealized gain on United States Treasury Obligations and futures
|
|
|
(2,020,012
|
)
|
Increase/Decrease in operating assets and liabilities:
|
|
|
|
|
Other Assets
|
|
|
(2,627
|
)
|
Management fee payable
|
|
|
13,986
|
|
Other Liabilities
|
|
|
1,000
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(22,972,422
|
)
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Proceeds from sale of Limited Shares
|
|
|
35,873,720
|
|
Redemption on sale of Limited Shares
|
|
|
(10,739,140
|
)
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
25,134,580
|
|
|
|
|
|
|
Net change in cash held by broker
|
|
|
2,162,158
|
|
Cash held by broker at beginning of period
|
|
|
1,000
|
|
|
|
|
|
|
Cash held by broker at end of period
|
|
$
|
2,163,158
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Precious Metals Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
221
P
OWERSHARES DB PRECIOUS METALS FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
PowerShares DB Precious Metals Fund
(the Fund; Fund may also refer to the Fund and the Master Fund, collectively, as the context requires), a separate series of PowerShares DB Multi-Sector Commodity Trust (the Trust), a Delaware statutory trust
organized in seven separate series and formed on August 3, 2006, and its subsidiary, DB Precious Metals Master Fund (the Master Fund), a separate series of DB Multi-Sector Commodity Master Trust (the Master Trust), a
Delaware statutory trust organized in seven separate series and formed on August 3, 2006. DB Commodity Services LLC, a Delaware limited liability company, (DBCS or the Managing Owner) funded both the Fund and the Master
Fund with a capital contribution of $1,000 to each Fund in exchange for 40 General Shares of each Fund. The fiscal year end of the Fund is December 31st. The term of the Fund is perpetual (unless terminated earlier in certain circumstances) as
provided in the Amended and Restated Declaration of Trust and Trust Agreement of the Trust and the Master Trust (the Trust Agreement).
The Fund offers common units of beneficial interest (the Limited Shares) only to certain eligible financial institutions (Authorized Participants) in one or more blocks of 200,000 Limited Shares, called a Basket. The
proceeds from the offering of Limited Shares are invested in the Master Fund. The Fund and the Master Fund commenced investment operations on January 3, 2007 with the initial offering of 1,000,000 Limited Shares to Deutsche Bank Securities Inc.
as initial purchaser of the Fund in exchange for $25,000,000. The Fund commenced trading on the American Stock Exchange (the Amex) on January 5, 2007.
The accompanying consolidated financial statements are unaudited, but in the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly the consolidated
financial statements have been made. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles may have been condensed or omitted. The Funds
Prospectus should be read in conjunction with these interim consolidated financial statements. Interim period results are not necessarily indicative of results for a full-year period.
This report covers the three months ended September 30, 2007 and the period from January 3, 2007 (commencement of investment operations) to
September 30, 2007(herein referred to as Period Ended September 30, 2007).
(2)
|
Fund Investment Overview
|
The Master Fund invests
with a view to tracking the changes, whether positive or negative, in level of the Deutsche Bank Liquid Commodity IndexOptimum Yield Precious Metals Excess Return (DBLCI-OY Precious Metals ER) plus the excess, if any, of the Master
Funds income from its holdings of United States Treasury obligations and other high credit quality short-term fixed income securities over the expenses of the Fund and the Master Fund. The Index is intended to reflect the change in market
value of the precious metals sector. The commodities comprising the Index, or the Index Commodities, are gold and silver. The Master Fund holds United States Treasury obligations and other high credit quality short-term fixed income securities for
deposit with the Master Funds commodities brokers as margin and for investment.
DBLCI and Deutsche Bank Liquid Commodity
Index are trademarks of Deutsche Bank AG London (the Index Sponsor). Trademark applications in the United States are pending with respect to both the Trust and aspects of the Index. Any use of these trademarks must be with the
consent of or under license from the Index Sponsor. The Fund, Master Fund and the Managing Owner have been licensed to use DBLCI and Deutsche Bank Liquid Commodity Index. The Index Sponsor is an affiliate of the Fund, the Master Fund and
the Managing Owner.
222
POWERSHARES DB PRECIOUS METALS FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
(3)
|
Related Party Agreements
|
The Managing Owner
The Managing Owner serves the Fund and Master Fund as commodity pool operator, commodity trading advisor and managing owner, and is
an indirect wholly-owned subsidiary of Deutsche Bank AG.
The Commodity Broker
Deutsche Bank Securities Inc., a Delaware corporation, serves as the Master Funds clearing broker (the Commodity Broker). The Commodity
Broker is an indirect wholly-owned subsidiary of Deutsche Bank AG. In its capacity as clearing broker, the Commodity Broker will execute and clear each of the Master Funds futures transactions and will perform certain administrative services
for the Master Fund. The Commodity Broker is an affiliate of the Managing Owner.
(4)
|
Summary of Significant Accounting Policies
|
|
(a)
|
Basis of Presentation and Consolidation
|
The
consolidated financial statements of the Fund have been prepared using U.S. generally accepted accounting principles, and they include the financial statement balances of the Fund and the Master Fund. Upon the initial offering of the Limited Shares
on January 3, 2007, the capital raised by the Fund was used to purchase 100% of the common units of beneficial interest of the Master Fund (Master Fund Limited Units) (excluding common units of beneficial interest of the Master Fund
held by the Managing Owner (Master Fund General Units)). The Master Fund Limited Units owned by the Fund provide the Fund and its investors certain controlling rights and abilities over the Master Fund. Consequently, the financial
statement balances of the Master Fund have been consolidated with the Funds financial statement balances beginning January 3, 2007 (commencement of investment operations), and all significant inter-company balances and transactions have
been eliminated.
The preparation of the
consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expense and related
disclosure of contingent assets and liabilities during the reporting period of the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
The Fund defines cash
and cash equivalents to be highly liquid investments, with original maturities of three months or less when purchased. There were no cash equivalents held by the Fund as of September 30, 2007 and December 31, 2006.
|
(d)
|
United States Treasury Obligations
|
The Fund
records purchases and sales of United States Treasury obligations on a trade date basis. These holdings are marked to market based on quoted market closing prices. The Fund holds United
223
POWERSHARES DB PRECIOUS METALS FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
States Treasury obligations for deposit with the Master Funds commodity brokers as margin and for trading purposes. Included in the United States
Treasury obligations as of September 30, 2007 is $1,296,675, which is restricted and held against initial margin of the open futures contracts. Interest income is recognized on an accrual basis when earned. Premiums and discounts are amortized
or accreted over the life of the United States Treasury obligations.
The Fund and the Master Fund
are classified as a grantor trust and a partnership, respectively, for U.S. federal income tax purposes. Accordingly, neither the Fund nor the Master Fund will incur U.S. federal income taxes. No provision for federal, state, and local income taxes
has been made in the accompanying consolidated financial statements, as investors are individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain, loss, deductions and other
items.
All commodity futures
contracts are held and used for trading purposes. The commodity futures are recorded on a trade date basis and open contracts are recorded in the consolidated statement of financial condition at fair value on the last business day of the period,
which represents market value for those commodity futures for which market quotes are readily available. However, when market closing prices are not available, the Managing Owner may value an asset of the Master Fund pursuant to policies the
Managing Owner has adopted, which are consistent with normal industry standards. Realized gains (losses) and changes in unrealized appreciation (depreciation) on open positions are determined on a specific identification basis and recognized in the
consolidated statement of income and expenses in the period in which the contract is closed or the changes occur, respectively.
The Master Fund currently
pays the Managing Owner a management fee (Management Fee), monthly in arrears, in an amount equal to 0.75% per annum of the daily net asset value of the Master Fund. No separate management fee is paid by the Fund. The Management Fee
is paid in consideration of the Managing Owners commodity futures trading advisory services.
|
(h)
|
Brokerage Commissions and Fees
|
The Master
Fund incurs 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. These costs
are recorded as brokerage commissions and fees in the consolidated statement of income and expenses. On average, total charges paid to the Commodity Broker were approximately $7.00 per round-turn trade during the three months ended and the period
ended September 30, 2007, although the Commodity Brokers brokerage commissions and trading fees are determined on a contract-by-contract basis. Brokerage commissions and fees have approximated 0.04%, on an annual basis, of the net asset
value of the Master Fund during the three months ended and the period ended September 30, 2007.
224
POWERSHARES DB PRECIOUS METALS FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
|
(i)
|
Routine Operational, Administrative and Other Ordinary Expenses
|
The Managing Owner assumes all routine operational, administrative and other ordinary expenses of the Fund and the Master 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. Accordingly, all such expenses are not reflected in the consolidated statement of income and expenses of the Fund.
|
(j)
|
Non-Recurring and Unusual Fees and Expenses
|
The Master Fund pays all fees and expenses, if any, of the Fund and the Master Fund, which are non-recurring and unusual in nature. Such expenses include legal claims and liabilities, litigation costs or indemnification or other
unanticipated expenses. Such fees and expenses, by their nature, are unpredictable in terms of timing and amount. For the three months ended and the period ended September 30, 2007, the Fund and the Master Fund did not incur such expenses.
(5)
|
Financial Instrument Risk
|
In the normal course of
its business, the Master Fund is 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 Master Fund are commodity futures, whose values 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 Master 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 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 Master Fund could experience substantial
losses.
Credit risk is the possibility that a loss may occur due to the failure of an exchange clearinghouse 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 Master Funds risk of loss in the event of
counterparty default is typically limited to the amounts recognized in the consolidated statement of financial condition and not represented by the futures contract or notional amounts of the instruments.
The Fund and the Master Fund have not utilized, nor do they expect to utilize in the future, special purpose entities to facilitate off-balance sheet
financing arrangements and have 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.
(6)
|
Share Purchases and Redemptions
|
Limited Shares may be purchased
from the Fund only by Authorized Participants in one or more blocks of 200,000 Shares, called a Basket. The Fund issues Limited Shares in Baskets only to Authorized
225
POWERSHARES DB PRECIOUS METALS FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
Participants continuously as of noon, New York time, on the business day immediately following the date on which a valid order to create a Basket is accepted
by the Fund, at the net asset value of 200,000 Limited Shares as of the closing time of the Amex or the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid order to create a
Basket is accepted by the Fund.
On any business day, an
Authorized Participant may place an order with the Managing Owner to redeem one or more Baskets. Redemption orders must be placed by 10:00 a.m., New York time. The day on which the Managing Owner receives a valid redemption order is the redemption
order date. Redemption orders are irrevocable. The redemption procedures allow Authorized Participants to redeem Baskets. Individual shareholders may not redeem directly from the Fund.
By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through The Depository Trust Companys
(DTC) book-entry system to the Fund not later than noon, New York time, on the business day immediately following the redemption order date. By placing a redemption order, and prior to receipt of the redemption proceeds, an Authorized
Participants 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 net asset value of the number of Basket(s) requested in the Authorized Participants redemption order as of the closing time of the Amex or the last to close
of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date. The Fund will distribute the cash redemption amount at noon, New York time, on the business day immediately following the
redemption order date through DTC to the account of the Authorized Participant as recorded on DTCs book-entry system.
The redemption
proceeds due from the Fund are delivered to the Authorized Participant at noon, New York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date,
the Funds DTC account has been credited with the Baskets to be redeemed. If the Funds DTC account has not been credited with all of the Baskets to be redeemed by such time, the redemption proceeds are delivered to the extent of whole
Baskets received. Any remainder of the redemption proceeds are delivered on the next business day to the extent of remaining whole Baskets received if the Managing Owner 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 Baskets to be redeemed are credited to the Funds DTC account by noon, New York time, on such next business day. Any further outstanding amount of the redemption
order will be canceled. The Managing Owner is also authorized to deliver the redemption proceeds notwithstanding that the Baskets to be redeemed are not credited to the Funds DTC account by noon, New York time, on the business day immediately
following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the Baskets through DTCs book-entry system on such terms as the Managing Owner may from time-to-time agree upon.
|
(c)
|
Limited Share Transactions
|
The Fund and the
Master Fund commenced investment operations on January 3, 2007 with the initial offering of 1,000,000 Limited Shares to Deutsche Bank Securities Inc. as Initial Purchaser of the Fund
226
POWERSHARES DB PRECIOUS METALS FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
in exchange for $25,000,000. The Fund commenced trading on the American Stock Exchange (the Amex) on January 5, 2007. In the three months
ended September 30, 2007, an additional 400,000 Limited Shares were issued for $10,873,720 and no Limited Shares were redeemed. In the period ended September 30, 2007, an additional 400,000 Limited Shares were issued for $10,873,720 and
400,000 Limited were redeemed for $10,739,140.
(7)
|
Profit and Loss Allocations and Distributions
|
Pursuant to the Amended and Restated Declaration of Trust and Trust Agreement of the Master Trust, income and expenses are allocated pro rata to the General and Limited Shareholders monthly based on their respective percentage interests as
of the close of the last trading day of the preceding month. Any losses allocated to the Managing Owner (the owner of the General Shares) which are in excess of the Managing Owners capital balance are allocated to the Limited Shareholders in
accordance with their respective interest in the Master Fund as a percentage of total shareholders equity. 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.
(8)
|
Organizational and Offering Costs
|
All organizing
and offering expenses of the Fund and its Master Fund are incurred and assumed by the Managing Owner. Expenses incurred in connection with the continuous offering of Shares of the Fund after the commencement of the Master Funds trading
operations also will be paid by the Managing Owner.
(9)
|
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 and the Master 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 which are in the best interests of the Fund and the Master Fund. While the Funds and the Master Funds exposure under such indemnification provisions cannot be estimated,
until a claim arises, these general business indemnifications are not expected to have a material impact on either the Funds or the Master Funds financial position.
(10)
|
Net Asset Value and Financial Highlights
|
The Fund
is presenting the following net asset value and financial highlights related to investment performance and operations for a Limited Share outstanding for the three months ended September 30, 2007 and for the period from January 3, 2007
(commencement of investment operations) to September 30, 2007 (herein referred to as Period ended September 30, 2007). The net investment income and total expense ratios are calculated using average net asset value. The net
asset value presentation is calculated using daily Limited Shares outstanding. The net investment income and total expense ratios have been annualized. The total return is based on the change in net asset value of the Limited Shares during the
period. An individual investors return and ratios may vary based on the timing of capital transactions.
227
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2007
|
|
|
Period Ended
September 30, 2007
|
|
Net Asset Value
|
|
|
|
|
|
|
|
|
Initial offering price per Limited Share
|
|
$
|
|
|
|
$
|
25.00
|
|
Net realized and change in unrealized gain on United States
Treasury Obligations and Futures
|
|
$
|
3.03
|
|
|
$
|
2.82
|
|
Net investment income
|
|
|
0.26
|
|
|
|
0.78
|
|
|
|
|
|
|
|
|
|
|
Net increase
|
|
|
3.29
|
|
|
|
3.60
|
|
Net asset value per Limited Share, beginning of period
|
|
$
|
25.31
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per Limited Share, end of period
|
|
$
|
28.60
|
|
|
$
|
28.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value per Limited Share, beginning of period
|
|
$
|
25.32
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Market value per Limited Share, end of period
|
|
$
|
28.61
|
|
|
$
|
28.61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio to average net assets (i)
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
3.93
|
%
|
|
|
4.04
|
%
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
0.78
|
%
|
|
|
0.78
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return, at net asset value (ii)
|
|
|
13.00
|
%
|
|
|
14.40
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return, at market value (ii)
|
|
|
12.99
|
%
|
|
|
14.44
|
%
|
|
|
|
|
|
|
|
|
|
(i)
|
Percentages are annualized.
|
(ii)
|
Percentages are not annualized and for the period ended September 30, 2007 are calculated based on the initial offering price upon commencement of investment operations of
$25.00.
|
(11)
|
Recently Issued Accounting Standards
|
In July 2006,
the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial
statements and prescribes a threshold of more-likely-than-not for recognition of tax benefits of uncertain tax positions taken or expected to be taken in a tax return. FIN 48 also provides related guidance on measurement, derecognition,
classification, interest and penalties, and disclosure. The Fund adopted FIN 48 on January 1, 2007 and has determined that the application of this standard will not impact the financial statements.
In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurement (Statement 157). Statement 157 defines fair value,
establishes framework for the measurement of fair value and enhances disclosures about fair value measurements. The Statement does not require any new fair value measures. The Statement is effective for fair value measures already required or
permitted by other standards for fiscal years beginning after November 15, 2007. The Fund is required to adopt Statement 157 beginning on January 1, 2008. Statement 157 is required to be applied prospectively, except for certain
financial instruments. Any transition adjustment will be recognized as an adjustment to opening retained earnings in the year of adoption. The Fund is currently evaluating the impact of adopting Statement 157 on its results of operations and
financial position.
227.1
R
eport of Independent Registered Public Accounting Firm
The Unitholder
PowerShares DB Gold Fund:
We have audited the accompanying
statement of financial condition of PowerShares DB Gold Fund (the Fund) as of December 31, 2006. This statement of financial condition is the responsibility of the Funds management. Our responsibility is to express an opinion on this
statement of financial condition based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of PowerShares DB Gold Fund as of December 31, 2006, in conformity with
U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
March 14, 2007
228
P
OWERSHARES DB GOLD FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statement of Financial Condition
December 31, 2006
|
|
|
|
Assets
|
|
|
|
Due from DB Gold Master Fund
|
|
$
|
1,000
|
|
|
|
|
Total assets
|
|
$
|
1,000
|
|
|
|
|
Fund Capital
|
|
|
|
General units40 general units
|
|
$
|
1,000
|
|
|
|
|
Total fund capital
|
|
$
|
1,000
|
|
|
|
|
See accompanying notes to statement of financial condition.
229
P
OWERSHARES DB GOLD FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
PowerShares DB Gold Fund
(the Fund), an indirect wholly owned subsidiary of Deutsche Bank AG (DBAG), was formed as a separate series of PowerShares DB Multi-Sector Commodity Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006,
and has not yet commenced operations. The Fund will offer common units of beneficial interest (the Shares) to investors (Shareholders). The only capital contributed to the Fund as of December 31, 2006 is a capital contribution of $1,000 by
DB Commodity Services LLC (the Managing Owner) whereby 40 general units were issued to the Managing Owner for its capital contribution. The Managing Owner, a wholly owned subsidiary of DBAG, serves as the managing owner, commodity pool operator
and commodity trading advisor of the Fund and DB Gold Master Fund (the Master Fund). The Managing Owner and the Shareholders will share in any profits, losses, and expenses of the Fund in proportion to the percentage interest owned by each.
The proceeds of the offering of Shares will be invested in the Master Fund. The Master Fund was formed as a separate series of DB
Multi-Sector Commodity Master Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006, and has not yet commenced operations. The Master Fund will trade exchange traded futures on the commodities comprising the
Deutsche Bank Liquid Commodity IndexOptimum Yield Gold Excess Return (DBLCI-OY GC ER, or the Index), with a view to tracking the changes, positive and negative, of the Index over time. The Master Funds portfolio also will
include United States Treasury securities for deposit with the Master Funds commodities brokers as margin and other high credit quality short term fixed income securities.
The Index, which intends to reflect the Gold sector, is comprised of and tracks the change in the market value of Gold.
(2)
|
Summary of Significant Accounting Policies
|
The accompanying
statement of financial condition has been prepared in conformity with U.S. generally accepted accounting principles.
The preparation of the
statement of financial condition in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the statement of financial condition. Actual results could differ from those estimates.
|
(c)
|
Due from DB Gold Master Fund
|
The Managing
Owner funded cash to the Master Fund on behalf of the Fund as of December 31, 2006, which represents the Managing Owners capital contribution to the Fund.
The Master Fund and the Fund
will be classified as a partnership and a grantor trust, respectively, for United States federal income tax purposes. Accordingly, neither the Master Fund, nor the Fund will
230
POWERSHARES DB GOLD FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
incur United States federal income taxes. No provision for federal, state, and local income taxes has been made in the accompanying statement of financial
condition, as each investor will be individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain, loss, deductions and other items.
(3)
|
The Offering of the Shares
|
Shares may be purchased
from the Fund only by certain eligible financial institutions, (the Authorized Participants) and only in one or more blocks of 200,000 Shares, called a Basket, although the initial Basket(s) will be purchased by Deutsche Bank Securities Inc.
(the Initial Purchaser). The Fund will issue Shares in Baskets only to Authorized Participants continuously as of noon, New York time, on the business day immediately following the date on which a valid order to create a Basket is accepted by
the Fund, at the net asset value of 200,000 Shares as of the closing time of the American Stock Exchange (Amex) or the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid
order to create a Basket is accepted by the Fund.
(4)
|
Operating Expenses, Organizational, and Offering Costs
|
Expenses incurred in connection with organizing the Fund and the Master Fund and the initial offering of its Shares are paid by the Managing Owner. Expenses incurred in connection with the continuous offering of Shares of the Fund after the
commencement of the Master Funds trading operations will also be paid by the Managing Owner.
The term of the Fund is perpetual
unless terminated earlier in certain circumstances.
On any business day, an Authorized
Participant may place an order with the Managing Owner to redeem one or more Baskets. Redemption orders must be placed by the Order Cut-Off Time (as such term is defined in the Trust Agreement). The day on which the Managing Owner receives a valid
redemption order is the redemption order date. Redemption orders are irrevocable. The redemption procedures allow Authorized Participants to redeem Baskets. Individual Shareholders may not redeem directly from the Fund. Instead, individual
Shareholders may only redeem Shares in integral multiples of 200,000 and only through an Authorized Participant.
By placing a redemption
order, an Authorized Participant agrees to deliver the Baskets to be redeemed through the Depository Trust Companys (DTC) book entry system to the Fund not later than noon, New York time, on the business day immediately following the
redemption order date. By placing a redemption order, and prior to receipt of the redemption distribution, an Authorized Participants DTC account will be charged the nonrefundable transaction fee due for the redemption order.
The redemption distribution from the Fund consists of the cash redemption amount. The cash redemption amount is equal to the net asset value of the number
of Baskets requested in the Authorized Participants redemption order as of the closing time of the Amex or the last to close of the exchanges on which the
231
POWERSHARES DB GOLD FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
Master Funds assets are traded, whichever is later, on the redemption order date. The Managing Owner on behalf of the Fund will distribute the cash
redemption amount at noon, New York time, on the business day immediately following the redemption order date through DTC to the account of the Authorized Participant as recorded on DTCs book-entry system.
The redemption distribution due from the Fund is delivered to the Authorized Participant at noon, New York time, on the business day immediately following
the redemption order date if, by such time on such business day immediately following the redemption order date, the Funds DTC account has been credited with the Baskets to be redeemed. If the Funds DTC account has not been credited with
all of the Baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole Baskets received. Any remainder of the redemption distribution is delivered on the next business day to the extent of remaining whole
Baskets received if the Managing Owner 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 Baskets to be redeemed are credited to the
Funds DTC account by noon, New York time, on such next business day. Any further outstanding amount of the redemption order shall be canceled. The Managing Owner is also authorized to deliver the redemption distribution notwithstanding that
the Baskets to be redeemed are not credited to the Funds DTC account by noon, New York time, on the business day immediately following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the
Baskets through DTCs book-entry system on such terms as the Managing Owner may determine from time-to-time.
232
R
eport of Independent Registered Public Accounting Firm
The Unitholder
DB Gold Master Fund:
We have audited the accompanying
statement of financial condition of DB Gold Master Fund (the Master Fund) as of December 31, 2006. This statement of financial condition is the responsibility of the Master Funds management. Our responsibility is to express an opinion on
this statement of financial condition based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of DB Gold Master Fund as of December 31, 2006, in conformity with U.S.
generally accepted accounting principles.
/s/ KPMG LLP
New
York, New York
March 14, 2007
233
D
B GOLD MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statement of Financial Condition
December 31, 2006
|
|
|
|
Assets
|
|
|
|
Cash held by Commodity Broker
|
|
$
|
2,030
|
|
|
|
|
Total assets
|
|
$
|
2,030
|
|
|
|
|
Liabilities and Unitholders Capital
|
|
|
|
Due to PowerShares DB Gold Fund
|
|
$
|
1,000
|
|
|
|
|
Total liabilities
|
|
|
1,000
|
|
|
|
|
Unitholders Capital
|
|
|
1,030
|
|
|
|
|
Total liabilities and Unitholders capital
|
|
$
|
2,030
|
|
|
|
|
See accompanying notes to statement of financial condition.
234
D
B GOLD MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
DB Gold Master Fund (the Master
Fund), an indirect wholly owned subsidiary of Deutsche Bank AG (DBAG), was formed as a separate series of DB Multi-Sector Commodity Master Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006, and has not
yet commenced operations. The Master Fund will offer common units of beneficial interest (the Units), and the only Unitholders will be PowerShares DB Gold Fund (the Fund) and DB Commodity Services LLC (the Managing Owner). The Fund, an
indirect wholly owned subsidiary of DBAG, was formed as a separate series of PowerShares DB Multi-Sector Commodity Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006, and has not yet commenced operations. The
only capital contributed to the Master Fund as of December 31, 2006 is a capital contribution of $1,000 by the Managing Owner whereby 40 general units were issued to the Managing Owner for its capital contribution. The Managing Owner, a wholly
owned subsidiary of DBAG, serves as the managing owner, commodity pool operator and commodity trading advisor of the Master Fund and the Fund. The Managing Owner and the Unitholders share in any profits, losses and expenses of the Master Fund in
proportion to the percentage interest owned by each.
The Master Fund will invest the proceeds from the offering of Units by trading
exchange traded futures on the commodities comprising the Deutsche Bank Liquid Commodity IndexOptimum Yield Gold Excess Return (DBLCI-OY GC ER, or the Index), with a view to tracking the changes, positive and negative of the Index
over time. The Master Funds portfolio also will include U.S. Treasury securities for deposit with the Master Funds commodities brokers as margin and other high credit quality short-term, fixed income securities.
The Index, which intends to reflect the Gold sector, is comprised of and tracks the change in the market value of Gold.
(2)
|
Summary of Significant Accounting Policies
|
The accompanying
statement of financial condition has been prepared in conformity with U.S. generally accepted accounting principles.
The preparation of the
statement of financial condition in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the statement of financial condition. Actual results could differ from those estimates.
|
(c)
|
Cash held by Commodity Broker
|
Deutsche Bank
Securities Inc. (a wholly owned subsidiary of Deutsche Bank AG and a related party to the Master Fund), a Delaware corporation, serves as the commodity broker of the Master Fund (the Commodity Broker). The Master Fund defines cash held by the
Commodity Broker on its behalf to be highly liquid investments, with original maturities of three months or less.
235
DB GOLD MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
The Master Fund and the Fund
will be classified as a partnership and a grantor trust, respectively, for U.S. federal income tax purposes. Accordingly, neither the Master Fund, nor the Fund will incur U.S. federal income taxes. No provision for federal, state, and local income
taxes has been made in the accompanying statement of financial condition, as each investor will be individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain, loss,
deductions and other items.
(3)
|
The Offering of the Units
|
Master Fund Units may be
purchased from the Master Fund only by the Fund in one or more blocks of 200,000 Master Fund Units (Master Unit Basket). The Master Fund will issue Master Unit Baskets only to the Fund continuously, as of noon, New York time, on the business day
immediately following the date on which a valid order to create a Master Unit Basket is accepted by the Master Fund, at the net asset value of 200,000 Master Fund Units as of the closing time of the American Stock Exchange (Amex) or the last to
close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid order to create a Master Unit Basket is accepted by the Master Fund.
|
(a)
|
Organization and Offering Expenses
|
Expenses
incurred in connection with organizing the Fund and the Master Fund and the initial offering of its shares are paid by the Managing Owner. Expenses incurred in connection with the continuous offering of shares of the Fund after the commencement of
the Master Funds trading operations will also be paid by the Managing Owner.
The Master Fund will pay the
Managing Owner a management fee (the Management Fee), monthly in arrears, in an amount equal to 0.50% per annum of the net asset value of Master Fund. No separate management fee will be paid by any Fund. The Management Fee will be paid in
consideration of the Managing Owners commodity futures trading advisory services.
|
(c)
|
Brokerage Commissions and Fees
|
The Master
Fund will pay to the Commodity Broker all brokerage commissions, including applicable exchange fees, National Futures Association fees, give up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with its
trading activities. The Commodity Brokers brokerage commissions and trading fees will be determined on a contract by contract basis.
|
(d)
|
Routine Operational, Administrative and Other Ordinary Expenses
|
The Managing Owner will pay all routine operational, administrative and other ordinary expenses of the Fund and the Master Fund, including, but not limited to, computer services, the fees and expenses of the Trustee
(Wilmington Trust Company), legal and accounting fees and expenses, tax preparation expenses, filing fees, and printing, mailing and duplication costs.
236
DB GOLD MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
|
(e)
|
Extraordinary Fees and Expenses
|
The Master
Fund will pay all the extraordinary fees and expenses (as such term is defined in the Amended and Restated Declaration of Trust and Trust Agreement of the Master Trust), if any, of itself and of the Fund. Extraordinary fees and expenses are fees and
expenses which are nonrecurring and unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other unanticipated expenses. Such extraordinary fees and expenses, by their nature, are unpredictable in terms of
timing and amount.
|
(f)
|
Management Fee and Expenses to be Paid First out of Interest Income
|
The Management Fee and brokerage commissions and fees of the Fund and the Master Fund will be paid, upon commencement of operations, first out of interest income from the Master Funds holdings of U.S. Treasury
bills and other high credit quality short-term fixed income securities on deposit with the Commodity Broker as margin or otherwise. To the extent interest income is not sufficient to cover the fees and expenses of the Fund and the Master Fund during
any period, the excess of such fees and expenses over such interest income will be paid out of income from futures trading, if any, or from sales of the Master Funds fixed income securities.
The term of the Master Fund is
perpetual unless terminated earlier in certain circumstances.
On any business day, the Fund may
place an order with the Managing Owner to redeem one or more Master Unit Baskets. Redemption orders must be placed by the Order Cut-Off Time (as such term is defined in the Master Trust Agreement). The day on which the Managing Owner receives a
valid redemption order is the redemption order date. The redemption procedure allows the Fund to redeem Master Unit Baskets.
The redemption
proceeds from the Master Fund consist of the cash redemption amount. The cash redemption amount is equal to the net asset value of the number of Master Unit Baskets requested in the Funds redemption order as of the closing time of the Amex or
the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date. The Managing Owner on behalf of the Master Fund will distribute the cash redemption amount to the Fund no later
than noon, New York time, on the business day immediately following the redemption order date.
The redemption proceeds due from the Master
Fund are delivered to the Fund no later than noon, New York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date, the Master Fund account has
been credited with the Master Unit Baskets to be redeemed. If the Master Funds account has not been credited with all of the Master Unit Baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole
Master Unit Baskets received. Any remainder of the redemption distribution is delivered on the next business day to the extent of remaining whole Master Unit Baskets received if the Managing Owner 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 Master Unit Baskets to be redeemed are credited to the Master Funds account by noon, New York time, on such next business day. Any
further outstanding
237
DB GOLD MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
amount of the redemption order shall be canceled. The Managing Owner is also authorized to deliver the redemption distribution notwithstanding that the
Master Unit Baskets to be redeemed are not credited to the Master Funds account by noon, New York time, on the business day immediately following the redemption order date if the Fund has collateralized its obligation to deliver the Master
Unit Baskets on such terms as the Managing Owner may determine from time-to-time.
238
P
OWERSHARES DB GOLD FUND AND SUBSIDIARY
Consolidated Statements of Financial Condition
September 30, 2007 (unaudited) and December 31, 2006 (i)
|
|
|
|
|
|
|
|
|
September 30,
2007
(unaudited)
|
|
December 31,
2006
|
Assets
|
|
|
|
|
|
|
United States Treasury Obligations, at fair value (cost $29,381,537)
|
|
$
|
29,396,473
|
|
$
|
|
Cash held by broker
|
|
|
2,965,836
|
|
|
1,000
|
Unrealized appreciation on futures contracts
|
|
|
2,571,620
|
|
|
|
Other assets
|
|
|
6,913
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
34,940,842
|
|
$
|
1,000
|
|
|
|
|
|
|
|
Liabilities and shareholders equity
|
|
|
|
|
|
|
Management fee payable
|
|
$
|
10,329
|
|
$
|
|
Other Liabilities
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
11,329
|
|
$
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 9)
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
|
|
|
|
General shares:
|
|
|
|
|
|
|
Paid in capital40 shares issued and outstanding as of September 30, 2007 and December 31, 2006, respectively
|
|
|
1,000
|
|
|
1,000
|
Accumulated earnings
|
|
|
164
|
|
|
|
|
|
|
|
|
|
|
Total General shares
|
|
|
1,164
|
|
|
1,000
|
|
|
|
|
|
|
|
Limited shares:
|
|
|
|
|
|
|
Paid in capital1,200,000 and no redeemable shares issued and outstanding as of September 30, 2007 and December 31, 2006,
respectively
|
|
|
31,091,068
|
|
|
|
Accumulated earnings
|
|
|
3,837,281
|
|
|
|
|
|
|
|
|
|
|
Total Limited shares
|
|
|
34,928,349
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
34,929,513
|
|
|
1,000
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
34,940,842
|
|
$
|
1,000
|
|
|
|
|
|
|
|
Net asset value per share
|
|
|
|
|
|
|
General shares
|
|
$
|
29.10
|
|
$
|
25.00
|
Limited shares
|
|
$
|
29.11
|
|
|
Not Applicable
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
Represents financial condition only for PowerShares DB Gold Fund as consolidation of DB Gold Master Fund occurred upon commencement of investment operation, as of January 3,
2007.
|
239
P
OWERSHARES DB GOLD FUND AND SUBSIDIARY
Unaudited Consolidated Schedule of Investments
September 30, 2007
|
|
|
|
|
|
|
|
|
|
Description
|
|
Percentage of
Net Assets
|
|
|
Fair Value
|
|
Face Value
|
United States Treasury Obligations
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Bills, 4.28% due October 4, 2007
|
|
22.90
|
%
|
|
$
|
7,997,872
|
|
$
|
8,000,000
|
U.S. Treasury Bills, 4.0% due October 11, 2007
|
|
4.29
|
|
|
$
|
1,498,701
|
|
$
|
1,500,000
|
U.S. Treasury Bills, 3.27% due October 25, 2007
|
|
28.56
|
|
|
$
|
9,977,750
|
|
$
|
10,000,000
|
U.S. Treasury Bills, 3.8% due December 13, 2007
|
|
14.21
|
|
|
$
|
4,963,015
|
|
$
|
5,000,000
|
U.S. Treasury Bills, 4.05% due December 20, 2007
|
|
14.20
|
|
|
$
|
4,959,135
|
|
$
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
Total United States Treasury Obligations (cost $29,381,537)
|
|
84.16
|
%
|
|
$
|
29,396,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Percentage of
Net Assets
|
|
|
Fair Value
|
Unrealized Appreciation on Futures Contracts
|
|
|
|
|
|
|
Gold (438 contracts, settlement date August 29, 2008)
|
|
7.36
|
|
|
|
2,571,620
|
|
|
|
|
|
|
|
Net Unrealized Appreciation on Futures Contracts
|
|
7.36
|
%
|
|
$
|
2,571,620
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
240
P
OWERSHARES DB GOLD FUND AND SUBSIDIARY
Unaudited Consolidated Statements of
Income and Expenses
For the Three Months and Period Ended September 30, 2007 (i)
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
September 30,
2007
|
|
|
Period Ended
September 30,
2007
|
Income
|
|
|
|
|
|
|
|
Interest Income
|
|
$
|
267,487
|
|
|
$
|
812,107
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
Management fee
|
|
|
28,135
|
|
|
|
83,157
|
Brokerage commissions and fees
|
|
|
3,251
|
|
|
|
7,653
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
31,386
|
|
|
|
90,810
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
236,101
|
|
|
|
721,297
|
|
|
|
|
|
|
|
|
Realized and Net Change in Unrealized Gain (Loss) on United States Treasury Obligations and Futures Realized Gain (Loss)
on
|
|
|
|
|
|
|
|
United States Treasury Obligations
|
|
|
|
|
|
|
353
|
Futures
|
|
|
(731,091
|
)
|
|
|
529,239
|
|
|
|
|
|
|
|
|
Net realized gain (loss)
|
|
|
(731,091
|
)
|
|
|
529,592
|
|
|
|
|
|
|
|
|
Net Change in Unrealized Gain on
|
|
|
|
|
|
|
|
United States Treasury Obligations
|
|
|
6,359
|
|
|
|
14,936
|
Futures
|
|
|
3,527,020
|
|
|
|
2,571,620
|
|
|
|
|
|
|
|
|
Net change in unrealized gain
|
|
|
3,533,379
|
|
|
|
2,586,556
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain on United States Treasury Obligations and Futures
|
|
|
2,802,288
|
|
|
|
3,116,148
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
3,038,389
|
|
|
$
|
3,837,445
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Gold Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
241
P
OWERSHARES DB GOLD FUND AND SUBSIDIARY
Unaudited Consolidated Statement of Changes in Shareholders Equity
For the Three Months Ended
September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Shares
|
|
|
Limited Shares
|
|
|
Total
|
|
|
|
General Shares
|
|
Accumulated
Earnings
(Deficit)
|
|
|
Total General
Shareholders
Equity
(Deficit)
|
|
|
Limited Shares
|
|
Accumulated
Earnings
(Deficit)
|
|
|
Total Limited
Shareholders
Equity
(Deficit)
|
|
|
Total
Shareholders
Equity
(Deficit)
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Balance at July 1, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
26
|
|
|
$
|
1,026
|
|
|
800,000
|
|
$
|
19,732,712
|
|
$
|
799,030
|
|
|
$
|
20,531,742
|
|
|
$
|
20,532,768
|
|
Sale of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
400,000
|
|
|
11,358,356
|
|
|
|
|
|
|
11,358,356
|
|
|
|
11,358,356
|
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
12
|
|
|
|
12
|
|
|
|
|
|
|
|
|
236,089
|
|
|
|
236,089
|
|
|
|
236,101
|
|
Net realized loss on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
(37
|
)
|
|
|
(37
|
)
|
|
|
|
|
|
|
|
(731,054
|
)
|
|
|
(731,054
|
)
|
|
|
(731,091
|
)
|
Net change in unrealized gain on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
163
|
|
|
|
163
|
|
|
|
|
|
|
|
|
3,533,216
|
|
|
|
3,533,216
|
|
|
|
3,533,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
|
|
|
138
|
|
|
|
138
|
|
|
|
|
|
|
|
|
3,038,251
|
|
|
|
3,038,251
|
|
|
|
3,038,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
164
|
|
|
$
|
1,164
|
|
|
1,200,000
|
|
$
|
31,091,068
|
|
$
|
3,837,281
|
|
|
$
|
34,928,349
|
|
|
$
|
34,929,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
242
P
OWERSHARES DB GOLD FUND AND SUBSIDIARY
Unaudited Consolidated Statement of Changes in Shareholders Equity
For the Period Ended September 30,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Shares
|
|
Limited Shares
|
|
|
Total
|
|
|
|
General Shares
|
|
Accumulated
Deficit
|
|
Total General
Shareholders
Equity
|
|
Limited Shares
|
|
|
Accumulated
Earnings
|
|
Total Limited
Shareholders
Equity
(Deficit)
|
|
|
Total
Shareholders
Equity
(Deficit)
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
Balance at January 1, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
|
|
$
|
1,000
|
|
|
|
|
$
|
|
|
|
$
|
|
|
$
|
|
|
|
$
|
1,000
|
|
Sale of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800,000
|
|
|
|
47,139,110
|
|
|
|
|
|
|
47,139,110
|
|
|
|
47,139,110
|
|
Redemptions of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
(600,000
|
)
|
|
|
(16,048,042
|
)
|
|
|
|
|
|
(16,048,042
|
)
|
|
|
(16,048,042
|
)
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
35
|
|
|
35
|
|
|
|
|
|
|
|
|
|
721,262
|
|
|
721,262
|
|
|
|
721,297
|
|
Net realized gain on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
49
|
|
|
49
|
|
|
|
|
|
|
|
|
|
529,543
|
|
|
529,543
|
|
|
|
529,592
|
|
Net change in unrealized gain on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
80
|
|
|
80
|
|
|
|
|
|
|
|
|
|
2,586,476
|
|
|
2,586,476
|
|
|
|
2,586,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
|
|
|
164
|
|
|
164
|
|
|
|
|
|
|
|
|
|
3,837,281
|
|
|
3,837,281
|
|
|
|
3,837,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
164
|
|
$
|
1,164
|
|
1,200,000
|
|
|
$
|
31,091,068
|
|
|
$
|
3,837,281
|
|
$
|
34,928,349
|
|
|
$
|
34,929,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
243
P
OWERSHARES DB GOLD FUND AND SUBSIDIARY
Unaudited Consolidated Statement of
Cash Flows For the Period Ended September 30, 2007 (i)
|
|
|
|
|
|
|
Period Ended
September 30,
2007
|
|
Cash flow provided by operating activities
|
|
|
|
|
Net Income
|
|
$
|
3,837,445
|
|
Adjustments to reconcile net income to net cash used by operating activities:
|
|
|
|
|
Cost of securities purchased
|
|
|
(85,964,634
|
)
|
Proceeds from securities sold
|
|
|
57,327,492
|
|
Net accretion of discount and amortization of premium on United States Treasury Obligations
|
|
|
(744,042
|
)
|
Net realized gain on United States Treasury Obligations
|
|
|
(353
|
)
|
Net unrealized gain on United States Treasury Obligations and futures
|
|
|
(2,586,556
|
)
|
Increase in operating assets:
|
|
|
|
|
Other assets
|
|
|
(6,913
|
)
|
Increase in operating liabilities:
|
|
|
|
|
Management fee payable
|
|
|
10,329
|
|
Other liabilities
|
|
|
1,000
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(28,126,232
|
)
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Proceeds from sale of Limited Shares
|
|
|
47,139,110
|
|
Redemption on sale of Limited Shares
|
|
|
(16,048,042
|
)
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
31,091,068
|
|
|
|
|
|
|
Net increase in cash held by broker
|
|
|
2,964,836
|
|
Cash held by broker at beginning of period
|
|
|
1,000
|
|
|
|
|
|
|
Cash held by broker at end of period
|
|
$
|
2,965,836
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Gold Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
244
P
OWERSHARES DB GOLD FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
PowerShares DB Gold Fund (the
Fund; Fund may also refer to the Fund and the Master Fund, collectively, as the context requires), a separate series of PowerShares DB Multi-Sector Commodity Trust (the Trust), a Delaware statutory trust organized
in seven separate series and formed on August 3, 2006, and its subsidiary, DB Gold Master Fund (the Master Fund), a separate series of DB Multi-Sector Commodity Master Trust (the Master Trust), a Delaware statutory trust
organized in seven separate series and formed on August 3, 2006. DB Commodity Services LLC, a Delaware limited liability company, (DBCS or the Managing Owner) funded both the Fund and the Master Fund with a capital
contribution of $1,000 to each Fund in exchange for 40 General Shares of each Fund. The fiscal year end of the Fund is December 31st. The term of the Fund is perpetual (unless terminated earlier in certain circumstances) as provided in the
Amended and Restated Declaration of Trust and Trust Agreement of the Trust and the Master Trust (the Trust Agreement).
The Fund
offers common units of beneficial interest (the Limited Shares) only to certain eligible financial institutions (Authorized Participants) in one or more blocks of 200,000 Limited Shares, called a Basket. The proceeds from the
offering of Limited Shares are invested in the Master Fund. The Fund and the Master Fund commenced investment operations on January 3, 2007 with the initial offering of 1,000,000 Limited Shares to Deutsche Bank Securities Inc. as initial
purchaser of the Fund in exchange for $25,000,000. The Fund commenced trading on the American Stock Exchange (the Amex) on January 5, 2007.
The accompanying consolidated financial statements are unaudited, but in the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly the consolidated
financial statements have been made. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles may have been condensed or omitted. The Funds
Prospectus should be read in conjunction with these interim consolidated financial statements. Interim period results are not necessarily indicative of results for a full-year period.
This report covers the three months ended September 30, 2007 and the period from January 3, 2007 (commencement of investment operations) to
September 30, 2007 (herein referred to as Period Ended September 30, 2007).
(2)
|
Fund Investment Overview
|
The Master Fund invests
with a view to tracking the changes, whether positive or negative, in level of the Deutsche Bank Liquid Commodity IndexOptimum Yield Gold Excess Return (DBLCI-OY GC ER) plus the excess, if any, of the Master Funds income from
its holdings of United States Treasury obligations and other high credit quality short-term fixed income securities over the expenses of the Fund and the Master Fund. The Index is intended to reflect the change in market value of the gold sector.
The single commodity comprising the Index, or the Index Commodity, is gold. The Master Fund holds United States Treasury obligations and other high credit quality short-term fixed income securities for deposit with the Master Funds commodities
brokers as margin and for investment.
DBLCI and Deutsche Bank Liquid Commodity Index are trademarks of Deutsche Bank AG London
(the Index Sponsor). Trademark applications in the United States are pending with respect to both the Trust and aspects of the Index. Any use of these trademarks must be with the consent of or under license from the Index Sponsor. The
Fund, Master Fund and the Managing Owner have been licensed to use DBLCI and Deutsche Bank Liquid Commodity Index. The Index Sponsor is an affiliate of the Fund, the Master Fund and the Managing Owner.
245
POWERSHARES DB GOLD FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
(3)
|
Related Party Agreements
|
The Managing Owner
The Managing Owner serves the Fund and Master Fund as commodity pool operator, commodity trading advisor and managing owner, and is
an indirect wholly-owned subsidiary of Deutsche Bank AG.
The Commodity Broker
Deutsche Bank Securities Inc., a Delaware corporation, serves as the Master Funds clearing broker (the Commodity Broker). The Commodity
Broker is an indirect wholly-owned subsidiary of Deutsche Bank AG. In its capacity as clearing broker, the Commodity Broker will execute and clear each of the Master Funds futures transactions and will perform certain administrative services
for the Master Fund. The Commodity Broker is an affiliate of the Managing Owner.
(4)
|
Summary of Significant Accounting Policies
|
|
(a)
|
Basis of Presentation and Consolidation
|
The
consolidated financial statements of the Fund have been prepared using U.S. generally accepted accounting principles, and they include the financial statement balances of the Fund and the Master Fund. Upon the initial offering of the Limited Shares
on January 3, 2007, the capital raised by the Fund was used to purchase 100% of the common units of beneficial interest of the Master Fund (Master Fund Limited Units) (excluding common units of beneficial interest of the Master Fund
held by the Managing Owner (Master Fund General Units)). The Master Fund Limited Units owned by the Fund provide the Fund and its investors certain controlling rights and abilities over the Master Fund. Consequently, the financial
statement balances of the Master Fund have been consolidated with the Funds financial statement balances beginning January 3, 2007 (commencement of investment operations), and all significant inter-company balances and transactions have
been eliminated.
The preparation of the
consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expense and related
disclosure of contingent assets and liabilities during the reporting period of the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
The Fund defines cash
and cash equivalents to be highly liquid investments, with original maturities of three months or less when purchased. There were no cash equivalents held by the Fund as of September 30, 2007.
|
(d)
|
United States Treasury Obligations
|
The Fund
records purchases and sales of United States Treasury obligations on a trade date basis. These holdings are marked to market based on quoted market closing prices. The Fund holds United States Treasury obligations for deposit with the Master
Funds commodity brokers as margin and for
246
POWERSHARES DB GOLD FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
trading purposes. Included in the United States Treasury obligations is $1,478,250 which is restricted and held against initial margin of the open futures
contracts. Interest income is recognized on an accrual basis when earned. Premiums and discounts are amortized or accreted over the life of the United States Treasury obligations.
The Fund and the Master Fund
are classified as a grantor trust and a partnership, respectively, for U.S. federal income tax purposes. Accordingly, neither the Fund nor the Master Fund will incur U.S. federal income taxes. No provision for federal, state, and local income taxes
has been made in the accompanying consolidated financial statements, as investors are individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain, loss, deductions and other
items.
All commodity futures
contracts are held and used for trading purposes. The commodity futures are recorded on a trade date basis and open contracts are recorded in the consolidated statement of financial condition at fair value on the last business day of the period,
which represents market value for those commodity futures for which market quotes are readily available. However, when market closing prices are not available, the Managing Owner may value an asset of the Master Fund pursuant to policies the
Managing Owner has adopted, which are consistent with normal industry standards. Realized gains (losses) and changes in unrealized appreciation (depreciation) on open positions are determined on a specific identification basis and recognized in the
consolidated statement of income and expenses in the period in which the contract is closed or the changes occur, respectively.
The Master Fund currently
pays the Managing Owner a management fee (Management Fee), monthly in arrears, in an amount equal to 0.50% per annum of the daily net asset value of the Master Fund. No separate management fee is paid by the Fund. The Management Fee
is paid in consideration of the Managing Owners commodity futures trading advisory services.
|
(h)
|
Brokerage Commissions and Fees
|
The Master
Fund incurs 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. These costs
are recorded as brokerage commissions and fees in the consolidated statement of income and expenses. On average, total charges paid to the Commodity Broker were approximately $7.00 per round-turn trade during the three months ended and the period
ended September 30, 2007, although the Commodity Brokers brokerage commissions and trading fees are determined on a contract-by-contract basis. Brokerage commissions and fees have approximated 0.04%, on an annual basis, of the net asset
value of the Master Fund during the three months ended and the period ended September 30, 2007.
247
POWERSHARES DB GOLD FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
|
(i)
|
Routine Operational, Administrative and Other Ordinary Expenses
|
The Managing Owner assumes all routine operational, administrative and other ordinary expenses of the Fund and the Master 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. Accordingly, all such expenses are not reflected in the consolidated statement of income and expenses of the Fund.
|
(j)
|
Non-Recurring and Unusual Fees and Expenses
|
The Master Fund pays all fees and expenses, if any, of the Fund and the Master Fund, which are non-recurring and unusual in nature. Such expenses include legal claims and liabilities, litigation costs or indemnification or other
unanticipated expenses. Such fees and expenses, by their nature, are unpredictable in terms of timing and amount. For the three months ended and the period ended September 30, 2007, the Fund and the Master Fund did not incur such expenses.
(5)
|
Financial Instrument Risk
|
In the normal course of
its business, the Master Fund is 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 Master Fund are commodity futures, whose values 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 Master 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 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 Master Fund could experience substantial
losses.
Credit risk is the possibility that a loss may occur due to the failure of an exchange clearinghouse 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 Master Funds risk of loss in the event of
counterparty default is typically limited to the amounts recognized in the consolidated statement of financial condition and not represented by the futures contract or notional amounts of the instruments.
The Fund and the Master Fund have not utilized, nor do they expect to utilize in the future, special purpose entities to facilitate off-balance sheet
financing arrangements and have 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.
(6)
|
Share Purchases and Redemptions
|
Limited Shares may be purchased
from the Fund only by Authorized Participants in one or more blocks of 200,000 Shares, called a Basket. The Fund issues Limited Shares in Baskets only to Authorized Participants continuously as of noon, New York time, on the business day immediately
following the
248
POWERSHARES DB GOLD FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
date on which a valid order to create a Basket is accepted by the Fund, at the net asset value of 200,000 Limited Shares as of the closing time of the Amex
or the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid order to create a Basket is accepted by the Fund.
(b) Redemptions
On any
business day, an Authorized Participant may place an order with the Managing Owner to redeem one or more Baskets. Redemption orders must be placed by 10:00 a.m., New York time. The day on which the Managing Owner receives a valid redemption order is
the redemption order date. Redemption orders are irrevocable. The redemption procedures allow Authorized Participants to redeem Baskets. Individual shareholders may not redeem directly from the Fund.
By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through The Depository Trust Companys
(DTC) book-entry system to the Fund not later than noon, New York time, on the business day immediately following the redemption order date. By placing a redemption order, and prior to receipt of the redemption proceeds, an Authorized
Participants 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 net asset value of the number of Basket(s) requested in the Authorized Participants redemption order as of the closing time of the Amex or the last to close
of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date. The Fund will distribute the cash redemption amount at noon, New York time, on the business day immediately following the
redemption order date through DTC to the account of the Authorized Participant as recorded on DTCs book-entry system.
The redemption
proceeds due from the Fund are delivered to the Authorized Participant at noon, New York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date,
the Funds DTC account has been credited with the Baskets to be redeemed. If the Funds DTC account has not been credited with all of the Baskets to be redeemed by such time, the redemption proceeds are delivered to the extent of whole
Baskets received. Any remainder of the redemption proceeds are delivered on the next business day to the extent of remaining whole Baskets received if the Managing Owner 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 Baskets to be redeemed are credited to the Funds DTC account by noon, New York time, on such next business day. Any further outstanding amount of the redemption
order will be canceled. The Managing Owner is also authorized to deliver the redemption proceeds notwithstanding that the Baskets to be redeemed are not credited to the Funds DTC account by noon, New York time, on the business day immediately
following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the Baskets through DTCs book-entry system on such terms as the Managing Owner may from time-to-time agree upon.
|
(c)
|
Limited Share Transactions
|
The Fund and the
Master Fund commenced investment operations on January 3, 2007 with the initial offering of 1,000,000 Limited Shares to Deutsche Bank Securities Inc. as Initial Purchaser of the Fund in exchange for $25,000,000. The Fund commenced trading on
the Amex on January 5, 2007. In the
249
POWERSHARES DB GOLD FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
three months ended September 30, 2007, 400,000 Limited Shares were issued for $11,358,356 and no Limited Shares were redeemed. In the period ended
September 30, 2007, an additional 800,000 Limited Shares were issued for $22,139,110 and 600,000 Limited Shares were redeemed for $16,048,042.
(7)
|
Profit and Loss Allocations and Distributions
|
Pursuant to the Amended and Restated Declaration of Trust and Trust Agreement of the Master Trust, income and expenses are allocated pro rata to the General and Limited Shareholders monthly based on their respective percentage interests as
of the close of the last trading day of the preceding month. Any losses allocated to the Managing Owner (the owner of the General Shares) which are in excess of the Managing Owners capital balance are allocated to the Limited Shareholders in
accordance with their respective interest in the Master Fund as a percentage of total shareholders equity. 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.
(8)
|
Organizational and Offering Costs
|
All organizing
and offering expenses of the Fund and its Master Fund are incurred and assumed by the Managing Owner. Expenses incurred in connection with the continuous offering of Shares of the Fund after the commencement of the Master Funds trading
operations also will be paid by the Managing Owner.
(9)
|
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 and the Master 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 which are in the best interests of the Fund and the Master Fund. While the Funds and the Master Funds exposure under such indemnification provisions cannot be estimated,
until a claim arises, these general business indemnifications are not expected to have a material impact on either the Funds or the Master Funds financial position.
(10) Net
|
Asset Value and Financial Highlights
|
The Fund is
presenting the following net asset value and financial highlights related to investment performance and operations for a Limited Share outstanding for the three months ended September 30, 2007 and for the period from January 3, 2007
(commencement of investment operations) to September 30, 2007 (herein referred to as Period ended September 30, 2007). The net investment income and total expense ratios are calculated using average net asset value. The net
asset value presentation is calculated using daily Limited Shares outstanding. The net investment income and total expense ratios have been annualized. The total return is based on the change in net asset value of the Limited Shares during the
period. An individual investors return and ratios may vary based on the timing of capital transactions.
250
POWERSHARES DB GOLD FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
September 30,
2007
|
|
|
Period Ended
September 30,
2007
|
|
Net Asset Value
|
|
|
|
|
|
|
|
|
Initial offering price per Limited Share
|
|
$
|
|
|
|
$
|
25.00
|
|
Net realized and change in unrealized gain (loss) on United States Treasury Obligations and Futures
|
|
$
|
3.17
|
|
|
$
|
3.27
|
|
Net investment income (loss)
|
|
|
0.28
|
|
|
|
0.84
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease)
|
|
|
3.45
|
|
|
|
4.11
|
|
Net asset value per Limited Share, beginning of period
|
|
$
|
25.66
|
|
|
$
|
|
|
Net asset value per Limited Share, end of period
|
|
$
|
29.11
|
|
|
$
|
29.11
|
|
|
|
|
|
|
|
|
|
|
Market value per Limited Share, beginning of period
|
|
$
|
25.76
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Market value per Limited Share, end of period
|
|
$
|
29.10
|
|
|
$
|
29.10
|
|
|
|
|
|
|
|
|
|
|
Ratio to average net assets (i)
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
4.14
|
%
|
|
|
4.28
|
%
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
0.55
|
%
|
|
|
0.54
|
%
|
|
|
|
|
|
|
|
|
|
Total Return, at net asset value (ii)
|
|
|
13.45
|
%
|
|
|
16.44
|
%
|
|
|
|
|
|
|
|
|
|
Total Return, at market value (ii)
|
|
|
12.97
|
%
|
|
|
16.40
|
%
|
|
|
|
|
|
|
|
|
|
(i)
|
Percentage are annualized.
|
(ii)
|
Percentages are not annualized and for the period ended September 30, 2007 are calculated based on initial offering price upon commencement of investment operations of $25.00.
|
(11)
|
Recently Issued Accounting Standards
|
In July 2006,
the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial
statements and prescribes a threshold of more-likely-than-not for recognition of tax benefits of uncertain tax positions taken or expected to be taken in a tax return. FIN 48 also provides related guidance on measurement, derecognition,
classification, interest and penalties, and disclosure. The Fund adopted FIN 48 on January 1, 2007 and has determined that the application of this standard will not impact the financial statements.
In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurement (Statement 157). Statement 157 defines fair value, establishes
framework for the measurement of fair value and enhances disclosures about fair value measurements. The Statement does not require any new fair value measures. The Statement is effective for fair value measures already required or permitted by other
standards for fiscal years beginning after November 15, 2007. The Fund is required to adopt Statement 157 beginning on January 1, 2008. Statement 157 is required to be applied prospectively, except for certain financial instruments. Any
transition adjustment will be recognized as an adjustment to opening retained earnings in the year of adoption. The Fund is currently evaluating the impact of adopting Statement 157 on its results of operations and financial position.
251
R
eport of Independent Registered Public Accounting Firm
The Unitholder
PowerShares DB Silver Fund:
We have audited the
accompanying statement of financial condition of PowerShares DB Silver Fund (the Fund) as of December 31, 2006. This statement of financial condition is the responsibility of the Funds management. Our responsibility is to express an
opinion on this statement of financial condition based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of PowerShares DB Silver Fund as of December 31, 2006, in conformity with
U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
March 14, 2007
252
P
OWERSHARES DB SILVER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statement of Financial Condition
December 31, 2006
|
|
|
|
Assets
|
|
|
|
Due from DB Silver Master Fund
|
|
$
|
1,000
|
|
|
|
|
Total assets
|
|
$
|
1,000
|
|
|
|
|
Fund Capital
|
|
|
|
General units40 general units
|
|
$
|
1,000
|
|
|
|
|
Total fund capital
|
|
$
|
1,000
|
|
|
|
|
See accompanying notes to statement of financial condition.
253
P
OWERSHARES DB SILVER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
PowerShares DB Silver Fund (the
Fund), an indirect wholly owned subsidiary of Deutsche Bank AG (DBAG), was formed as a separate series of PowerShares DB Multi-Sector Commodity Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006, and has not
yet commenced operations. The Fund will offer common units of beneficial interest (the Shares) to investors (Shareholders). The only capital contributed to the Fund as of December 31, 2006 is a capital contribution of $1,000 by DB
Commodity Services LLC (the Managing Owner) whereby 40 general units were issued to the Managing Owner for its capital contribution. The Managing Owner, a wholly owned subsidiary of DBAG, serves as the managing owner, commodity pool operator
and commodity trading advisor of the Fund and DB Silver Master Fund (the Master Fund). The Managing Owner and the Shareholders will share in any profits, losses, and expenses of the Fund in proportion to the percentage interest owned by each.
The proceeds of the offering of Shares will be invested in the Master Fund. The Master Fund was formed as a separate series of DB
Multi-Sector Commodity Master Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006, and has not yet commenced operations. The Master Fund will trade exchange traded futures on the commodities comprising the
Deutsche Bank Liquid Commodity IndexOptimum Yield Silver Excess Return (DBLCI-OY SI ER , or the Index), with a view to tracking the changes, positive and negative, of the Index over time. The Master Funds portfolio also will
include United States Treasury securities for deposit with the Master Funds commodities brokers as margin and other high credit quality short term fixed income securities.
The Index, which intends to reflect the Silver sector, is comprised of and tracks the change in the market value of Silver.
(2)
|
Summary of Significant Accounting Policies
|
The accompanying
statement of financial condition has been prepared in conformity with U.S. generally accepted accounting principles.
The preparation of the
statement of financial condition in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the statement of financial condition. Actual results could differ from those estimates.
|
(c)
|
Due from DB Silver Master Fund
|
The Managing
Owner funded cash to the Master Fund on behalf of the Fund as of December 31, 2006, which represents the Managing Owners capital contribution to the Fund.
The Master Fund and the Fund
will be classified as a partnership and a grantor trust, respectively, for United States federal income tax purposes. Accordingly, neither the Master Fund, nor the Fund will
254
POWERSHARES DB SILVER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
incur United States federal income taxes. No provision for federal, state, and local income taxes has been made in the accompanying statement of financial
condition, as each investor will be individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain, loss, deductions and other items.
(3)
|
The Offering of the Shares
|
Shares may be purchased
from the Fund only by certain eligible financial institutions, (the Authorized Participants) and only in one or more blocks of 200,000 Shares, called a Basket, although the initial Basket(s) will be purchased by Deutsche Bank Securities Inc.
(the Initial Purchaser). The Fund will issue Shares in Baskets only to Authorized Participants continuously as of noon, New York time, on the business day immediately following the date on which a valid order to create a Basket is accepted by the
Fund, at the net asset value of 200,000 Shares as of the closing time of the American Stock Exchange (Amex) or the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid order
to create a Basket is accepted by the Fund.
(4)
|
Operating Expenses, Organizational, and Offering Costs
|
Expenses incurred in connection with organizing the Fund and the Master Fund and the initial offering of its Shares are paid by the Managing Owner. Expenses incurred in connection with the continuous offering of Shares of the Fund after the
commencement of the Master Funds trading operations will also be paid by the Managing Owner.
The term of the Fund is perpetual
unless terminated earlier in certain circumstances.
On any business day, an Authorized
Participant may place an order with the Managing Owner to redeem one or more Baskets. Redemption orders must be placed by the Order Cut-Off Time (as such term is defined in the Trust Agreement). The day on which the Managing Owner receives a valid
redemption order is the redemption order date. Redemption orders are irrevocable. The redemption procedures allow Authorized Participants to redeem Baskets. Individual Shareholders may not redeem directly from the Fund. Instead, individual
Shareholders may only redeem Shares in integral multiples of 200,000 and only through an Authorized Participant.
By placing a redemption
order, an Authorized Participant agrees to deliver the Baskets to be redeemed through the Depository Trust Companys (DTC) book entry system to the Fund not later than noon, New York time, on the business day immediately following the
redemption order date. By placing a redemption order, and prior to receipt of the redemption distribution, an Authorized Participants DTC account will be charged the nonrefundable transaction fee due for the redemption order.
The redemption distribution from the Fund consists of the cash redemption amount. The cash redemption amount is equal to the net asset value of the number
of Baskets requested in the Authorized Participants redemption order as of the closing time of the Amex or the last to close of the exchanges on which the
255
POWERSHARES DB SILVER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
Master Funds assets are traded, whichever is later, on the redemption order date. The Managing Owner on behalf of the Fund will distribute the cash
redemption amount at noon, New York time, on the business day immediately following the redemption order date through DTC to the account of the Authorized Participant as recorded on DTCs book-entry system.
The redemption distribution due from the Fund is delivered to the Authorized Participant at noon, New York time, on the business day immediately
following the redemption order date if, by such time on such business day immediately following the redemption order date, the Funds DTC account has been credited with the Baskets to be redeemed. If the Funds DTC account has not been
credited with all of the Baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole Baskets received. Any remainder of the redemption distribution is delivered on the next business day to the extent of
remaining whole Baskets received if the Managing Owner 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 Baskets to be redeemed are credited
to the Funds DTC account by noon, New York time, on such next business day. Any further outstanding amount of the redemption order shall be canceled. The Managing Owner is also authorized to deliver the redemption distribution notwithstanding
that the Baskets to be redeemed are not credited to the Funds DTC account by noon, New York time, on the business day immediately following the redemption order date if the Authorized Participant has collateralized its obligation to deliver
the Baskets through DTCs book-entry system on such terms as the Managing Owner may determine from time-to-time.
256
R
eport of Independent Registered Public Accounting Firm
The Unitholder
DB Silver Master Fund:
We have audited the accompanying
statement of financial condition of DB Silver Master Fund (the Master Fund) as of December 31, 2006. This statement of financial condition is the responsibility of the Master Funds management. Our responsibility is to express an opinion
on this statement of financial condition based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of DB Silver Master Fund as of December 31, 2006, in conformity with U.S.
generally accepted accounting principles.
/s/ KPMG LLP
New
York, New York
March 14, 2007
257
D
B SILVER MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statement of Financial Condition
December 31, 2006
|
|
|
|
Assets
|
|
|
|
Cash held by Commodity Broker
|
|
$
|
2,030
|
|
|
|
|
Total assets
|
|
$
|
2,030
|
|
|
|
|
Liabilities and Unitholders Capital
|
|
|
|
Due to PowerShares DB Silver Fund
|
|
$
|
1,000
|
|
|
|
|
Total liabilities
|
|
|
1,000
|
|
|
|
|
Unitholders Capital
|
|
|
1,030
|
|
|
|
|
Total liabilities and unitholders capital
|
|
$
|
2,030
|
|
|
|
|
See accompanying notes to statement of financial condition.
258
D
B SILVER MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
DB Silver Master Fund
(the Master Fund), an indirect wholly owned subsidiary of Deutsche Bank AG (DBAG), was formed as a separate series of DB Multi-Sector Commodity Master Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006,
and has not yet commenced operations. The Master Fund will offer common units of beneficial interest (the Units), and the only Unitholders will be PowerShares DB Silver Fund (the Fund) and DB Commodity Services LLC (the Managing
Owner). The Fund, an indirect wholly owned subsidiary of DBAG, was formed as a separate series of PowerShares DB Multi-Sector Commodity Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006, and has not yet
commenced operations. The only capital contributed to the Master Fund as of December 31, 2006 is a capital contribution of $1,000 by the Managing Owner whereby 40 general units were issued to the Managing Owner for its capital contribution. The
Managing Owner, a wholly owned subsidiary of DBAG, serves as the managing owner, commodity pool operator and commodity trading advisor of the Master Fund and the Fund. The Managing Owner and the Unitholders share in any profits, losses and expenses
of the Master Fund in proportion to the percentage interest owned by each.
The Master Fund will invest the proceeds from the offering of
Units by trading exchange traded futures on the commodities comprising the Deutsche Bank Liquid Commodity IndexOptimum Yield Silver Excess Return (DBLCI-OY SI ER, or the Index), with a view to tracking the changes, positive and
negative of the Index over time. The Master Funds portfolio also will include U.S. Treasury securities for deposit with the Master Funds commodities brokers as margin and other high credit quality short-term fixed income securities.
The Index, which intends to reflect the Silver sector, is comprised of and tracks the change in the market value of Silver.
(2)
|
Summary of Significant Accounting Policies
|
The accompanying
statement of financial condition has been prepared in conformity with U.S. generally accepted accounting principles.
The preparation of the
statement of financial condition in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the statement of financial condition. Actual results could differ from those estimates.
|
(c)
|
Cash held by Commodity Broker
|
Deutsche Bank
Securities Inc. (a wholly owned subsidiary of Deutsche Bank AG and a related party to the Master Fund), a Delaware corporation, serves as the commodity broker of the Master Fund (the Commodity Broker). The Master Fund defines cash held by the
Commodity Broker on its behalf to be highly liquid investments, with original maturities of three months or less.
259
DB SILVER MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
The Master Fund and the Fund
will be classified as a partnership and a grantor trust, respectively, for U.S. federal income tax purposes. Accordingly, neither the Master Fund, nor the Fund will incur U.S. federal income taxes. No provision for federal, state, and
local income taxes has been made in the accompanying statement of financial condition, as each investor will be individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain,
loss, deductions and other items.
(3)
|
The Offering of the Units
|
Master Fund Units may be
purchased from the Master Fund only by the Fund in one or more blocks of 200,000 Master Fund Units (Master Unit Basket). The Master Fund will issue Master Unit Baskets only to the Fund continuously, as of noon, New York time, on the business day
immediately following the date on which a valid order to create a Master Unit Basket is accepted by the Master Fund, at the net asset value of 200,000 Master Fund Units as of the closing time of the American Stock Exchange (Amex) or the last to
close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid order to create a Master Unit Basket is accepted by the Master Fund.
|
(a)
|
Organization and Offering Expenses
|
Expenses
incurred in connection with organizing the Fund and the Master Fund and the initial offering of its shares are paid by the Managing Owner. Expenses incurred in connection with the continuous offering of shares of the Fund after the commencement of
the Master Funds trading operations will also be paid by the Managing Owner.
The Master Fund will pay the
Managing Owner a management fee (the Management Fee), monthly in arrears, in an amount equal to 0.50% per annum of the net asset value of Master Fund. No separate management fee will be paid by any Fund. The Management Fee will be paid in
consideration of the Managing Owners commodity futures trading advisory services.
|
(c)
|
Brokerage Commissions and Fees
|
The Master
Fund will pay to the Commodity Broker all brokerage commissions, including applicable exchange fees, National Futures Association fees, give up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with its
trading activities. The Commodity Brokers brokerage commissions and trading fees will be determined on a contract by contract basis.
|
(d)
|
Routine Operational, Administrative and Other Ordinary Expenses
|
The Managing Owner will pay all routine operational, administrative and other ordinary expenses of the Fund and the Master Fund, including, but not limited to, computer services, the fees and expenses of the Trustee
(Wilmington Trust Company), legal and accounting fees and expenses, tax preparation expenses, filing fees, and printing, mailing and duplication costs.
260
DB SILVER MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
|
(e)
|
Extraordinary Fees and Expenses
|
The Master
Fund will pay all the extraordinary fees and expenses (as such term is defined in the Amended and Restated Declaration of Trust and Trust Agreement of the Master Trust), if any, of itself and of the Fund. Extraordinary fees and expenses are fees and
expenses which are non-recurring and unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other unanticipated expenses. Such extraordinary fees and expenses, by their nature, are unpredictable in terms of
timing and amount.
|
(f)
|
Management Fee and Expenses to be Paid First out of Interest Income
|
The Management Fee and brokerage commissions and fees of the Fund and the Master Fund will be paid, upon commencement of operations, first out of interest income from the Master Funds holdings of
U.S. Treasury bills and other high credit quality short-term fixed income securities on deposit with the Commodity Broker as margin or otherwise. To the extent interest income is not sufficient to cover the fees and expenses of the Fund and the
Master Fund during any period, the excess of such fees and expenses over such interest income will be paid out of income from futures trading, if any, or from sales of the Master Funds fixed income securities.
The term of the Master Fund is
perpetual unless terminated earlier in certain circumstances.
On any business day, the Fund may
place an order with the Managing Owner to redeem one or more Master Unit Baskets. Redemption orders must be placed by the Order Cut-Off Time (as such term is defined in the Master Trust Agreement). The day on which the Managing Owner receives a
valid redemption order is the redemption order date. The redemption procedure allows the Fund to redeem Master Unit Baskets.
The redemption
proceeds from the Master Fund consist of the cash redemption amount. The cash redemption amount is equal to the net asset value of the number of Master Unit Baskets requested in the Funds redemption order as of the closing time of the Amex or
the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date. The Managing Owner on behalf of the Master Fund will distribute the cash redemption amount to the Fund no later
than noon, New York time, on the business day immediately following the redemption order date.
The redemption proceeds due from the Master
Fund are delivered to the Fund no later than noon, New York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date, the Master Fund account has
been credited with the Master Unit Baskets to be redeemed. If the Master Funds account has not been credited with all of the Master Unit Baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole
Master Unit Baskets received. Any remainder of the redemption distribution is delivered on the next business day to the extent of remaining whole Master Unit Baskets received if the Managing Owner 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 Master Unit Baskets to be redeemed are credited to the Master Funds account by noon, New York time, on such next business day. Any
further outstanding
261
DB SILVER MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
amount of the redemption order shall be canceled. The Managing Owner is also authorized to deliver the redemption distribution notwithstanding that the
Master Unit Baskets to be redeemed are not credited to the Master Funds account by noon, New York time, on the business day immediately following the redemption order date if the Fund has collateralized its obligation to deliver the Master
Unit Baskets on such terms as the Managing Owner may determine from time-to-time.
262
P
OWERSHARES DB SILVER FUND AND SUBSIDIARY
Consolidated Statements of Financial Condition
September 30, 2007 (unaudited) and December 31, 2006 (i)
|
|
|
|
|
|
|
|
|
September 30,
2007
(unaudited)
|
|
December 31,
2006
|
Assets
|
|
|
|
|
|
|
United States Treasury Obligations, at fair value (cost $17,468,246)
|
|
$
|
17,477,585
|
|
$
|
|
Cash held by broker
|
|
|
3,746,315
|
|
|
1,000
|
Unrealized appreciation on futures contracts
|
|
|
421,120
|
|
|
|
Other assets
|
|
|
268
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
21,645,288
|
|
$
|
1,000
|
|
|
|
|
|
|
|
Liabilities and shareholders equity
|
|
|
|
|
|
|
Management fee payable
|
|
$
|
8,244
|
|
$
|
|
Other liabilities
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
9,244
|
|
|
|
|
|
|
|
|
|
|
Commitment and contingencies (Note 9)
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
|
|
|
|
General shares:
|
|
|
|
|
|
|
Paid in capital40 shares issued and outstanding as of September 30, 2007 and December 31, 2006, respectively
|
|
|
1,000
|
|
|
1,000
|
Accumulated earnings
|
|
|
82
|
|
|
|
|
|
|
|
|
|
|
Total General shares
|
|
|
1,082
|
|
|
1,000
|
|
|
|
|
|
|
|
Limited shares:
|
|
|
|
|
|
|
Paid in capital800,000 and no redeemable shares issued and outstanding as of September 30, 2007 and December 31, 2006,
respectively
|
|
|
19,378,666
|
|
|
|
Accumulated earnings
|
|
|
2,256,296
|
|
|
|
|
|
|
|
|
|
|
Total Limited shares
|
|
|
21,634,962
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
21,636,044
|
|
|
1,000
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
21,645,288
|
|
$
|
1,000
|
|
|
|
|
|
|
|
Net asset value per share
|
|
|
|
|
|
|
General shares
|
|
$
|
27.05
|
|
$
|
25.00
|
Limited shares
|
|
$
|
27.04
|
|
|
Not Applicable
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
Represents financial condition only for PowerShares DB Silver Fund as consolidation of DB Silver Master Fund occurred upon commencement of investment operations, as of
January 3, 2007.
|
263
P
OWERSHARES DB SILVER FUND AND SUBSIDIARY
Unaudited Consolidated Schedule of Investments
September 30, 2007
|
|
|
|
|
|
|
|
|
|
Description
|
|
Percentage of
Net Assets
|
|
|
Fair Value
|
|
Face Value
|
United States Government Obligations
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Bills, 4.28% due October 4, 2007
|
|
50.83
|
%
|
|
$
|
10,997,074
|
|
$
|
11,000,000
|
U.S. Treasury Bills, 4.0% due October 11, 2007
|
|
6.93
|
|
|
|
1,498,701
|
|
|
1,500,000
|
U.S. Treasury Bills, 4.77% due November 8, 2007
|
|
23.03
|
|
|
|
4,981,810
|
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
Total United States Government Obligations (cost $17,468,246)
|
|
80.78
|
%
|
|
$
|
17,477,585
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A portion of the above United States Treasury Obligations are held as initial margin
against open futures contracts, as noted in Note 4(d)
|
|
|
|
|
|
|
Description
|
|
Percentage of
Net Assets
|
|
|
Fair Value
|
Unrealized Appreciation on Futures Contracts
|
|
|
|
|
|
|
Silver (304 contracts, settlement date December 27, 2007)
|
|
1.95
|
%
|
|
$
|
421,120
|
|
|
|
|
|
|
|
Net Unrealized Appreciation on Futures Contracts
|
|
1.95
|
%
|
|
$
|
421,120
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
264
P
OWERSHARES DB SILVER FUND AND SUBSIDIARY
Unaudited Consolidated Statements of Income and Expenses
For the Three Months and Period Ended September 30,
2007 (i)
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
2007
|
|
Period Ended
September 30,
2007
|
Income
|
|
|
|
|
|
|
Interest Income
|
|
$
|
239,964
|
|
$
|
791,657
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
Management fee
|
|
|
25,082
|
|
|
80,840
|
Brokerage commissions and fees
|
|
|
2,006
|
|
|
6,467
|
|
|
|
|
|
|
|
Total expenses
|
|
|
27,088
|
|
|
87,307
|
|
|
|
|
|
|
|
Net investment income
|
|
|
212,876
|
|
|
704,350
|
|
|
|
|
|
|
|
Realized and Net Change in Unrealized Gain (Loss) on United States Treasury Obligations and Futures Realized Gain on
|
|
|
|
|
|
|
United States Treasury Obligations
|
|
|
|
|
|
519
|
Futures
|
|
|
|
|
|
1,121,050
|
|
|
|
|
|
|
|
Net realized gain
|
|
|
|
|
|
1,121,569
|
|
|
|
|
|
|
|
Net Change in Unrealized Gain on
|
|
|
|
|
|
|
United States Treasury Obligations
|
|
|
3,532
|
|
|
9,339
|
Futures
|
|
|
1,927,360
|
|
|
421,120
|
|
|
|
|
|
|
|
Net change in unrealized gain
|
|
|
1,930,892
|
|
|
430,459
|
|
|
|
|
|
|
|
Net realized and unrealized gain on United States Treasury Obligations and Futures
|
|
|
1,930,892
|
|
|
1,552,028
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
2,143,768
|
|
$
|
2,256,378
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Silver Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
265
P
OWERSHARES DB SILVER FUND AND SUBSIDIARY
Unaudited Consolidated Statement of Changes in Shareholders Equity
For the Three Months Ended
September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Shares
|
|
Limited Shares
|
|
Total
|
|
|
General Shares
|
|
Accumulated
Earnings
(Deficit)
|
|
|
Total General
Shareholders
Equity
|
|
Limited Shares
|
|
Accumulated
Earnings
|
|
Total
Limited
Shareholders
Equity
|
|
Total
Shareholders
Equity
|
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Balance at July 1, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
(26
|
)
|
|
$
|
974
|
|
800,000
|
|
$
|
19,378,666
|
|
$
|
112,636
|
|
$
|
19,491,302
|
|
$
|
19,492,276
|
Sale of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
11
|
|
|
|
11
|
|
|
|
|
|
|
|
212,865
|
|
|
212,865
|
|
|
212,876
|
Net realized gain on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gain on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
97
|
|
|
|
97
|
|
|
|
|
|
|
|
1,930,795
|
|
|
1,930,795
|
|
|
1,930,892
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
|
|
|
108
|
|
|
|
108
|
|
|
|
|
|
|
|
2,143,660
|
|
|
2,143,660
|
|
|
2,143,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
82
|
|
|
$
|
1,082
|
|
800,000
|
|
$
|
19,378,666
|
|
$
|
2,256,296
|
|
$
|
21,634,962
|
|
$
|
21,636,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
266
P
OWERSHARES DB SILVER FUND AND SUBSIDIARY
Unaudited Consolidated Statement of Changes in Shareholders Equity
For the Period Ended September 30,
2007 (i)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Shares
|
|
|
Limited Shares
|
|
|
Total
|
|
|
|
General Shares
|
|
Accumulated
Earnings
(Deficit)
|
|
|
Total General
Shareholders
Equity
(Deficit)
|
|
|
Limited Shares
|
|
|
Accumulated
Earnings
(Deficit)
|
|
Total Limited
Shareholders
Equity
(Deficit)
|
|
|
Total
Shareholders
Equity
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
Balance at January 1, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
|
|
|
$
|
1,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
$
|
|
|
|
$
|
1,000
|
|
Sale of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,200,000
|
|
|
|
30,318,126
|
|
|
|
|
|
|
30,318,126
|
|
|
|
30,318,126
|
|
Redemptions of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(400,000
|
)
|
|
|
(10,939,460
|
)
|
|
|
|
|
|
(10,939,460
|
)
|
|
|
(10,939,460
|
)
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
35
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
704,315
|
|
|
704,315
|
|
|
|
704,350
|
|
Net realized gain on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
61
|
|
|
|
61
|
|
|
|
|
|
|
|
|
|
|
|
1,121,508
|
|
|
1,121,508
|
|
|
|
1,121,569
|
|
Net change in unrealized gain (loss) on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
(14
|
)
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
430,473
|
|
|
430,473
|
|
|
|
430,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
|
|
|
82
|
|
|
|
82
|
|
|
|
|
|
|
|
|
|
|
|
2,256,296
|
|
|
2,256,296
|
|
|
|
2,256,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
82
|
|
|
$
|
1,082
|
|
|
|
800,000
|
|
|
$
|
19,378,666
|
|
|
$
|
2,256,296
|
|
$
|
21,634,962
|
|
|
$
|
21,636,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Silver Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
267
P
OWERSHARES DB SILVER FUND AND SUBSIDIARY
Unaudited Consolidated Statement of Cash Flows
For the Period Ended September 30, 2007 (i)
|
|
|
|
|
Cash flow provided by operating activities
|
|
|
|
|
Net Income
|
|
$
|
2,256,378
|
|
Adjustments to reconcile net income to net cash used by operating activities:
|
|
|
|
|
Cost of securities purchased
|
|
|
(69,138,371
|
)
|
Proceeds from securities sold
|
|
|
52,382,919
|
|
Net accretion of discount and amortization of premium on United States
|
|
|
|
|
Treasury Obligations
|
|
|
(712,275
|
)
|
Net realized gain on United States Treasury Obligations
|
|
|
(519
|
)
|
Net unrealized gain on United States Treasury Obligations and futures
|
|
|
(430,459
|
)
|
Increase in operating assets and liabilities:
|
|
|
|
|
Other assets
|
|
|
(268
|
)
|
Management fee payable
|
|
|
8,244
|
|
Other liabilities
|
|
|
1,000
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(15,633,351
|
)
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Proceeds from sale of Limited Shares
|
|
|
30,318,126
|
|
Redemption on sale of Limited Shares
|
|
|
(10,939,460
|
)
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
19,378,666
|
|
|
|
|
|
|
Net increase in cash held by broker
|
|
|
3,745,315
|
|
Cash held by broker at beginning of period
|
|
|
1,000
|
|
|
|
|
|
|
Cash held by broker at end of period
|
|
$
|
3,746,315
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Silver Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
268
P
OWERSHARES DB SILVER FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
PowerShares DB Silver Fund (the
Fund; Fund may also refer to the Fund and the Master Fund, collectively, as the context requires), a separate series of PowerShares DB Multi-Sector Commodity Trust (the Trust), a Delaware statutory trust organized
in seven separate series and formed on August 3, 2006, and its subsidiary, DB Silver Master Fund (the Master Fund), a separate series of DB Multi-Sector Commodity Master Trust (the Master Trust), a Delaware statutory
trust organized in seven separate series and formed on August 3, 2006. DB Commodity Services LLC, a Delaware limited liability company, (DBCS or the Managing Owner) funded both the Fund and the Master Fund with a capital
contribution of $1,000 to each Fund in exchange for 40 General Shares of each Fund. The fiscal year end of the Fund is December 31st. The term of the Fund is perpetual (unless terminated earlier in certain circumstances) as provided in the
Amended and Restated Declaration of Trust and Trust Agreement of the Trust and the Master Trust (the Trust Agreement).
The Fund
offers common units of beneficial interest (the Limited Shares) only to certain eligible financial institutions (Authorized Participants) in one or more blocks of 200,000 Limited Shares, called a Basket. The proceeds from the
offering of Limited Shares are invested in the Master Fund. The Fund and the Master Fund commenced investment operations on January 3, 2007 with the initial offering of 1,000,000 Limited Shares to Deutsche Bank Securities Inc. as initial
purchaser of the Fund in exchange for $25,000,000. The Fund commenced trading on the American Stock Exchange (the Amex) on January 5, 2007.
The accompanying consolidated financial statements are unaudited, but in the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly the consolidated
financial statements have been made. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles may have been condensed or omitted. The Funds
Prospectus should be read in conjunction with these interim consolidated financial statements. Interim period results are not necessarily indicative of results for a full-year period.
This report covers the three months ended September 30, 2007 and the period from January 3, 2007 (commencement of investment operations) to
September 30, 2007 (herein referred to as Period Ended September 30, 2007).
(2)
|
Fund Investment Overview
|
The Master Fund invests
with a view to tracking the changes, whether positive or negative, in level of the Deutsche Bank Liquid Commodity IndexOptimum Yield Silver Excess Return (DBLCI-OY SI ER) plus the excess, if any, of the Master Funds income
from its holdings of United States Treasury obligations and other high credit quality short-term fixed income securities over the expenses of the Fund and the Master Fund. The Index is intended to reflect the change in market value of the silver
sector. The single commodity comprising the Index, or the Index Commodity, is silver. The Master Fund holds United States Treasury obligations and other high credit quality short-term fixed income securities for deposit with the Master Funds
commodities brokers as margin and for investment.
DBLCI and Deutsche Bank Liquid Commodity Index are trademarks of Deutsche
Bank AG London (the Index Sponsor). Trademark applications in the United States are pending with respect to both the Trust and aspects of the Index. Any use of these trademarks must be with the consent of or under license from the Index
Sponsor. The Fund, Master Fund and the Managing Owner have been licensed to use DBLCI and Deutsche Bank Liquid Commodity Index. The Index Sponsor is an affiliate of the Fund, the Master Fund and the Managing Owner.
269
POWERSHARES DB SILVER FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
(3)
|
Related Party Agreements
|
The Managing Owner
The Managing Owner serves the Fund and Master Fund as commodity pool operator, commodity trading advisor and managing owner, and is
an indirect wholly-owned subsidiary of Deutsche Bank AG.
The Commodity Broker
Deutsche Bank Securities Inc., a Delaware corporation, serves as the Master Funds clearing broker (the Commodity Broker). The Commodity
Broker is an indirect wholly-owned subsidiary of Deutsche Bank AG. In its capacity as clearing broker, the Commodity Broker will execute and clear each of the Master Funds futures transactions and will perform certain administrative services
for the Master Fund. The Commodity Broker is an affiliate of the Managing Owner.
(4)
|
Summary of Significant Accounting Policies
|
|
(a)
|
Basis of Presentation and Consolidation
|
The
consolidated financial statements of the Fund have been prepared using U.S. generally accepted accounting principles, and they include the financial statement balances of the Fund and the Master Fund. Upon the initial offering of the Limited Shares
on January 3, 2007, the capital raised by the Fund was used to purchase 100% of the common units of beneficial interest of the Master Fund (Master Fund Limited Units) (excluding common units of beneficial interest of the Master Fund
held by the Managing Owner (Master Fund General Units)). The Master Fund Limited Units owned by the Fund provide the Fund and its investors certain controlling rights and abilities over the Master Fund. Consequently, the financial
statement balances of the Master Fund have been consolidated with the Funds financial statement balances beginning January 3, 2007 (commencement of investment operations), and all significant inter-company balances and transactions have
been eliminated.
The preparation of the
consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expense and related
disclosure of contingent assets and liabilities during the reporting period of the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
The Fund defines cash
and cash equivalents to be highly liquid investments, with original maturities of three months or less when purchased. There were no cash equivalents held by the Fund as of September 30, 2007.
|
(d)
|
United States Treasury Obligations
|
The Fund
records purchases and sales of United States Treasury obligations on a trade date basis. These holdings are marked to market based on quoted market closing prices. The Fund holds United
270
POWERSHARES DB SILVER FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
States Treasury obligations for deposit with the Master Funds commodity brokers as margin and for trading purposes. Included in the United States
Treasury obligations is $1,231,200, which is restricted and held against initial margin of the open futures contracts. Interest income is recognized on an accrual basis when earned. Premiums and discounts are amortized or accreted over the life of
the United States Treasury obligations.
The Fund and the Master Fund
are classified as a grantor trust and a partnership, respectively, for U.S. federal income tax purposes. Accordingly, neither the Fund nor the Master Fund will incur U.S. federal income taxes. No provision for federal, state, and local income taxes
has been made in the accompanying consolidated financial statements, as investors are individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain, loss, deductions and other
items.
All commodity futures
contracts are held and used for trading purposes. The commodity futures are recorded on a trade date basis and open contracts are recorded in the consolidated statement of financial condition at fair value on the last business day of the period,
which represents market value for those commodity futures for which market quotes are readily available. However, when market closing prices are not available, the Managing Owner may value an asset of the Master Fund pursuant to policies the
Managing Owner has adopted, which are consistent with normal industry standards. Realized gains (losses) and changes in unrealized appreciation (depreciation) on open positions are determined on a specific identification basis and recognized in the
consolidated statement of income and expenses in the period in which the contract is closed or the changes occur, respectively.
The Master Fund currently
pays the Managing Owner a management fee (Management Fee), monthly in arrears, in an amount equal to 0.50% per annum of the daily net asset value of the Master Fund. No separate management fee is paid by the Fund. The Management Fee
is paid in consideration of the Managing Owners commodity futures trading advisory services.
|
(h)
|
Brokerage Commissions and Fees
|
The Master
Fund incurs 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. These costs
are recorded as brokerage commissions and fees in the consolidated statement of income and expenses. On average, total charges paid to the Commodity Broker were approximately $7.00 per round-turn trade during the three months ended and the period
ended September 30, 2007, although the Commodity Brokers brokerage commissions and trading fees are determined on a contract-by-contract basis. Brokerage commissions and fees have approximated 0.04%, on an annual basis, of the net asset
value of the Master Fund during the three months ended and the period ended September 30, 2007.
271
POWERSHARES DB SILVER FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
|
(i)
|
Routine Operational, Administrative and Other Ordinary Expenses
|
The Managing Owner assumes all routine operational, administrative and other ordinary expenses of the Fund and the Master 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. Accordingly, all such expenses are not reflected in the consolidated statement of income and expenses of the Fund.
|
(j)
|
Non-Recurring and Unusual Fees and Expenses
|
The Master Fund pays all fees and expenses, if any, of the Fund and the Master Fund, which are non-recurring and unusual in nature. Such expenses include legal claims and liabilities, litigation costs or indemnification or other
unanticipated expenses. Such fees and expenses, by their nature, are unpredictable in terms of timing and amount. For the three months ended and the period ended September 30, 2007, the Fund and the Master Fund did not incur such expenses.
(5)
|
Financial Instrument Risk
|
In the normal course of
its business, the Master Fund is 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 Master Fund are commodity futures, whose values 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 Master 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 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 Master Fund could experience substantial
losses.
Credit risk is the possibility that a loss may occur due to the failure of an exchange clearinghouse 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 Master Funds risk of loss in the event of
counterparty default is typically limited to the amounts recognized in the consolidated statement of financial condition and not represented by the futures contract or notional amounts of the instruments.
The Fund and the Master Fund have not utilized, nor do they expect to utilize in the future, special purpose entities to facilitate off-balance sheet
financing arrangements and have 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.
272
POWERSHARES DB SILVER FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
(6)
|
Share Purchases and Redemptions
|
Limited Shares may be purchased
from the Fund only by Authorized Participants in one or more blocks of 200,000 Shares, called a Basket. The Fund issues Limited Shares in Baskets only to Authorized
Participants continuously as of noon, New York time, on the business day immediately following the date on which a valid order to create a Basket is accepted by the Fund, at the net asset value of 200,000 Limited
Shares as of the closing time of the Amex or the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid order to create a Basket is accepted by the Fund.
On any business day, an
Authorized Participant may place an order with the Managing Owner to redeem one or more Baskets. Redemption orders must be placed by 10:00 a.m., New York time. The day on which the Managing Owner receives a valid redemption order is the redemption
order date. Redemption orders are irrevocable. The redemption procedures allow Authorized Participants to redeem Baskets. Individual shareholders may not redeem directly from the Fund.
By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through The Depository Trust Companys
(DTC) book-entry system to the Fund not later than noon, New York time, on the business day immediately following the redemption order date. By placing a redemption order, and prior to receipt of the redemption proceeds, an Authorized
Participants 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 net asset value of the number of Basket(s) requested in the Authorized Participants redemption order as of the closing time of the Amex or the last to close
of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date. The Fund will distribute the cash redemption amount at noon, New York time, on the business day immediately following the
redemption order date through DTC to the account of the Authorized Participant as recorded on DTCs book-entry system.
The redemption
proceeds due from the Fund are delivered to the Authorized Participant at noon, New York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date,
the Funds DTC account has been credited with the Baskets to be redeemed. If the Funds DTC account has not been credited with all of the Baskets to be redeemed by such time, the redemption proceeds are delivered to the extent of whole
Baskets received. Any remainder of the redemption proceeds are delivered on the next business day to the extent of remaining whole Baskets received if the Managing Owner 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 Baskets to be redeemed are credited to the Funds DTC account by noon, New York time, on such next business day. Any further outstanding amount of the redemption
order will be canceled. The Managing Owner is also authorized to deliver the redemption proceeds notwithstanding that the Baskets to be redeemed are not credited to the Funds DTC account by noon, New York time, on the business day immediately
following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the Baskets through DTCs book-entry system on such terms as the Managing Owner may from time-to-time agree upon.
273
POWERSHARES DB SILVER FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
|
(c)
|
Limited Share Transactions
|
The Fund and the
Master Fund commenced investment operations on January 3, 2007 with the initial offering of 1,000,000 Limited Shares to Deutsche Bank Securities Inc. as Initial Purchaser of the Fund in exchange for $25,000,000. The Fund commenced trading on
the Amex on January 5, 2007. In the three months ended September 30, 2007, no additional Limited Shares were issued or redeemed. In the period ended September 30, 2007, an additional 200,000 Limited Shares were issued for $5,318,126
and 400,000 Limited Shares were redeemed for $10,939,460.
(7)
|
Profit and Loss Allocations and Distributions
|
Pursuant to the Amended and Restated Declaration of Trust and Trust Agreement of the Master Trust, income and expenses are allocated pro rata to the General and Limited Shareholders monthly based on their respective percentage interests as
of the close of the last trading day of the preceding month. Any losses allocated to the Managing Owner (the owner of the General Shares) which are in excess of the Managing Owners capital balance are allocated to the Limited Shareholders in
accordance with their respective interest in the Master Fund as a percentage of total shareholders equity. 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.
(8)
|
Organizational and Offering Costs
|
All organizing
and offering expenses of the Fund and its Master Fund are incurred and assumed by the Managing Owner. Expenses incurred in connection with the continuous offering of Shares of the Fund after the commencement of the Master Funds trading
operations also will be paid by the Managing Owner.
(9)
|
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 and the Master 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 which are in the best interests of the Fund and the Master Fund. While the Funds and the Master Funds exposure under such indemnification provisions cannot be estimated,
until a claim arises, these general business indemnifications are not expected to have a material impact on either the Funds or the Master Funds financial position.
(10)
|
Net Asset Value and Financial Highlights
|
The Fund
is presenting the following net asset value and financial highlights related to investment performance and operations for a Limited Share outstanding for the three months ended September 30, 2007 and for the period from January 3, 2007
(commencement of investment operations) to September 30, 2007 (herein referred to as Period ended September 30, 2007). The net investment income and total expense ratios are calculated using average net asset value. The net
asset value presentation is calculated using daily Limited Shares outstanding. The net investment income and total expense ratios have been annualized. The total return is based on the change in net asset value of the Limited Shares during the
period. An individual investors return and ratios may vary based on the timing of capital transactions.
274
POWERSHARES DB SILVER FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
2007
|
|
|
Period Ended
September 30,
2007
|
|
Net Asset Value
|
|
|
|
|
|
|
|
|
Initial offering price per Limited Share
|
|
$
|
|
|
|
$
|
25.00
|
|
|
|
|
Net realized and change in unrealized loss on United States Treasury Obligations and Futures
|
|
$
|
2.41
|
|
|
$
|
1.21
|
|
Net investment income
|
|
|
0.27
|
|
|
|
0.83
|
|
|
|
|
|
|
|
|
|
|
Net increase
|
|
|
2.68
|
|
|
|
2.04
|
|
Net asset value per Limited Share, beginning of period
|
|
$
|
24.36
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per Limited Share, end of period
|
|
$
|
27.04
|
|
|
$
|
27.04
|
|
|
|
|
|
|
|
|
|
|
Market value per Limited Share, beginning of period
|
|
$
|
24.39
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Market value per Limited Share, end of period
|
|
$
|
27.01
|
|
|
$
|
27.01
|
|
|
|
|
|
|
|
|
|
|
Ratio to average net assets (i)
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
4.22
|
%
|
|
|
4.32
|
%
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
0.54
|
%
|
|
|
0.54
|
%
|
|
|
|
|
|
|
|
|
|
Total Return, at net asset value (ii)
|
|
|
11.00
|
%
|
|
|
8.16
|
%
|
|
|
|
|
|
|
|
|
|
Total Return, at market value (ii)
|
|
|
10.74
|
%
|
|
|
8.04
|
%
|
|
|
|
|
|
|
|
|
|
(i)
|
Percentages are annualized.
|
(ii)
|
Percentages are not annualized and for the period ended September 30, 2007 are calculated based on initial offering price upon commencement of investment operations of $25.00.
|
(11)
|
Recently Issued Accounting Standards
|
In July 2006,
the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial
statements and prescribes a threshold of more-likely-than-not for recognition of tax benefits of uncertain tax positions taken or expected to be taken in a tax return. FIN 48 also provides related guidance on measurement, derecognition,
classification, interest and penalties, and disclosure. The Fund adopted FIN 48 on January 1, 2007 and has determined that the application of this standard will not impact the financial statements.
In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurement (Statement 157). Statement 157 defines fair value, establishes
framework for the measurement of fair value and enhances disclosures about fair value measurements. The Statement does not require any new fair value measures. The Statement is effective for fair value measures already required or permitted by other
standards for fiscal years beginning after November 15, 2007. The Fund is required to adopt Statement 157 beginning on January 1, 2008. Statement 157 is required to be applied prospectively, except for certain financial instruments. Any
transition adjustment will be recognized as an adjustment to opening retained earnings in the year of adoption. The Fund is currently evaluating the impact of adopting Statement 157 on its results of operations and financial position.
275
R
eport of Independent Registered Public Accounting Firm
The Unitholder
PowerShares DB Base Metals Fund:
We have audited the
accompanying statement of financial condition of PowerShares DB Base Metals Fund (the Fund) as of December 31, 2006. This statement of financial condition is the responsibility of the Funds management. Our responsibility is to express an
opinion on this statement of financial condition based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of PowerShares DB Base Metals Fund as of December 31, 2006, in conformity
with U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
March 14, 2007
276
P
OWERSHARES DB BASE METALS FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statement of Financial Condition
December 31, 2006
|
|
|
|
Assets
|
|
|
|
Due from DB Base Metals Master Fund
|
|
$
|
1,000
|
|
|
|
|
Total assets
|
|
$
|
1,000
|
|
|
|
|
Fund Capital
|
|
|
|
General units40 general units
|
|
$
|
1,000
|
|
|
|
|
Total fund capital
|
|
$
|
1,000
|
|
|
|
|
See accompanying notes to statement of financial condition.
277
P
OWERSHARES DB BASE METALS FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
PowerShares DB Base Metals Fund
(the Fund), an indirect wholly owned subsidiary of Deutsche Bank AG (DBAG), was formed as a separate series of PowerShares DB Multi-Sector Commodity Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006,
and has not yet commenced operations. The Fund will offer common units of beneficial interest (the Shares) to investors (Shareholders). The only capital contributed to the Fund as of December 31, 2006 is a capital contribution of $1,000 by
DB Commodity Services LLC (the Managing Owner) whereby 40 general units were issued to the Managing Owner for its capital contribution. The Managing Owner, a wholly owned subsidiary of DBAG, serves as the managing owner, commodity pool operator and
commodity trading advisor of the Fund and DB Base Metals Master Fund (the Master Fund). The Managing Owner and the Shareholders will share in any profits, losses, and expenses of the Fund in proportion to the percentage interest owned by each.
The proceeds of the offering of Shares will be invested in the Master Fund. The Master Fund was formed as a separate series of DB
Multi-Sector Commodity Master Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006, and has not yet commenced operations. The Master Fund will trade exchange traded futures on the commodities comprising the
Deutsche Bank Liquid Commodity IndexOptimum Yield Industrial Metals Excess Return (DBLCI-OY Industrial Metals ER, or the Index), with a view to tracking the changes, positive and negative, of the Index over time. The Master
Funds portfolio also will include United States Treasury securities for deposit with the Master Funds commodities brokers as margin and other high credit quality short term fixed income securities.
The Index, which intends to reflect the Base Metals sector, is comprised of and tracks the change in the market value of the following commodities:
Aluminum, Zinc and CopperGrade A.
(2)
|
Summary of Significant Accounting Policies
|
The accompanying
statement of financial condition has been prepared in conformity with U.S. generally accepted accounting principles.
The preparation of the
statement of financial condition in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the statement of financial condition. Actual results could differ from those estimates.
|
(c)
|
Due from DB Base Metals Master Fund
|
The
Managing Owner funded cash to the Master Fund on behalf of the Fund as of December 31, 2006, which represents the Managing Owners capital contribution to the Fund.
The Master Fund and the Fund
will be classified as a partnership and a grantor trust, respectively, for United States federal income tax purposes. Accordingly, neither the Master Fund, nor the Fund will
278
POWERSHARES DB BASE METALS FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
incur United States federal income taxes. No provision for federal, state, and local income taxes has been made in the accompanying statement of financial
condition, as each investor will be individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain, loss, deductions and other items.
(3)
|
The Offering of the Shares
|
Shares may be purchased
from the Fund only by certain eligible financial institutions, (the Authorized Participants) and only in one or more blocks of 200,000 Shares, called a Basket, although the initial Basket(s) will be purchased by Deutsche Bank Securities Inc. (the
Initial Purchaser). The Fund will issue Shares in Baskets only to Authorized Participants continuously as of noon, New York time, on the business day immediately following the date on which a valid order to create a Basket is accepted by the Fund,
at the net asset value of 200,000 Shares as of the closing time of the American Stock Exchange (Amex) or the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid order to
create a Basket is accepted by the Fund.
(4)
|
Operating Expenses, Organizational, and Offering Costs
|
Expenses incurred in connection with organizing the Fund and the Master Fund and the initial offering of its Shares are paid by the Managing Owner. Expenses incurred in connection with the continuous offering of Shares of the Fund after the
commencement of the Master Funds trading operations will also be paid by the Managing Owner.
The term of the Fund is perpetual
unless terminated earlier in certain circumstances.
On any business day, an Authorized
Participant may place an order with the Managing Owner to redeem one or more Baskets. Redemption orders must be placed by the Order Cut-Off Time (as such term is defined in the Trust Agreement). The day on which the Managing Owner receives a valid
redemption order is the redemption order date. Redemption orders are irrevocable. The redemption procedures allow Authorized Participants to redeem Baskets. Individual Shareholders may not redeem directly from the Fund. Instead, individual
Shareholders may only redeem Shares in integral multiples of 200,000 and only through an Authorized Participant.
By placing a redemption
order, an Authorized Participant agrees to deliver the Baskets to be redeemed through the Depository Trust Companys (DTC) book entry system to the Fund not later than noon, New York time, on the business day immediately following the
redemption order date. By placing a redemption order, and prior to receipt of the redemption distribution, an Authorized Participants DTC account will be charged the nonrefundable transaction fee due for the redemption order.
The redemption distribution from the Fund consists of the cash redemption amount. The cash redemption amount is equal to the net asset value of the number
of Baskets requested in the Authorized Participants redemption order as of the closing time of the Amex or the last to close of the exchanges on which the
279
POWERSHARES DB BASE METALS FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
Master Funds assets are traded, whichever is later, on the redemption order date. The Managing Owner on behalf of the Fund will distribute the cash
redemption amount at noon, New York time, on the business day immediately following the redemption order date through DTC to the account of the Authorized Participant as recorded on DTCs book-entry system.
The redemption distribution due from the Fund is delivered to the Authorized Participant at noon, New York time, on the business day immediately following
the redemption order date if, by such time on such business day immediately following the redemption order date, the Funds DTC account has been credited with the Baskets to be redeemed. If the Funds DTC account has not been credited with
all of the Baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole Baskets received. Any remainder of the redemption distribution is delivered on the next business day to the extent of remaining whole
Baskets received if the Managing Owner 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 Baskets to be redeemed are credited to the
Funds DTC account by noon, New York time, on such next business day. Any further outstanding amount of the redemption order shall be canceled. The Managing Owner is also authorized to deliver the redemption distribution notwithstanding that
the Baskets to be redeemed are not credited to the Funds DTC account by noon, New York time, on the business day immediately following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the
Baskets through DTCs book-entry system on such terms as the Managing Owner may determine from time-to-time.
280
R
eport of Independent Registered Public Accounting Firm
The Unitholder
DB Base Metals Master Fund:
We have audited the
accompanying statement of financial condition of DB Base Metals Master Fund (the Master Fund) as of December 31, 2006. This statement of financial condition is the responsibility of the Master Funds management. Our responsibility is to
express an opinion on this statement of financial condition based on our audit.
We conducted our audit in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of DB Base
Metals Master Fund as of December 31, 2006, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
March 14, 2007
281
D
B BASE METALS MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statement of Financial
Condition
December 31, 2006
|
|
|
|
Assets
|
|
|
|
Cash held by Commodity Broker
|
|
$
|
2,030
|
|
|
|
|
Total assets
|
|
$
|
2,030
|
|
|
|
|
Liabilities and Unitholders Capital
|
|
|
|
Due to PowerShares DB Base Metals Fund
|
|
$
|
1,000
|
|
|
|
|
Total liabilities
|
|
|
1,000
|
|
|
|
|
Unitholders Capital
|
|
|
1,030
|
|
|
|
|
Total liabilities and unitholders capital
|
|
$
|
2,030
|
|
|
|
|
See accompanying notes to
statement of financial condition.
282
D
B BASE METALS MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of
Financial Condition
December 31, 2006
DB Base Metals Master Fund
(the Master Fund), an indirect wholly owned subsidiary of Deutsche Bank AG (DBAG), was formed as a separate series of DB Multi-Sector Commodity Master Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006,
and has not yet commenced operations. The Master Fund will offer common units of beneficial interest (the Units), and the only Unitholders will be PowerShares DB Base Metals Fund (the Fund) and DB Commodity Services LLC (the Managing
Owner). The Fund, an indirect wholly owned subsidiary of DBAG, was formed as a separate series of PowerShares DB Multi-Sector Commodity Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006, and has not yet
commenced operations. The only capital contributed to the Master Fund as of December 31, 2006 is a capital contribution of $1,000 by the Managing Owner whereby 40 general units were issued to the Managing Owner for its capital contribution. The
Managing Owner, a wholly owned subsidiary of DBAG, serves as the managing owner, commodity pool operator and commodity trading advisor of the Master Fund and the Fund. The Managing Owner and the Unitholders share in any profits, losses and expenses
of the Master Fund in proportion to the percentage interest owned by each.
The Master Fund will invest the proceeds from the offering of
Units by trading exchange traded futures on the commodities comprising the Deutsche Bank Liquid Commodity IndexOptimum Yield Industrial Metals Excess Return (DBLCI-OY Industrial Metals ER, or the Index), with a view to tracking the
changes, positive and negative of the Index over time. The Master Funds portfolio also will include U.S. Treasury securities for deposit with the Master Funds commodities brokers as margin and other high credit quality short term
fixed income securities.
The Index, which intends to reflect the Base Metals sector, is comprised of and tracks the change in the market
value of the following commodities: Aluminum, Zinc and CopperGrade A.
(2)
|
Summary of Significant Accounting Policies
|
The accompanying
statement of financial condition has been prepared in conformity with U.S. generally accepted accounting principles.
The preparation of the
statement of financial condition in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the statement of financial condition. Actual results could differ from those estimates.
|
(c)
|
Cash held by Commodity Broker
|
Deutsche Bank
Securities Inc. (a wholly owned subsidiary of Deutsche Bank AG and a related party to the Master Fund), a Delaware corporation, serves as the commodity broker of the Master Fund (the Commodity Broker). The Master Fund defines cash held by the
Commodity Broker on its behalf to be highly liquid investments, with original maturities of three months or less.
283
DB BASE METALS MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
The Master Fund and the Fund
will be classified as a partnership and a grantor trust, respectively, for U.S. federal income tax purposes. Accordingly, neither the Master Fund, nor the Fund will incur U.S. federal income taxes. No provision for federal, state, and
local income taxes has been made in the accompanying statement of financial condition, as each investor will be individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain,
loss, deductions and other items.
(3)
|
The Offering of the Units
|
Master Fund Units may be
purchased from the Master Fund only by the Fund in one or more blocks of 200,000 Master Fund Units (Master Unit Basket). The Master Fund will issue Master Unit Baskets only to the Fund continuously, as of noon, New York time, on the business day
immediately following the date on which a valid order to create a Master Unit Basket is accepted by the Master Fund, at the net asset value of 200,000 Master Fund Units as of the closing time of the American Stock Exchange (Amex) or the last to
close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid order to create a Master Unit Basket is accepted by the Master Fund.
|
(a)
|
Organization and Offering Expenses
|
Expenses
incurred in connection with organizing the Fund and the Master Fund and the initial offering of its shares are paid by the Managing Owner. Expenses incurred in connection with the continuous offering of shares of the Fund after the commencement of
the Master Funds trading operations will also be paid by the Managing Owner.
The Master Fund will pay the
Managing Owner a management fee (the Management Fee), monthly in arrears, in an amount equal to 0.75% per annum of the net asset value of Master Fund. No separate management fee will be paid by any Fund. The Management Fee will be paid in
consideration of the Managing Owners commodity futures trading advisory services.
|
(c)
|
Brokerage Commissions and Fees
|
The Master
Fund will pay to the Commodity Broker all brokerage commissions, including applicable exchange fees, National Futures Association fees, give up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with its
trading activities. The Commodity Brokers brokerage commissions and trading fees will be determined on a contract by contract basis.
284
DB BASE METALS MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
|
(d)
|
Routine Operational, Administrative and Other Ordinary Expenses
|
The Managing Owner will pay all routine operational, administrative and other ordinary expenses of the Fund and the Master Fund, including, but not limited to, computer services, the fees and expenses of the Trustee
(Wilmington Trust Company), legal and accounting fees and expenses, tax preparation expenses, filing fees, and printing, mailing and duplication costs.
|
(e)
|
Extraordinary Fees and Expenses
|
The Master
Fund will pay all the extraordinary fees and expenses (as such term is defined in the Amended and Restated Declaration of Trust and Trust Agreement of the Master Trust), if any, of itself and of the Fund. Extraordinary fees and expenses are fees and
expenses which are non-recurring and unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other unanticipated expenses. Such extraordinary fees and expenses, by their nature, are unpredictable in terms of
timing and amount.
|
(f)
|
Management Fee and Expenses to be Paid First out of Interest Income
|
The Management Fee and brokerage commissions and fees of the Fund and the Master Fund will be paid, upon commencement of operations, first out of interest income from the Master Funds holdings of
U.S. Treasury bills and other high credit quality short-term fixed income securities on deposit with the Commodity Broker as margin or otherwise. To the extent interest income is not sufficient to cover the fees and expenses of the Fund and the
Master Fund during any period, the excess of such fees and expenses over such interest income will be paid out of income from futures trading, if any, or from sales of the Master Funds fixed income securities.
The term of the Master Fund is
perpetual unless terminated earlier in certain circumstances.
On any business day, the Fund may
place an order with the Managing Owner to redeem one or more Master Unit Baskets. Redemption orders must be placed by the Order Cut-Off Time (as such term is defined in the Master Trust Agreement). The day on which the Managing Owner receives a
valid redemption order is the redemption order date. The redemption procedure allows the Fund to redeem Master Unit Baskets.
The redemption
proceeds from the Master Fund consist of the cash redemption amount. The cash redemption amount is equal to the net asset value of the number of Master Unit Baskets requested in the Funds redemption order as of the closing time of the Amex or
the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date. The Managing Owner on behalf of the Master Fund will distribute the cash redemption amount to the Fund no later
than noon, New York time, on the business day immediately following the redemption order date.
285
DB BASE METALS MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
The redemption proceeds due from the Master Fund are delivered to the Fund no later than noon, New
York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date, the Master Fund account has been credited with the Master Unit Baskets to be
redeemed. If the Master Funds account has not been credited with all of the Master Unit Baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole Master Unit Baskets received. Any remainder of the
redemption distribution is delivered on the next business day to the extent of remaining whole Master Unit Baskets received if the Managing Owner 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 Master Unit Baskets to be redeemed are credited to the Master Funds account by noon, New York time, on such next business day. Any further outstanding amount of the redemption order
shall be canceled. The Managing Owner is also authorized to deliver the redemption distribution notwithstanding that the Master Unit Baskets to be redeemed are not credited to the Master Funds account by noon, New York time, on the business
day immediately following the redemption order date if the Fund has collateralized its obligation to deliver the Master Unit Baskets on such terms as the Managing Owner may determine from time-to-time.
286
P
OWERSHARES DB BASE METALS FUND AND SUBSIDIARY
Consolidated Statements of Financial Condition
September 30, 2007 (unaudited) and December 31, 2006 (i)
|
|
|
|
|
|
|
|
|
|
September 30,
2007
(unaudited)
|
|
|
December 31,
2006
|
Assets
|
|
|
|
|
|
|
|
United States Treasury Obligations, at fair value (cost $80,220,392)
|
|
$
|
80,300,602
|
|
|
$
|
|
Cash held by broker
|
|
|
14,674,920
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
94,975,522
|
|
|
$
|
1,000
|
|
|
|
|
|
|
|
|
Liabilities and shareholders equity
|
|
|
|
|
|
|
|
Unrealized depreciation on futures contracts
|
|
$
|
5,356,538
|
|
|
$
|
|
Management fee payable
|
|
|
52,987
|
|
|
|
|
Brokerage fee payable
|
|
|
7,589
|
|
|
|
|
Other Liabilities
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
5,418,114
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 9)
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
|
|
|
|
|
General shares:
|
|
|
|
|
|
|
|
Paid in capital40 shares issued and outstanding as of September 30, 2007 and December 31, 2006, respectively
|
|
|
1,000
|
|
|
|
1,000
|
Accumulated earnings
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
Total General shares
|
|
|
1,054
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
Limited shares:
|
|
|
|
|
|
|
|
Paid in capital3,400,000 and no redeemable shares issued and outstanding as of September 30, 2007, and December 31, 2006, respectively
|
|
|
93,893,438
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated deficit
|
|
|
(4,337,084
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total Limited shares
|
|
|
89,556,354
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
89,557,408
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
94,975,522
|
|
|
$
|
1,000
|
|
|
|
|
|
|
|
|
Net asset value per share
|
|
|
|
|
|
|
|
General shares
|
|
$
|
26.35
|
|
|
$
|
25.00
|
Limited shares
|
|
$
|
26.34
|
|
|
|
Not Applicable
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
Represents financial condition only for PowerShares DB Base Metals Fund as consolidation of DB Base Metals Master Fund occurred upon commencement of investment operation, as of
January 3, 2007.
|
287
P
OWERSHARES DB BASE METALS FUND AND SUBSIDIARY
Unaudited Consolidated Schedule of Investments
September 30, 2007
|
|
|
|
|
|
|
|
|
|
Description
|
|
Percentage
of
Net Assets
|
|
|
Fair
Value
|
|
Face
Value
|
United States Treasury Obligations
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Bills, 4.28% due October 4, 2007
|
|
13.40
|
%
|
|
$
|
11,996,808
|
|
$
|
12,000,000
|
U.S. Treasury Bills, 4.00% due October 11, 2007
|
|
0.55
|
|
|
|
499,567
|
|
|
500,000
|
U.S. Treasury Bills, 3.93% due October 18, 2007
|
|
11.15
|
|
|
|
9,984,670
|
|
|
10,000,000
|
U.S. Treasury Bills, 3.27% due October 25, 2007
|
|
5.57
|
|
|
|
4,988,875
|
|
|
5,000,000
|
U.S. Treasury Bills, 4.825% due November 1, 2007
|
|
36.74
|
|
|
|
32,903,442
|
|
|
33,000,000
|
U.S. Treasury Bills, 4.77% due November 8, 2007
|
|
22.25
|
|
|
|
19,927,240
|
|
|
20,000,000
|
|
|
|
|
|
|
|
|
|
|
Total United States Treasury Obligations (cost $80,220,392)
|
|
89.66
|
%
|
|
$
|
80,300,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A portion of the above United States Treasury Obligations are held as initial margin
against open futures contracts, as noted in Note 4(d).
|
|
|
|
|
|
|
|
Description
|
|
Percentage
of
Net Assets
|
|
|
Fair
Value
|
|
Unrealized Appreciation (Depreciation) on Futures Contracts
|
|
|
|
|
|
|
|
Aluminum (470 contracts, settlement date November 19, 2007)
|
|
(3.96
|
)%
|
|
$
|
(3,544,613
|
)
|
Copper (176 contracts, settlement date March 17, 2008)
|
|
3.13
|
|
|
|
2,801,625
|
|
Zinc (307 contracts, settlement date May 19, 2008)
|
|
(5.15
|
)
|
|
|
(4,613,550
|
)
|
|
|
|
|
|
|
|
|
Net Unrealized Depreciation on Futures Contracts
|
|
(5.98
|
)%
|
|
$
|
(5,356,538
|
)
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
288
P
OWERSHARES DB BASE METALS FUND AND SUBSIDIARY
Unaudited Consolidated Statements of
Income and Expenses
For the Three Months and
Period Ended September 30, 2007(i)
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
September 30, 2007
|
|
|
Period
Ended
September 30, 2007
|
|
Income
|
|
|
|
|
|
|
|
|
Interest Income
|
|
$
|
1,007,637
|
|
|
$
|
1,892,502
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
Management fee
|
|
|
158,807
|
|
|
|
293,232
|
|
Brokerage commissions and fees
|
|
|
6,352
|
|
|
|
11,729
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
165,159
|
|
|
|
304,961
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
842,478
|
|
|
|
1,587,541
|
|
|
|
|
|
|
|
|
|
|
Realized and Net Change in Unrealized Gain (Loss) on United States Treasury Obligations and Futures Realized Gain (Loss)
on
|
|
|
|
|
|
|
|
|
United States Treasury Obligations
|
|
|
15,905
|
|
|
|
20,132
|
|
Futures
|
|
|
|
|
|
|
(668,375
|
)
|
|
|
|
|
|
|
|
|
|
Net realized gain (loss)
|
|
|
15,905
|
|
|
|
(648,243
|
)
|
|
|
|
|
|
|
|
|
|
Net Change in Unrealized Gain (Loss) on
|
|
|
|
|
|
|
|
|
United States Treasury Obligations
|
|
|
55,542
|
|
|
|
80,210
|
|
Futures
|
|
|
(2,729,587
|
)
|
|
|
(5,356,538
|
)
|
|
|
|
|
|
|
|
|
|
Net change in unrealized loss
|
|
|
(2,674,045
|
)
|
|
|
(5,276,328
|
)
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized loss on United States Treasury Obligations and Futures
|
|
|
(2,658,140
|
)
|
|
|
(5,924,571
|
)
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(1,815,662
|
)
|
|
$
|
(4,337,030
|
)
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Base Metals Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
289
P
OWERSHARES DB BASE METALS FUND AND SUBSIDIARY
Unaudited Consolidated Statement of
Changes in Shareholders Equity
For the
Three Months Ended September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Shares
|
|
|
Limited Shares
|
|
|
Total
|
|
|
|
General Shares
|
|
Accumulated
Earnings
(Deficit)
|
|
|
Total
General
Shareholders
Equity
(Deficit)
|
|
|
|
|
Accumulated
Earnings
(Deficit)
|
|
|
Total
Limited
Shareholders
Equity
(Deficit)
|
|
|
Total
Shareholders
Equity
(Deficit)
|
|
|
|
|
|
Limited Shares
|
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Balance at July 1, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
63
|
|
|
$
|
1,063
|
|
|
2,600,000
|
|
$
|
71,587,820
|
|
$
|
(2,521,431
|
)
|
|
$
|
69,066,389
|
|
|
$
|
69,067,452
|
|
Sale of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
800,000
|
|
|
22,305,618
|
|
|
|
|
|
|
22,305,618
|
|
|
|
22,305,618
|
|
Redemption of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
11
|
|
|
|
11
|
|
|
|
|
|
|
|
|
842,467
|
|
|
|
842,467
|
|
|
|
842,478
|
|
Net realized gain (loss) on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
|
15,904
|
|
|
|
15,904
|
|
|
|
15,905
|
|
Net change in unrealized gain (loss) on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
(21
|
)
|
|
|
(21
|
)
|
|
|
|
|
|
|
|
(2,674,024
|
)
|
|
|
(2,674,024
|
)
|
|
|
(2,674,045
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss:
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
(1,815,653
|
)
|
|
|
(1,815,653
|
)
|
|
|
(1,815,662
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
54
|
|
|
$
|
1,054
|
|
|
3,400,000
|
|
$
|
93,893,438
|
|
$
|
(4,337,084
|
)
|
|
$
|
89,556,354
|
|
|
$
|
89,557,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
290
P
OWERSHARES DB BASE METALS FUND AND SUBSIDIARY
Unaudited Consolidated Statement of
Changes in Shareholders Equity
For the
Period Ended September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Shares
|
|
|
Limited Shares
|
|
|
Total
|
|
|
General Shares
|
|
Accumulated
Earnings
(Deficit)
|
|
|
Total
General
Shareholders
Equity
(Deficit)
|
|
|
Limited Shares
|
|
|
Accumulated
Earnings
(Deficit)
|
|
|
Total
Limited
Shareholders
Equity
(Deficit)
|
|
|
Total
Shareholders
Equity
(Deficit)
|
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
Balance at January 1, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
|
|
|
$
|
1,000
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,000
|
|
Sale of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,800,000
|
|
|
|
104,558,466
|
|
|
|
|
|
|
|
104,558,466
|
|
|
|
104,558,466
|
|
Redemption of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(400,000
|
)
|
|
|
(10,665,028
|
)
|
|
|
|
|
|
|
(10,665,028
|
)
|
|
|
(10,665,028
|
)
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
32
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
1,587,509
|
|
|
|
1,587,509
|
|
|
|
1,587,541
|
|
Net realized loss on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
(648,242
|
)
|
|
|
(648,242
|
)
|
|
|
(648,243
|
)
|
Net change in unrealized gain (loss) on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
23
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
(5,276,351
|
)
|
|
|
(5,276,351
|
)
|
|
|
(5,276,328
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss):
|
|
|
|
|
|
|
|
54
|
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
(4,337,084
|
)
|
|
|
(4,337,084
|
)
|
|
|
(4,337,030
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
54
|
|
|
$
|
1,054
|
|
|
3,400,000
|
|
|
$
|
93,893,438
|
|
|
$
|
(4,337,084
|
)
|
|
$
|
89,556,354
|
|
|
$
|
89,557,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
291
P
OWERSHARES DB BASE METALS FUND AND SUBSIDIARY
Unaudited Consolidated Statement
of Cash Flows
For the Period Ended
September 30, 2007 (i)
|
|
|
|
|
Cash flow provided by operating activities
|
|
|
|
|
Net Loss
|
|
$
|
(4,337,030
|
)
|
Adjustments to reconcile net loss to net cash used by operating activities:
|
|
|
|
|
Cost of securities purchased
|
|
|
(185,733,879
|
)
|
Proceeds from securities sold
|
|
|
107,336,136
|
|
Net accretion of discount and amortization of premium on United States
|
|
|
|
|
Treasury Obligations
|
|
|
(1,802,517
|
)
|
Net realized gain on United States Treasury Obligations
|
|
|
(20,132
|
)
|
Net unrealized loss on United States Treasury Obligations and futures
|
|
|
5,276,328
|
|
Increase in operating assets and liabilities:
|
|
|
|
|
Payable for securities purchased
|
|
|
|
|
Management fee payable
|
|
|
52,987
|
|
Brokerage fee payable
|
|
|
7,589
|
|
Other liabilities
|
|
|
1,000
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(79,219,518
|
)
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Proceeds from sale of Limited Shares
|
|
|
104,558,466
|
|
Redemption of Limited Shares
|
|
|
(10,665,028
|
)
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
93,893,438
|
|
|
|
|
|
|
Net increase in cash held by broker
|
|
|
14,673,920
|
|
Cash held by broker at beginning of period
|
|
|
1,000
|
|
|
|
|
|
|
Cash held by broker at end of period
|
|
$
|
14,674,920
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Base Metals Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
292
P
OWERSHARES DB BASE METALS FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
PowerShares DB Base Metals Fund (the
Fund; Fund may also refer to the Fund and the Master Fund, collectively, as the context requires), a separate series of PowerShares DB Multi-Sector Commodity Trust (the Trust), a Delaware statutory trust organized
in seven separate series and formed on August 3, 2006, and its subsidiary, DB Base Metals Master Fund (the Master Fund), a separate series of DB Multi-Sector Commodity Master Trust (the Master Trust), a Delaware
statutory trust organized in seven separate series and formed on August 3, 2006. DB Commodity Services LLC, a Delaware limited liability company, (DBCS or the Managing Owner) funded both the Fund and the Master Fund with
a capital contribution of $1,000 to each Fund in exchange for 40 General Shares of each Fund. The fiscal year end of the Fund is December 31st. The term of the Fund is perpetual (unless terminated earlier in certain circumstances) as provided
in the Amended and Restated Declaration of Trust and Trust Agreement of the Trust and the Master Trust (the Trust Agreement).
The Fund offers common units of beneficial interest (the Limited Shares) only to certain eligible financial institutions (Authorized Participants) in one or more blocks of 200,000 Limited Shares, called a Basket. The
proceeds from the offering of Limited Shares are invested in the Master Fund. The Fund and the Master Fund commenced investment operations on January 3, 2007 with the initial offering of 1,000,000 Limited Shares to Deutsche Bank Securities Inc.
as initial purchaser of the Fund in exchange for $25,000,000. The Fund commenced trading on the American Stock Exchange (the Amex) on January 5, 2007.
The accompanying consolidated financial statements are unaudited, but in the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly the consolidated
financial statements have been made. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles may have been condensed or omitted. The Funds
Prospectus should be read in conjunction with these interim consolidated financial statements. Interim period results are not necessarily indicative of results for a full-year period.
This report covers the three months ended September 30, 2007 and the period from January 3, 2007 (commencement of investment operations) to
September 30, 2007(herein referred to as Period Ended September 30, 2007).
(2)
|
Fund Investment Overview
|
The Master Fund invests
with a view to tracking the changes, whether positive or negative, in level of the Deutsche Bank Liquid Commodity IndexOptimum Yield Industrial Metals Excess Return (DBLCI-OY Industrial Metals ER) plus the excess, if any, of the
Master Funds income from its holdings of United States Treasury obligations and other high credit quality short-term fixed income securities over the expenses of the Fund and the Master Fund. The Index is intended to reflect the change in
market value of the base metals sector. The commodities comprising the Index, or the Index Commodities, are aluminum, zinc and copper. The Master Fund holds United States Treasury obligations and other high credit quality short-term fixed income
securities for deposit with the Master Funds commodities brokers as margin and for investment.
DBLCI and Deutsche Bank Liquid
Commodity Index are trademarks of Deutsche Bank AG London (the Index Sponsor). Trademark applications in the United States are pending with respect to both the Trust and aspects of the Index. Any use of these trademarks must be
with the consent of or under license from the Index Sponsor. The Fund, Master Fund and the Managing Owner have been licensed to use DBLCI and Deutsche Bank Liquid Commodity Index. The Index Sponsor is an affiliate of the Fund, the Master
Fund and the Managing Owner.
293
POWERSHARES DB BASE METALS FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
(3)
|
Related Party Agreements
|
The Managing Owner
serves the Fund and Master Fund as commodity pool operator, commodity trading advisor and managing owner, and is an indirect wholly-owned subsidiary of Deutsche Bank AG.
Deutsche Bank
Securities Inc., a Delaware corporation, serves as the Master Funds clearing broker (the Commodity Broker). The Commodity Broker is an indirect wholly-owned subsidiary of Deutsche Bank AG. In its capacity as clearing broker, the
Commodity Broker will execute and clear each of the Master Funds futures transactions and will perform certain administrative services for the Master Fund. The Commodity Broker is an affiliate of the Managing Owner.
(4)
|
Summary of Significant Accounting Policies
|
|
(a)
|
Basis of Presentation and Consolidation
|
The
consolidated financial statements of the Fund have been prepared using U.S. generally accepted accounting principles, and they include the financial statement balances of the Fund and the Master Fund. Upon the initial offering of the Limited Shares
on January 3, 2007, the capital raised by the Fund was used to purchase 100% of the common units of beneficial interest of the Master Fund (Master Fund Limited Units) (excluding common units of beneficial interest of the Master Fund
held by the Managing Owner (Master Fund General Units)). The Master Fund Limited Units owned by the Fund provide the Fund and its investors certain controlling rights and abilities over the Master Fund. Consequently, the financial
statement balances of the Master Fund have been consolidated with the Funds financial statement balances beginning January 3, 2007 (commencement of investment operations), and all significant inter-company balances and transactions have
been eliminated.
The preparation of the
consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expense and related
disclosure of contingent assets and liabilities during the reporting period of the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
The Fund defines cash
and cash equivalents to be highly liquid investments, with original maturities of three months or less when purchased. Included in the cash balance is $5,356,538, which relates to variation margin against open futures contracts held by the fund as
of September 30, 2007. There were no cash equivalents held by the Fund as of September 30, 2007.
294
POWERSHARES DB BASE METALS FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
|
(d)
|
United States Treasury Obligations
|
The Fund records purchases and sales of United States Treasury obligations on a trade date basis. These holdings are marked to market based on quoted market closing prices. The Fund holds United States Treasury obligations for deposit with
the Master Funds commodity brokers as margin and for trading purposes. Included in the United States Treasury obligations is $6,125,363 which is restricted and held against initial margin of the open futures contracts. Interest income is
recognized on an accrual basis when earned. Premiums and discounts are amortized or accreted over the life of the United States Treasury obligations.
The Fund and the Master Fund
are classified as a grantor trust and a partnership, respectively, for U.S. federal income tax purposes. Accordingly, neither the Fund nor the Master Fund will incur U.S. federal income taxes. No provision for federal, state, and local income taxes
has been made in the accompanying consolidated financial statements, as investors are individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain, loss, deductions and other
items.
All commodity futures
contracts are held and used for trading purposes. The commodity futures are recorded on a trade date basis and open contracts are recorded in the consolidated statement of financial condition at fair value on the last business day of the period,
which represents market value for those commodity futures for which market quotes are readily available. However, when market closing prices are not available, the Managing Owner may value an asset of the Master Fund pursuant to policies the
Managing Owner has adopted, which are consistent with normal industry standards. Realized gains (losses) and changes in unrealized appreciation (depreciation) on open positions are determined on a specific identification basis and recognized in the
consolidated statement of income and expenses in the period in which the contract is closed or the changes occur, respectively.
The Master
Fund currently pays the Managing Owner a management fee (Management Fee), monthly in arrears, in an amount equal to 0.75% per annum of the daily net asset value of the Master Fund. No separate management fee is paid by the Fund. The
Management Fee is paid in consideration of the Managing Owners commodity futures trading advisory services.
|
(h)
|
Brokerage Commissions and Fees
|
The Master
Fund incurs 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. These costs
are recorded as brokerage commissions and fees in the consolidated statement of income and expenses. On average, total charges paid to the Commodity Broker were approximately $7.00 per round-turn trade during the three months ended and the period
ended September 30, 2007, although the Commodity Brokers brokerage commissions and trading fees are determined on a contract-by-contract basis. Brokerage commissions and fees have approximated 0.03%, on an annual basis, of the net asset
value of the Master Fund during the three months ended and the period ended September 30, 2007.
295
POWERSHARES DB BASE METALS FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
|
(i)
|
Routine Operational, Administrative and Other Ordinary Expenses
|
The Managing Owner assumes all routine operational, administrative and other ordinary expenses of the Fund and the Master 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. Accordingly, all such expenses are not reflected in the consolidated statement of income and expenses of the Fund.
|
(j)
|
Non-Recurring and Unusual Fees and Expenses
|
The Master Fund pays all fees and expenses, if any, of the Fund and the Master Fund, which are non-recurring and unusual in nature. Such expenses include legal claims and liabilities, litigation costs or
indemnification or other unanticipated expenses. Such fees and expenses, by their nature, are unpredictable in terms of timing and amount. For the three months ended and the period ended September 30, 2007, the Fund and the Master Fund did not
incur such expenses.
(5)
|
Financial Instrument Risk
|
In the normal course of
its business, the Master Fund is 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 Master Fund are commodity futures, whose values 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 Master 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 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 Master Fund could experience substantial
losses.
Credit risk is the possibility that a loss may occur due to the failure of an exchange clearinghouse 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 Master Funds risk of loss in the event of
counterparty default is typically limited to the amounts recognized in the consolidated statement of financial condition and not represented by the futures contract or notional amounts of the instruments.
The Fund and the Master Fund have not utilized, nor do they expect to utilize in the future, special purpose entities to facilitate off-balance sheet
financing arrangements and have 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.
(6)
|
Share Purchases and Redemptions
|
Limited Shares may
be purchased from the Fund only by Authorized Participants in one or more blocks of 200,000 Shares, called a Basket. The Fund issues Limited Shares in Baskets only to Authorized Participants continuously as of noon, New York time, on the business
day immediately following the
296
POWERSHARES DB BASE METALS FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
date on which a valid order to create a Basket is accepted by the Fund, at the net asset value of 200,000 Limited Shares as of the closing time of the Amex
or the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid order to create a Basket is accepted by the Fund.
On any business day, an
Authorized Participant may place an order with the Managing Owner to redeem one or more Baskets. Redemption orders must be placed by 10:00 a.m., New York time. The day on which the Managing Owner receives a valid redemption order is the redemption
order date. Redemption orders are irrevocable. The redemption procedures allow Authorized Participants to redeem Baskets. Individual shareholders may not redeem directly from the Fund.
By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through The Depository Trust Companys
(DTC) book entry system to the Fund not later than noon, New York time, on the business day immediately following the redemption order date. By placing a redemption order, and prior to receipt of the redemption proceeds, an Authorized
Participants 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 net asset value of the number of Basket(s) requested in the Authorized Participants redemption order as of the closing time of the Amex or the last to close
of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date. The Fund will distribute the cash redemption amount at noon, New York time, on the business day immediately following the
redemption order date through DTC to the account of the Authorized Participant as recorded on DTCs book entry system.
The redemption
proceeds due from the Fund are delivered to the Authorized Participant at noon, New York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date,
the Funds DTC account has been credited with the Baskets to be redeemed. If the Funds DTC account has not been credited with all of the Baskets to be redeemed by such time, the redemption proceeds are delivered to the extent of whole
Baskets received. Any remainder of the redemption proceeds are delivered on the next business day to the extent of remaining whole Baskets received if the Managing Owner 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 Baskets to be redeemed are credited to the Funds DTC account by noon, New York time, on such next business day. Any further outstanding amount of the redemption
order will be canceled. The Managing Owner is also authorized to deliver the redemption proceeds notwithstanding that the Baskets to be redeemed are not credited to the Funds DTC account by noon, New York time, on the business day immediately
following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the Baskets through DTCs book entry system on such terms as the Managing Owner may from time-to-time agree upon.
|
(c)
|
Limited Share Transactions
|
The Fund and the
Master Fund commenced investment operations on January 3, 2007 with the initial offering of 1,000,000 Limited Shares to Deutsche Bank Securities Inc. as Initial Purchaser of the Fund in exchange for $25,000,000. The Fund commenced trading on
the Amex on January 5, 2007. In the three months ended September 30, 2007, 800,000 additional Limited Shares were issued for
297
POWERSHARES DB BASE METALS FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
$22,305,618. In the period ended September 30, 2007, an additional 3,800,000 Limited Shares were issued for $104,558,466 and 400,000 Limited Shares were
redeemed for $10,665,028.
(7)
|
Profit and Loss Allocations and Distributions
|
Pursuant to the Amended and Restated Declaration of Trust and Trust Agreement of the Master Trust, income and expenses are allocated pro rata to the General and Limited Shareholders monthly based on their respective percentage interests as
of the close of the last trading day of the preceding month. Any losses allocated to the Managing Owner (the owner of the General Shares) which are in excess of the Managing Owners capital balance are allocated to the Limited Shareholders in
accordance with their respective interest in the Master Fund as a percentage of total shareholders equity. 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.
(8)
|
Organizational and Offering Costs
|
All organizing
and offering expenses of the Fund and its Master Fund are incurred and assumed by the Managing Owner. Expenses incurred in connection with the continuous offering of Shares of the Fund after the commencement of the Master Funds trading
operations also will be paid by the Managing Owner.
(9)
|
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 and the Master 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 which are in the best interests of the Fund and the Master Fund. While the Funds and the Master Funds exposure under such indemnification provisions cannot be estimated,
until a claim arises, these general business indemnifications are not expected to have a material impact on either the Funds or the Master Funds financial position.
(10)
|
Net Asset Value and Financial Highlights
|
The Fund
is presenting the following net asset value and financial highlights related to investment performance and operations for a Limited Share outstanding for the three months ended September 30, 2007 and for the period from January 3, 2007
(commencement of investment operations) to September 30, 2007 (herein referred to as Period ended September 30, 2007). The net investment income and total expense ratios are calculated using average net asset value. The net
asset value presentation is calculated using daily Limited Shares outstanding. The net investment income and total expense ratios have been annualized. The total return is based on the change in net asset value of the Limited Shares during the
period. An individual investors return and ratios may vary based on the timing of capital transactions.
298
POWERSHARES DB BASE METALS FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2007
|
|
|
Period Ended
September 30, 2007
|
|
Net Asset Value
|
|
|
|
|
|
|
|
|
Initial offering price per Limited Share
|
|
$
|
|
|
|
$
|
25.00
|
|
Net realized and change in unrealized gain on United States Treasury Obligations and Futures
|
|
$
|
(0.48
|
)
|
|
$
|
0.57
|
|
Net investment income
|
|
|
0.26
|
|
|
|
0.77
|
|
Net increase
|
|
|
(0.22
|
)
|
|
|
1.34
|
|
|
|
|
|
|
|
|
|
|
Net asset value per Limited Share, beginning of period
|
|
$
|
26.56
|
|
|
$
|
|
|
Net asset value per Limited Share, end of period
|
|
$
|
26.34
|
|
|
$
|
26.34
|
|
|
|
|
|
|
|
|
|
|
Market value per Limited Share, beginning of period
|
|
$
|
26.58
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Market value per Limited Share, end of period
|
|
$
|
26.39
|
|
|
$
|
26.39
|
|
|
|
|
|
|
|
|
|
|
Ratio to average net assets (i)
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
3.95
|
%
|
|
|
3.99
|
%
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
0.77
|
%
|
|
|
0.77
|
%
|
|
|
|
|
|
|
|
|
|
Total Return, at net asset value (ii)
|
|
|
(0.83
|
)%
|
|
|
5.36
|
%
|
|
|
|
|
|
|
|
|
|
Total Return, at market value (ii)
|
|
|
(0.71
|
)%
|
|
|
5.56
|
%
|
|
|
|
|
|
|
|
|
|
(i)
|
Percentages are annualized.
|
(ii)
|
Percentages are not annualized and for the period ended September 30, 2007 are calculated based on initial offering price upon commencement of investment operations of $25.00.
|
(11)
|
Recently Issued Accounting Standards
|
In July 2006,
the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial
statements and prescribes a threshold of more-likely-than-not for recognition of tax benefits of uncertain tax positions taken or expected to be taken in a tax return. FIN 48 also provides related guidance on measurement, derecognition,
classification, interest and penalties, and disclosure. The Fund adopted FIN 48 on January 1, 2007 and has determined that the application of this standard will not impact the financial statements.
In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurement (Statement 157). Statement 157 defines fair value, establishes
framework for the measurement of fair value and enhances disclosures about fair value measurements. The Statement does not require any new fair value measures. The Statement is effective for fair value measures already required or permitted by other
standards for fiscal years beginning after November 15, 2007. The Fund is required to adopt Statement 157 beginning on January 1, 2008. Statement 157 is required to be applied prospectively, except for certain financial instruments. Any
transition adjustment will be recognized as an adjustment to opening retained earnings in the year of adoption. The Fund is currently evaluating the impact of adopting Statement 157 on its results of operations and financial position.
299
R
eport of Independent Registered Public Accounting Firm
The Unitholder
PowerShares DB Agriculture Fund:
We have audited the
accompanying statement of financial condition of PowerShares DB Agriculture Fund (the Fund) as of December 31, 2006. This statement of financial condition is the responsibility of the Funds management. Our responsibility is to express an
opinion on this statement of financial condition based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of PowerShares DB Agriculture Fund as of December 31, 2006, in conformity
with U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
March 14, 2007
300
P
OWERSHARES DB AGRICULTURE FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statement of Financial
Condition
December 31, 2006
|
|
|
|
Assets
|
Due from DB Agriculture Master Fund
|
|
$
|
1,000
|
|
|
|
|
Total assets
|
|
$
|
1,000
|
|
|
|
|
Fund Capital
|
|
|
|
General units40 general units
|
|
$
|
1,000
|
|
|
|
|
Total fund capital
|
|
$
|
1,000
|
|
|
|
|
See accompanying notes to statement of financial condition.
301
P
OWERSHARES DB AGRICULTURE FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of
Financial Condition
December 31, 2006
PowerShares DB Agriculture Fund
(the Fund), an indirect wholly owned subsidiary of Deutsche Bank AG (DBAG), was formed as a separate series of PowerShares DB Multi-Sector Commodity Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006,
and has not yet commenced operations. The Fund will offer common units of beneficial interest (the Shares) to investors (Shareholders). The only capital contributed to the Fund as of December 31, 2006 is a capital contribution of $1,000 by
DB Commodity Services LLC (the Managing Owner) whereby 40 general units were issued to the Managing Owner for its capital contribution. The Managing Owner, a wholly owned subsidiary of DBAG, serves as the managing owner, commodity pool operator
and commodity trading advisor of the Fund and DB Agriculture Master Fund (the Master Fund). The Managing Owner and the Shareholders will share in any profits, losses, and expenses of the Fund in proportion to the percentage interest owned by
each.
The proceeds of the offering of Shares will be invested in the Master Fund. The Master Fund was formed as a separate series of DB
Multi-Sector Commodity Master Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006, and has not yet commenced operations. The Master Fund will trade exchange traded futures on the commodities comprising the
Deutsche Bank Liquid Commodity IndexOptimum Yield Agriculture Excess Return (DBLCI-OY Agriculture ER, or the Index), with a view to tracking the changes, positive and negative, of the Index over time. The Master Funds
portfolio also will include United States Treasury securities for deposit with the Master Funds commodities brokers as margin and other high credit quality short term fixed income securities.
The Index, which intends to reflect the Agricultural sector, is comprised of and tracks the change in the market value of the following commodities: Corn,
Wheat, Soybeans, and Sugar.
(2)
|
Summary of Significant Accounting Policies
|
The accompanying
statement of financial condition has been prepared in conformity with U.S. generally accepted accounting principles.
The preparation of the
statement of financial condition in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the statement of financial condition. Actual results could differ from those estimates.
|
(c)
|
Due from DB Agriculture Master Fund
|
The
Managing Owner funded cash to the Master Fund on behalf of the Fund as of December 31, 2006, which represents the Managing Owners capital contribution to the Fund.
The Master Fund and the Fund
will be classified as a partnership and a grantor trust, respectively, for United States federal income tax purposes. Accordingly, neither the Master Fund, nor the Fund will
302
POWERSHARES DB AGRICULTURE FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
incur United States federal income taxes. No provision for federal, state, and local income taxes has been made in the accompanying statement of financial
condition, as each investor will be individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain, loss, deductions and other items.
(3)
|
The Offering of the Shares
|
Shares may be purchased
from the Fund only by certain eligible financial institutions, (the Authorized Participants) and only in one or more blocks of 200,000 Shares, called a Basket, although the initial Basket(s) will be purchased by Deutsche Bank Securities Inc.
(the Initial Purchaser). The Fund will issue Shares in Baskets only to Authorized Participants continuously as of noon, New York time, on the business day immediately following the date on which a valid order to create a Basket is accepted by
the Fund, at the net asset value of 200,000 Shares as of the closing time of the American Stock Exchange (Amex) or the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid
order to create a Basket is accepted by the Fund.
(4)
|
Operating Expenses, Organizational, and Offering Costs
|
Expenses incurred in connection with organizing the Fund and the Master Fund and the initial offering of its Shares are paid by the Managing Owner. Expenses incurred in connection with the continuous offering of Shares of the Fund after the
commencement of the Master Funds trading operations will also be paid by the Managing Owner.
The term of the Fund is perpetual
unless terminated earlier in certain circumstances.
On any business day, an Authorized
Participant may place an order with the Managing Owner to redeem one or more Baskets. Redemption orders must be placed by the Order Cut-Off Time (as such term is defined in the Trust Agreement). The day on which the Managing Owner receives a valid
redemption order is the redemption order date. Redemption orders are irrevocable. The redemption procedures allow Authorized Participants to redeem Baskets. Individual Shareholders may not redeem directly from the Fund. Instead, individual
Shareholders may only redeem Shares in integral multiples of 200,000 and only through an Authorized Participant.
By placing a redemption
order, an Authorized Participant agrees to deliver the Baskets to be redeemed through the Depository Trust Companys (DTC) book entry system to the Fund not later than noon, New York time, on the business day immediately following the
redemption order date. By placing a redemption order, and prior to receipt of the redemption distribution, an Authorized Participants DTC account will be charged the nonrefundable transaction fee due for the redemption order.
The redemption distribution from the Fund consists of the cash redemption amount. The cash redemption amount is equal to the net asset value of the number
of Baskets requested in the Authorized Participants redemption order as of the closing time of the Amex or the last to close of the exchanges on which the
303
POWERSHARES DB AGRICULTURE FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
Master Funds assets are traded, whichever is later, on the redemption order date. The Managing Owner on behalf of the Fund will distribute the cash
redemption amount at noon, New York time, on the business day immediately following the redemption order date through DTC to the account of the Authorized Participant as recorded on DTCs book-entry system.
The redemption distribution due from the Fund is delivered to the Authorized Participant at noon, New York time, on the business day immediately following
the redemption order date if, by such time on such business day immediately following the redemption order date, the Funds DTC account has been credited with the Baskets to be redeemed. If the Funds DTC account has not been credited with
all of the Baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole Baskets received. Any remainder of the redemption distribution is delivered on the next business day to the extent of remaining whole
Baskets received if the Managing Owner 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 Baskets to be redeemed are credited to the
Funds DTC account by noon, New York time, on such next business day. Any further outstanding amount of the redemption order shall be canceled. The Managing Owner is also authorized to deliver the redemption distribution notwithstanding that
the Baskets to be redeemed are not credited to the Funds DTC account by noon, New York time, on the business day immediately following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the
Baskets through DTCs book-entry system on such terms as the Managing Owner may determine from time-to-time.
304
R
eport of Independent Registered Public Accounting Firm
The Unitholder
DB Agriculture Master Fund:
We have audited the
accompanying statement of financial condition of DB Agriculture Master Fund (the Master Fund) as of December 31, 2006. The statement of financial condition is the responsibility of the Master Funds management. Our responsibility is to
express an opinion on the statement of financial condition based on our audit.
We conducted our audit in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of DB
Agriculture Master Fund as of December 31, 2006, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
March 14, 2007
305
D
B AGRICULTURE MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statement of Financial
Condition
December 31, 2006
|
|
|
|
Assets
|
Cash held by Commodity Broker
|
|
$
|
2,030
|
|
|
|
|
Total assets
|
|
$
|
2,030
|
|
|
|
|
Liabilities and Unitholders Capital
|
|
|
|
Due to PowerShares DB Agriculture Fund
|
|
$
|
1,000
|
|
|
|
|
Total liabilities
|
|
|
1,000
|
|
|
|
|
Unitholders capital
|
|
|
1,030
|
|
|
|
|
Total liabilities and unitholders capital
|
|
$
|
2,030
|
|
|
|
|
See accompanying notes to
statement of financial condition.
306
D
B AGRICULTURE MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of
Financial Condition
December 31, 2006
DB Agriculture Master Fund
(the Master Fund), an indirect wholly owned subsidiary of Deutsche Bank AG (DBAG) was formed as a separate series of DB Multi-Sector Commodity Master Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006,
and has not yet commenced operations. The Master Fund will offer common units of beneficial interest (the Units), and the only Unitholders will be PowerShares DB Agriculture Fund (the Fund) and DB Commodity Services LLC (the Managing
Owner). The Fund, an indirect wholly owned subsidiary of DBAG, was formed as a separate series of PowerShares DB Multi-Sector Commodity Trust, a Delaware statutory trust organized in seven separate series on August 3, 2006, and has not yet
commenced operations. The only capital contributed to the Master Fund as of December 31, 2006 is a capital contribution of $1,000 by the Managing Owner whereby 40 general units were issued to the Managing Owner for its capital
contribution. The Managing Owner, a wholly-owned subsidiary of DBAG, serves as the managing owner, commodity pool operator, and commodity trading advisor of the Master Fund and the Fund. The Managing Owner and the Unitholders share in any profits,
losses, and expenses of the Master Fund in proportion to the percentage interest owned by each.
The Master Fund will invest the proceeds
from the offering of Units by trading exchange traded futures on the commodities comprising the Deutsche Bank Liquid Commodity Index Optimum Yield Agriculture Excess Return (DBLCI-OY Agriculture ER, or the Index), with a view to
tracking the changes, positive and negative of the Index over time. The Master Funds portfolio also will include United States Treasury securities for deposit with the Master Funds commodities brokers as margin and other high credit
quality short term fixed income securities.
The Index, which intends to reflect the agricultural sector, comprised and tracks the change in
the market value of the following commodities: corn, wheat, soybeans, and sugar.
(2)
|
Summary of Significant Accounting Policies
|
The accompanying
statement of financial condition has been prepared in conformity with U.S. generally accepted accounting principles.
The preparation of the
statement of financial condition in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the statement of financial condition. Actual results could differ from those estimates.
|
(c)
|
Cash held by Commodity Broker
|
Deutsche
Bank Securities Inc. (a wholly owned subsidiary of Deutsche Bank AG and a related party to the Master Fund), a Delaware corporation, serves as the commodity broker of the Master Fund (the Commodity Broker). The Master Fund defines cash held by the
Commodity Broker on its behalf to be highly liquid investments, with original maturities of three months or less.
307
DB AGRICULTURE MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
The Master Fund
and the Fund will be classified as a partnership and a grantor trust, respectively, for United States federal income tax purposes. Accordingly, neither the Master Fund, nor the Fund will incur United States federal income taxes. No provision for
federal, state, and local income taxes has been made in the accompanying statement of financial condition, as each investor will be individually liable for income taxes, if any, on their allocable share of the Funds share of the Master
Funds income, gain, loss, deductions and other items.
(3)
|
The Offering of the Units
|
Master Fund Units may be
purchased from the Master Fund only by the Fund in one or more blocks of 200,000 Master Fund Units (Master Unit Basket). The Master Fund will issue Master Unit Baskets only to the Fund continuously, as of noon, New York time, on the business day
immediately following the date on which a valid order to create a Master Unit Basket is accepted by the Master Fund, at the net asset value of 200,000 Master Fund Units as of the closing time of the American Stock Exchange (Amex) or the last to
close of the exchanges on which the Master Funds assets are traded, whichever is later, on the date that a valid order to create a Master Unit Basket is accepted by the Master Fund.
|
(a)
|
Organization and Offering Expenses
|
Expenses
incurred in connection with organizing the Fund and the Master Fund and the initial offering of its shares are paid by the Managing Owner. Expenses incurred in connection with the continuous offering of shares of the Fund after the commencement of
the Master Funds trading operations will also be paid by the Managing Owner.
The Master
Fund will pay the Managing Owner a management fee (the Management Fee), monthly in arrears, in an amount equal to 0.75% per annum of the net asset value of Master Fund. No separate management fee will be paid by any Fund. The Management
Fee will be paid in consideration of the Managing Owners commodity futures trading advisory services.
|
(c)
|
Brokerage Commissions and Fees
|
The Master
Fund will pay to the Commodity Broker all brokerage commissions, including applicable exchange fees, National Futures Association fees, give up fees, pit brokerage fees, and other transaction related fees and expenses charged in connection with
its trading activities. The Commodity Brokers brokerage commissions and trading fees will be determined on a contract by contract basis.
|
(d)
|
Routine Operational, Administrative, and Other Ordinary Expenses
|
The Managing Owner will pay all routine operational, administrative, and other ordinary expenses of the Fund and the Master Fund, including, but not limited to, computer services, the fees and expenses of the Trustee
(Wilmington Trust Company), legal and accounting fees and expenses, tax preparation expenses, filing fees, and printing, mailing, and duplication costs.
308
DB AGRICULTURE MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
|
(e)
|
Extraordinary Fees and Expenses
|
The Master
Fund will pay all the extraordinary fees and expenses (as such term is defined in the Amended and Restated Declaration of Trust and Trust Agreement of the Master Trust), if any, of itself and of the Fund. Extraordinary fees and expenses are fees and
expenses which are nonrecurring and unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other unanticipated expenses. Such extraordinary fees and expenses, by their nature, are unpredictable in terms of
timing and amount.
|
(f)
|
Management Fee and Expenses to be Paid First out of Interest Income
|
The Management Fee and the brokerage commissions and fees of the Fund and the Master Fund will be paid upon commencement of operations, first out of interest income from the Master Funds holdings of
U.S. Treasury bills and other high credit quality short-term fixed income securities on deposit with the Commodity Broker as margin or otherwise. To the extent interest income is not sufficient to cover the fees and expenses of the Fund and the
Master Fund during any period, the excess of such fees and expenses over such interest income will be paid out of income from futures trading, if any, or from sales of the Master Funds fixed income securities.
The term of the Master Fund is
perpetual unless terminated earlier in certain circumstances.
On any business day, the Fund may
place an order with the Managing Owner to redeem one or more Master Unit Baskets. Redemption orders must be placed by the Order Cut-Off Time (as such term is defined in the Master Trust Agreement). The day on which the Managing Owner receives a
valid redemption order is the redemption order date. The redemption procedure allows the Fund to redeem Master Unit Baskets.
The redemption
proceeds from the Master Fund consist of the cash redemption amount. The cash redemption amount is equal to the net asset value of the number of Master Unit Baskets requested in the Funds redemption order as of the closing time of the Amex or
the last to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date. The Managing Owner on behalf of the Master Fund will distribute the cash redemption amount to the Fund no later
than noon, New York time, on the business day immediately following the redemption order date.
The redemption proceeds due from the Master
Fund are delivered to the Fund no later than noon, New York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date, the Master Fund account has
been credited with the Master Unit Baskets to be redeemed. If the Master Funds account has not been credited with all of the Master Unit Baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole
Master Unit Baskets received. Any remainder of the redemption distribution is delivered on the next business day to the extent of remaining whole Master Unit Baskets
309
DB AGRICULTURE MASTER FUND
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Statement of Financial Condition
December 31, 2006
received if the Managing Owner 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 Master Unit Baskets to be redeemed are credited to the Master Funds account by noon, New York time, on such next business day. Any further outstanding amount of the redemption order shall be canceled. The
Managing Owner is also authorized to deliver the redemption distribution notwithstanding that the Master Unit Baskets to be redeemed are not credited to the Master Funds account by noon, New York time, on the business day immediately following
the redemption order date if the Fund has collateralized its obligation to deliver the Master Unit Baskets on such terms as the Managing Owner may determine from time-to-time.
310
P
OWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Consolidated Statements of Financial Condition
September 30, 2007 (unaudited) and December 31, 2006 (i)
|
|
|
|
|
|
|
|
|
September 30,
2007
(unaudited)
|
|
December 31, 2006
|
Assets
|
|
|
|
|
|
|
United States Treasury Obligations, at fair value (cost $545,073,965)
|
|
$
|
545,381,551
|
|
$
|
|
Cash held by broker
|
|
|
19,797,069
|
|
|
1,000
|
Receivable for shares issued
|
|
|
5,878,138
|
|
|
|
Net unrealized appreciation on futures contracts
|
|
|
57,470,874
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
628,527,632
|
|
$
|
1,000
|
|
|
|
|
|
|
|
Liabilities and shareholders equity
|
|
|
|
|
|
|
Payable for securities purchased
|
|
$
|
4,955,654
|
|
$
|
|
Management fee payable
|
|
|
323,014
|
|
|
|
Brokerage fee payable
|
|
|
161,269
|
|
|
|
Other liabilities
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
5,440,937
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 9)
|
|
|
|
|
|
|
Shareholders equity
|
|
|
|
|
|
|
General shares:
|
|
|
|
|
|
|
Paid in capital40 shares issued and outstanding as of September 30, 2007 and December 31, 2006,
respectively
|
|
|
1,000
|
|
|
1,000
|
Accumulated earnings
|
|
|
176
|
|
|
|
|
|
|
|
|
|
|
Total General shares
|
|
|
1,176
|
|
|
1,000
|
|
|
|
|
|
|
|
Limited shares:
|
|
|
|
|
|
|
Paid in capital21,200,000 and no redeemable shares issued and outstanding as of September 30, 2007 and December 31, 2006,
respectively
|
|
|
558,780,862
|
|
|
|
Accumulated earnings
|
|
|
64,304,657
|
|
|
|
|
|
|
|
|
|
|
Total Limited shares
|
|
|
623,085,519
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
623,086,695
|
|
|
1,000
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
628,527,632
|
|
$
|
1,000
|
|
|
|
|
|
|
|
Net asset value per share
|
|
|
|
|
|
|
General shares
|
|
$
|
29.40
|
|
$
|
25.00
|
Limited shares
|
|
$
|
29.39
|
|
|
Not Applicable
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
Represents financial condition only for PowerShares DB Agriculture Fund as consolidation of DB Agriculture Master Fund occurred upon commencement of investment operations, as of
January 3, 2007.
|
311
P
OWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Unaudited Consolidated Schedule of Investments
September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Percentage
of Net Assets
|
|
|
Fair Value
|
|
|
Face Value
|
United States Treasury Obligations
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Bills, 4.28% due October 4, 2007
|
|
5.13
|
%
|
|
$
|
31,991,488
|
|
|
$
|
32,000,000
|
U.S. Treasury Bills, 4.00% due October 11, 2007
|
|
7.22
|
|
|
|
44,961,030
|
|
|
|
45,000,000
|
U.S. Treasury Bills, 3.93% due October 18, 2007
|
|
9.61
|
|
|
|
59,908,020
|
|
|
|
60,000,000
|
U.S. Treasury Bills, 3.27% due October 25, 2007
|
|
5.60
|
|
|
|
34,922,125
|
|
|
|
35,000,000
|
U.S. Treasury Bills, 4.83% due November 1, 2007
|
|
9.60
|
|
|
|
59,824,440
|
|
|
|
60,000,000
|
U.S. Treasury Bills, 4.77% due November 8, 2007
|
|
4.80
|
|
|
|
29,890,860
|
|
|
|
30,000,000
|
U.S. Treasury Bills, 4.63% due November 15, 2007
|
|
1.60
|
|
|
|
9,955,910
|
|
|
|
10,000,000
|
U.S. Treasury Bills, 2.85% due November 23, 2007
|
|
5.59
|
|
|
|
34,813,065
|
|
|
|
35,000,000
|
U.S. Treasury Bills, 4.60% due November 29, 2007
|
|
1.60
|
|
|
|
9,940,380
|
|
|
|
10,000,000
|
U.S. Treasury Bills, 4.35% due December 6, 2007
|
|
7.97
|
|
|
|
49,662,850
|
|
|
|
50,000,000
|
U.S. Treasury Bills, 3.80% due December 13, 2007
|
|
4.94
|
|
|
|
30,770,693
|
|
|
|
31,000,000
|
U.S. Treasury Bills, 4.05% due December 20, 2007
|
|
17.51
|
|
|
|
109,100,970
|
|
|
|
110,000,000
|
U.S. Treasury Bills, 3.82% due December 27, 2007
|
|
6.36
|
|
|
|
39,639,720
|
|
|
|
40,000,000
|
|
|
|
|
|
|
|
|
|
|
|
Total United States Government Obligations (cost $545,073,965)
|
|
87.53
|
%
|
|
|
545,381,551
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Percentage
of Net Assets
|
|
|
Fair Value
|
|
|
|
Unrealized Appreciation/(Depreciation) on Futures Contracts
|
|
|
|
|
|
|
|
|
|
|
Corn (7,449 contracts, settlement date December 14, 2007)
|
|
(0.56
|
)%
|
|
$
|
(3,502,088
|
)
|
|
|
|
Soybean (3,782 contracts, settlement date November 14, 2007)
|
|
4.61
|
|
|
|
28,756,838
|
|
|
|
|
Sugar (8,687 contracts, settlement date June 30, 2008)
|
|
0.02
|
|
|
|
144,749
|
|
|
|
|
Wheat (4,999 contracts, settlement date July 14, 2008)
|
|
5.03
|
|
|
|
31,313,350
|
|
|
|
|
Wheat (353 contracts, settlement date December 12, 2008)
|
|
0.12
|
|
|
|
758,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Unrealized Appreciation on Futures Contracts
|
|
9.22
|
%
|
|
$
|
57,470,874
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
312
P
OWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Unaudited Consolidated Statements of Income and Expenses
For the Three Months and Period Ended September 30, 2007(i)
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
September 30, 2007
|
|
|
Period Ended
September 30, 2007
|
|
Income
|
|
|
|
|
|
|
|
|
Interest Income
|
|
$
|
5,733,413
|
|
|
$
|
10,886,821
|
|
Expenses
|
|
|
|
|
|
|
|
|
Management fee
|
|
|
920,803
|
|
|
|
1,692,025
|
|
Brokerage commissions and fees
|
|
|
196,438
|
|
|
|
360,965
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,117,241
|
|
|
|
2,052,990
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
4,616,172
|
|
|
|
8,833,831
|
|
|
|
|
|
|
|
|
|
|
Realized and Net Change in Unrealized Gain (Loss) on
United States Treasury Obligations and Futures
Realized Gain (Loss) on
|
|
|
|
|
|
|
|
|
United States Treasury Obligations
|
|
|
(326
|
)
|
|
|
1,247
|
|
Futures
|
|
|
667,234
|
|
|
|
(2,308,704
|
)
|
|
|
|
|
|
|
|
|
|
Net realized gain (loss)
|
|
|
666,908
|
|
|
|
(2,307,457
|
)
|
|
|
|
|
|
|
|
|
|
Net Change in Unrealized Gain on
|
|
|
|
|
|
|
|
|
United States Treasury Obligations
|
|
|
198,228
|
|
|
|
307,585
|
|
Futures
|
|
|
53,976,567
|
|
|
|
57,470,874
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gain
|
|
|
54,174,795
|
|
|
|
57,778,459
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain on United States Treasury Obligations and Futures
|
|
|
54,841,703
|
|
|
|
55,471,002
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
59,457,875
|
|
|
$
|
64,304,833
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Agriculture Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
313
P
OWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Unaudited Consolidated Statement of Changes in
Shareholders Equity
For the Three Months Ended September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Shares
|
|
Limited Shares
|
|
|
Total
|
|
|
General Shares
|
|
Accumulated
Earnings
|
|
Total
General
Shareholders
Equity
|
|
Limited Shares
|
|
|
Accumulated
Earnings
|
|
Total
Limited
Shareholders
Equity
(Deficit)
|
|
|
Total
Shareholders
Equity
(Deficit)
|
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
Balance at July 1, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
50
|
|
$
|
1,050
|
|
16,200,000
|
|
|
$
|
420,552,578
|
|
|
$
|
4,846,908
|
|
$
|
425,399,486
|
|
|
$
|
425,400,536
|
|
Sale of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000,000
|
|
|
|
164,371,932
|
|
|
|
|
|
|
164,371,932
|
|
|
|
164,371,932
|
|
Redemption of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,000,000
|
)
|
|
|
(26,143,648
|
)
|
|
|
|
|
|
(26,143,648
|
)
|
|
|
(26,143,648
|
)
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
12
|
|
|
12
|
|
|
|
|
|
|
|
|
|
4,616,160
|
|
|
4,616,160
|
|
|
|
4,616,172
|
|
Net realized gain (loss) on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
1
|
|
|
1
|
|
|
|
|
|
|
|
|
|
666,907
|
|
|
666,907
|
|
|
|
666,908
|
|
Net change in unrealized gain (loss) on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
113
|
|
|
113
|
|
|
|
|
|
|
|
|
|
54,174,682
|
|
|
54,174,682
|
|
|
|
54,174,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
|
|
|
126
|
|
|
126
|
|
|
|
|
|
|
|
|
|
59,457,749
|
|
|
59,457,749
|
|
|
|
59,457,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
176
|
|
$
|
1,176
|
|
21,200,000
|
|
|
$
|
558,780,862
|
|
|
$
|
64,304,657
|
|
$
|
623,085,519
|
|
|
$
|
623,086,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
314
P
OWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Unaudited Consolidated Statement of Changes in
Shareholders Equity
For the Period Ended September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Shares
|
|
|
Limited Shares
|
|
|
Total
|
|
|
|
General Shares
|
|
Accumulated
Earnings
(Deficit)
|
|
|
Total General
Shareholders
Equity
(Deficit)
|
|
|
Limited Shares
|
|
|
Accumulated
Earnings
(Deficit)
|
|
|
Total Limited
Shareholders
Equity
(Deficit)
|
|
|
Total
Shareholders
Equity
(Deficit)
|
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
Balance at January 1, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
|
|
|
$
|
1,000
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,000
|
|
Sale of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,200,000
|
|
|
|
584,924,510
|
|
|
|
|
|
|
|
584,924,510
|
|
|
|
584,924,510
|
|
Redemption of Limited Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,000,000
|
)
|
|
|
(26,143,648
|
)
|
|
|
|
|
|
|
(26,143,648
|
)
|
|
|
(26,143,648
|
)
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
33
|
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
8,833,798
|
|
|
|
8,833,798
|
|
|
|
8,833,831
|
|
Net realized gain (loss) on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
(2,307,449
|
)
|
|
|
(2,307,449
|
)
|
|
|
(2,307,457
|
)
|
Net change in unrealized gain (loss) on United States Treasury Obligations and Futures
|
|
|
|
|
|
|
|
151
|
|
|
|
151
|
|
|
|
|
|
|
|
|
|
|
57,778,308
|
|
|
|
57,778,308
|
|
|
|
57,778,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income:
|
|
|
|
|
|
|
|
176
|
|
|
|
176
|
|
|
|
|
|
|
|
|
|
|
64,304,657
|
|
|
|
64,304,657
|
|
|
|
64,304,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007
|
|
40
|
|
$
|
1,000
|
|
$
|
176
|
|
|
$
|
1,176
|
|
|
21,200,000
|
|
|
$
|
558,780,862
|
|
|
$
|
64,304,657
|
|
|
$
|
623,085,519
|
|
|
$
|
623,086,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
315
P
OWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Unaudited Consolidated Statement of Cash Flows
For the Period Ended September 30, 2007 (i)
|
|
|
|
|
|
|
Period Ended
September 30, 2007
|
|
Cash flow provided by operating activities
|
|
|
|
|
Net Income
|
|
$
|
64,304,833
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
Cost of securities purchased
|
|
|
(1,181,461,263
|
)
|
Proceeds from securities sold
|
|
|
646,942,169
|
|
Net accretion of discount and amortization of premium on United States Treasury Obligations
|
|
|
(10,553,625
|
)
|
Net realized gain on United States Treasury Obligations and futures
|
|
|
(1,247
|
)
|
Net unrealized gain on United States Treasury Obligations and futures
|
|
|
(57,778,459
|
)
|
Increase in assets and liabilities:
|
|
|
|
|
Receivable for shares issued
|
|
|
(5,878,138
|
)
|
Payable for securities purchased
|
|
|
4,955,654
|
|
Management fee payable
|
|
|
323,014
|
|
Brokerage fee payable
|
|
|
161,269
|
|
Other liabilities
|
|
|
1,000
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(538,984,793
|
)
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Proceeds from sale of Limited Shares
|
|
|
584,924,510
|
|
Redemption on sale of Limited Shares
|
|
|
(26,143,648
|
)
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
558,780,862
|
|
|
|
|
|
|
Net increase in cash held by broker
|
|
|
19,796,069
|
|
Cash held by broker at beginning of period
|
|
|
1,000
|
|
|
|
|
|
|
Cash held by broker at end of period
|
|
$
|
19,797,069
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
(i)
|
PowerShares DB Agriculture Fund commenced operations on January 3, 2007, therefore no operating results occurred prior to that date.
|
316
P
OWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
PowerShares DB Agriculture Fund (the
Fund; Fund may also refer to the Fund and the Master Fund, collectively, as the context requires), a separate series of PowerShares DB Multi-Sector Commodity Trust (the Trust), a Delaware statutory trust organized
in seven separate series and formed on August 3, 2006, and its subsidiary, DB Agriculture Master Fund (the Master Fund), a separate series of DB Multi-Sector Commodity Master Trust (the Master Trust), a Delaware
statutory trust organized in seven separate series and formed on August 3, 2006. DB Commodity Services LLC, a Delaware limited liability company, (DBCS or the Managing Owner) funded both the Fund and the Master Fund with
a capital contribution of $1,000 to each Fund in exchange for 40 General Shares of each Fund. The fiscal year end of the Fund is December 31st. The term of the Fund is perpetual (unless terminated earlier in certain circumstances) as provided
in the Amended and Restated Declaration of Trust and Trust Agreement of the Trust and the Master Trust (the Trust Agreement).
The Fund offers common units of beneficial interest (the Limited Shares) only to certain eligible financial institutions (Authorized Participants) in one or more blocks of 200,000 Limited Shares, called a Basket. The
proceeds from the offering of Limited Shares are invested in the Master Fund. The Fund and the Master Fund commenced investment operations on January 3, 2007 with the initial offering of 1,000,000 Limited Shares to Deutsche Bank Securities Inc.
as initial purchaser of the Fund in exchange for $25,000,000. The Fund commenced trading on the American Stock Exchange (the Amex) on January 5, 2007.
The accompanying consolidated financial statements are unaudited, but in the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly the consolidated
financial statements have been made. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles may have been condensed or omitted. The Funds
Prospectus should be read in conjunction with these interim consolidated financial statements. Interim period results are not necessarily indicative of results for a full-year period.
This report covers the three months ended September 30, 2007 and the period from January 3, 2007 (commencement of investment operations) to
September 30, 2007 (herein referred to as Period Ended September 30, 2007).
(2)
|
Fund Investment Overview
|
The Master Fund invests
with a view to tracking the changes, whether positive or negative, in level of the Deutsche Bank Liquid Commodity IndexOptimum Yield Agriculture Excess Return (DBLCI-OY Agriculture ER) plus the excess, if any, of the Master
Funds income from its holdings of United States Treasury obligations and other high credit quality short-term fixed income securities over the expenses of the Fund and the Master Fund.
The Index is intended to reflect the change in market value of the agricultural sector. The commodities comprising the Index, or the Index Commodities,
are corn, wheat, soybeans and sugar. The Commodity Futures Trading Commission and commodity exchanges impose position limits on market participants trading in certain commodities included in the Index. The Index is comprised of futures contracts on
the Index Commodities that expire in a specific month and trade on a specific exchange (the Index Contracts). As disclosed in the Funds Prospectus, in the event the Fund reaches position limits with respect to certain of the Index
Contracts, the Master Fund may invest in other futures contracts based on the Index Commodities. In September 2007, the Master Fund reached position limits with respect to the wheat futures contract expiring on July 14, 2008. Since that time,
when required to buy wheat to track the Index, the Master Fund has been purchasing the wheat futures contract expiring on December 12, 2008.
317
POWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
The Master Fund also holds United States Treasury Obligations and other high credit quality
short-term fixed income securities for deposit with the Master Funds commodities brokers as margin and for investment.
DBLCI
and Deutsche Bank Liquid Commodity Index are trademarks of Deutsche Bank AG London (the Index Sponsor). Trademark applications in the United States are pending with respect to both the Trust and aspects of the Index. Any use of
these trademarks must be with the consent of or under license from the Index Sponsor. The Fund, Master Fund and the Managing Owner have been licensed to use DBLCI and Deutsche Bank Liquid Commodity Index. The Index Sponsor is an
affiliate of the Fund, the Master Fund and the Managing Owner.
(3)
|
Related Party Agreements
|
The Managing Owner
serves the Fund and Master Fund as commodity pool operator, commodity trading advisor and managing owner, and is an indirect wholly-owned subsidiary of Deutsche Bank AG.
Deutsche Bank
Securities Inc., a Delaware corporation, serves as the Master Funds clearing broker (the Commodity Broker). The Commodity Broker is an indirect wholly-owned subsidiary of Deutsche Bank AG. In its capacity as clearing broker, the
Commodity Broker will execute and clear each of the Master Funds futures transactions and will perform certain administrative services for the Master Fund. The Commodity Broker is an affiliate of the Managing Owner.
(4)
|
Summary of Significant Accounting Policies
|
|
(a)
|
Basis of Presentation and Consolidation
|
The
consolidated financial statements of the Fund have been prepared using U.S. generally accepted accounting principles, and they include the financial statement balances of the Fund and the Master Fund. Upon the initial offering of the Limited Shares
on January 3, 2007, the capital raised by the Fund was used to purchase 100% of the common units of beneficial interest of the Master Fund (Master Fund Limited Units) (excluding common units of beneficial interest of the Master Fund
held by the Managing Owner (Master Fund General Units)). The Master Fund Limited Units owned by the Fund provide the Fund and its investors certain controlling rights and abilities over the Master Fund. Consequently, the financial
statement balances of the Master Fund have been consolidated with the Funds financial statement balances beginning January 3, 2007 (commencement of investment operations), and all significant inter-company balances and transactions have
been eliminated.
The preparation of the
consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expense and related
disclosure of contingent assets and liabilities during the reporting period of the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
318
POWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
The Fund defines cash
and cash equivalents to be highly liquid investments, with original maturities of three months or less when purchased. There were no cash equivalents held by the Fund as of September 30, 2007.
|
(d)
|
United States Treasury Obligations
|
The Fund
records purchases and sales of United States Treasury obligations on a trade date basis. These holdings are marked to market based on quoted market closing prices. The Fund holds United States Treasury Obligations for deposit with the Master
Funds commodity brokers as margin and for trading purposes. Included in the United States Treasury Obligations is $36,985,790 which is restricted and held against initial margin of the open futures contracts. Interest income is recognized on
an accrual basis when earned. Premiums and discounts are amortized or accreted over the life of the United States Treasury Obligations. On September 28, 2007 the Fund entered into an agreement to pay $4,955,654 on October 1, 2007 for the
purchase of $5,000,000 notional of three month United States Treasury Obligations, due December 27, 2007. As a result a payable for securities purchased is recorded for $4,955,654.
The Fund and the Master Fund
are classified as a grantor trust and a partnership, respectively, for U.S. federal income tax purposes. Accordingly, neither the Fund nor the Master Fund will incur U.S. federal income taxes. No provision for federal, state, and local income taxes
has been made in the accompanying consolidated financial statements, as investors are individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain, loss, deductions and other
items.
All commodity futures
contracts are held and used for trading purposes. The commodity futures are recorded on a trade date basis and open contracts are recorded in the consolidated statement of financial condition at fair value on the last business day of the period,
which represents market value for those commodity futures for which market quotes are readily available. However, when market closing prices are not available, the Managing Owner may value an asset of the Master Fund pursuant to policies the
Managing Owner has adopted, which are consistent with normal industry standards. Realized gains (losses) and changes in unrealized appreciation (depreciation) on open positions are determined on a specific identification basis and recognized in the
consolidated statement of income and expenses in the period in which the contract is closed or the changes occur, respectively.
The Master Fund currently
pays the Managing Owner a management fee (Management Fee), monthly in arrears, in an amount equal to 0.75% per annum of the daily net asset value of the Master Fund. No separate management fee is paid by the Fund. The Management Fee
is paid in consideration of the Managing Owners commodity futures trading advisory services.
319
POWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
|
(h)
|
Brokerage Commissions and Fees
|
The Master
Fund incurs 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. These costs
are recorded as brokerage commissions and fees in the consolidated statement of income and expenses. On average, total charges paid to the Commodity Broker were approximately $7.00 per round-turn trade during the three months ended and the Period
ended September 30, 2007, although the Commodity Brokers brokerage commissions and trading fees are determined on a contract-by-contract basis. Brokerage commissions and fees have approximated 0.16%, on an annual basis, of the net asset
value of the Master Fund during the three months ended and Period ended September 30, 2007.
|
(i)
|
Routine Operational, Administrative and Other Ordinary Expenses
|
The Managing Owner assumes all routine operational, administrative and other ordinary expenses of the Fund and the Master 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. Accordingly, all such expenses are not reflected in the consolidated statement of income and expenses of the Fund.
|
(j)
|
Non-Recurring and Unusual Fees and Expenses
|
The Master Fund pays all fees and expenses, if any, of the Fund and the Master Fund, which are non-recurring and unusual in nature. Such expenses include legal claims and liabilities, litigation costs or indemnification or other
unanticipated expenses. Such fees and expenses, by their nature, are unpredictable in terms of timing and amount. For the three months ended and the Period ended September 30, 2007, the Fund and the Master Fund did not incur such expenses.
(5)
|
Financial Instrument Risk
|
In the normal course of
its business, the Master Fund is 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 Master Fund are commodity futures, whose values 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 Master 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 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 Master Fund could experience substantial
losses.
Credit risk is the possibility that a loss may occur due to the failure of an exchange clearinghouse 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 Master Funds risk of loss in the event of
counterparty default is typically limited to the amounts recognized in the consolidated statement of financial condition and not represented by the futures contract or notional amounts of the instruments.
320
POWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
The Fund and the Master Fund have not utilized, nor do they expect to utilize in the future,
special purpose entities to facilitate off-balance sheet financing arrangements and have 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.
(6)
|
Share Purchases and Redemptions
|
Limited Shares may be purchased
from the Fund only by Authorized Participants in one or more blocks of 200,000 Shares, called a Basket. The Fund issues Limited Shares in Baskets only to Authorized Participants continuously as of noon, New York time, on the business day immediately
following the date on which a valid order to create a Basket is accepted by the Fund, at the net asset value of 200,000 Limited Shares as of the closing time of the Amex or the last to close of the exchanges on which the Master Funds assets
are traded, whichever is later, on the date that a valid order to create a Basket is accepted by the Fund.
On any business day, an
Authorized Participant may place an order with the Managing Owner to redeem one or more Baskets. Redemption orders must be placed by 10:00 a.m., New York time. The day on which the Managing Owner receives a valid redemption order is the redemption
order date. Redemption orders are irrevocable. The redemption procedures allow Authorized Participants to redeem Baskets. Individual shareholders may not redeem directly from the Fund.
By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through The Depository Trust Companys
(DTC) book-entry system to the Fund not later than noon, New York time, on the business day immediately following the redemption order date. By placing a redemption order, and prior to receipt of the redemption proceeds, an Authorized
Participants 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 net asset value of the number of Basket(s) requested in the Authorized Participants redemption order as of the closing time of the Amex or the last to close
of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date. The Fund will distribute the cash redemption amount at noon, New York time, on the business day immediately following the
redemption order date through DTC to the account of the Authorized Participant as recorded on DTCs book-entry system.
The redemption
proceeds due from the Fund are delivered to the Authorized Participant at noon, New York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date,
the Funds DTC account has been credited with the Baskets to be redeemed. If the Funds DTC account has not been credited with all of the Baskets to be redeemed by such time, the redemption proceeds are delivered to the extent of whole
Baskets received. Any remainder of the redemption proceeds are delivered on the next business day to the extent of remaining whole Baskets received if the Managing Owner 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 Baskets to be redeemed are credited to the Funds DTC account by noon, New York time, on such next business day. Any further outstanding amount of the redemption
order
321
POWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
will be canceled. The Managing Owner is also authorized to deliver the redemption proceeds notwithstanding that the Baskets to be redeemed are not credited
to the Funds DTC account by noon, New York time, on the business day immediately following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the Baskets through DTCs book-entry system on
such terms as the Managing Owner may from time-to-time agree upon.
|
(c)
|
Limited Share Transactions
|
The Fund and the
Master Fund commenced investment operations on January 3, 2007 with the initial offering of 1,000,000 Limited Shares to Deutsche Bank Securities Inc. as Initial Purchaser of the Fund in exchange for $25,000,000. The Fund commenced trading on
the Amex on January 5, 2007. In the three months ended September 30, 2007, 6,000,000 additional Limited Shares were issued for $164,371,932 and 1,000,000 shares were redeemed for $26,143,648. In the Period ended September 30, 2007, an
additional 21,200,000 Limited Shares were issued for $559,924,510 and 1,000,000 Limited Shares were redeemed for $26,143,648. As of September 30,2007, recorded in the Consolidated Statement of Financial Condition as Receivable for shares
issued is $5,878,138 for 200,000 Limited Shares authorized and issued on September 30, 2007.
(7)
|
Profit and Loss Allocations and Distributions
|
Pursuant to the Amended and Restated Declaration of Trust and Trust Agreement of the Master Trust, income and expenses are allocated pro rata to the General and Limited Shareholders monthly based on their respective percentage interests as
of the close of the last trading day of the preceding month. Any losses allocated to the Managing Owner (the owner of the General Shares) which are in excess of the Managing Owners capital balance are allocated to the Limited Shareholders in
accordance with their respective interest in the Master Fund as a percentage of total shareholders equity. 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.
(8)
|
Organizational and Offering Costs
|
All organizing
and offering expenses of the Fund and its Master Fund are incurred and assumed by the Managing Owner. Expenses incurred in connection with the continuous offering of Shares of the Fund after the commencement of the Master Funds trading
operations also will be paid by the Managing Owner.
(9)
|
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 and the Master 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 which are in the best interests of the Fund and the Master Fund. While the Funds and the Master Funds exposure under such indemnification provisions cannot be estimated,
until a claim arises, these general business indemnifications are not expected to have a material impact on either the Funds or the Master Funds financial position.
322
POWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
(10)
|
Net Asset Value and Financial Highlights
|
The Fund
is presenting the following net asset value and financial highlights related to investment performance and operations for a Limited Share outstanding for the three months ended September 30, 2007 and for the period from January 3, 2007
(commencement of investment operations) to September 30, 2007 (herein referred to as Period ended September 30, 2007). The net investment income and total expense ratios are calculated using average net asset value. The net
asset value presentation is calculated using daily Limited Shares outstanding. The net investment income and total expense ratios have been annualized. The total return is based on the change in net asset value of the Limited Shares during the
period. An individual investors return and ratios may vary based on the timing of capital transactions.
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
September 30, 2007
|
|
|
Period Ended
September 30, 2007
|
|
Net Asset Value
|
|
|
|
|
|
|
|
|
Initial offering price per Limited Share
|
|
$
|
|
|
|
$
|
25.00
|
|
Net realized and change in unrealized gain on United States
|
|
|
|
|
|
|
|
|
Treasury Obligations and Futures
|
|
$
|
2.88
|
|
|
$
|
0.76
|
|
Net investment income
|
|
|
0.25
|
|
|
|
3.63
|
|
|
|
|
|
|
|
|
|
|
Net increase
|
|
|
3.13
|
|
|
|
4.39
|
|
Net asset value per Limited Share, beginning of period
|
|
$
|
26.26
|
|
|
$
|
|
|
Net asset value per Limited Share, end of period
|
|
$
|
29.39
|
|
|
$
|
29.39
|
|
|
|
|
|
|
|
|
|
|
Market value per Limited Share, beginning of period
|
|
$
|
26.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value per Limited Share, end of period
|
|
$
|
29.50
|
|
|
$
|
29.50
|
|
|
|
|
|
|
|
|
|
|
Ratio to average net assets (i)
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
3.74
|
%
|
|
|
3.87
|
%
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
0.91
|
%
|
|
|
0.90
|
%
|
|
|
|
|
|
|
|
|
|
Total Return, at net asset value (ii)
|
|
|
11.92
|
%
|
|
|
17.56
|
%
|
|
|
|
|
|
|
|
|
|
Total Return, at market value (ii)
|
|
|
11.74
|
%
|
|
|
18.00
|
%
|
|
|
|
|
|
|
|
|
|
(i)
|
Percentages are annualized.
|
(ii)
|
Percentages are not annualized and for the Period ended September 30, 2007 are calculated based on initial offering price upon commencement of investment operations of $25.00.
|
(11)
|
Recently Issued Accounting Standards
|
In July 2006,
the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial
statements and prescribes a threshold of more-likely-than-not for recognition of tax benefits of uncertain tax positions taken or expected to be taken in a tax return. FIN 48 also provides related guidance on measurement, derecognition,
classification, interest and penalties, and disclosure. The Fund adopted FIN 48 on January 1, 2007 and has determined that the application of this standard will not impact the financial statements.
323
POWERSHARES DB AGRICULTURE FUND AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 2007
In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurement (Statement
157). Statement 157 defines fair value, establishes framework for the measurement of fair value and enhances disclosures about fair value measurements. The Statement does not require any new fair value measures. The Statement is effective for fair
value measures already required or permitted by other standards for fiscal years beginning after November 15, 2007. The Fund is required to adopt Statement 157 beginning on January 1, 2008. Statement 157 is required to be applied
prospectively, except for certain financial instruments. Any transition adjustment will be recognized as an adjustment to opening retained earnings in the year of adoption. The Fund is currently evaluating the impact of adopting Statement 157 on its
results of operations and financial position.
324
I
ndependent Auditors Report
The Board of Managers
DB Commodity Services LLC:
We have audited the accompanying statements of financial condition of DB
Commodity Services LLC (the Company) as of December 31, 2006 and 2005, and the related statements of income and expenses, changes in members capital (deficit), and cash flows for the year ended December 31, 2006 and for the period
from May 23, 2005 (inception) to December 31, 2005. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of DB Commodity Services LLC as of December 31, 2006 and 2005, and the results of its operations and its cash flows for the year ended December 31, 2006 and
for the period from May 23, 2005 (inception) to December 31, 2005 in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
March 27, 2007
325
D
B COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statement of Financial
Condition
December 31, 2006 and 2005
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
Assets
|
|
|
|
|
|
|
Cash held by affiliate
|
|
$
|
|
|
|
50,000
|
Due from DB Exchange Traded Funds
|
|
|
512,115
|
|
|
|
Investment in DB Exchange Traded Funds
|
|
|
22,000
|
|
|
2,000
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
534,115
|
|
|
52,000
|
|
|
|
|
|
|
|
Liabilities and Members Capital
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
Cash overdraft with affiliate
|
|
$
|
2,674,315
|
|
|
|
Accrued expenses
|
|
|
1,621,064
|
|
|
|
Due to DB U.S. Financial Markets Holding Corporation
|
|
|
|
|
|
2,000
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
4,295,379
|
|
|
2,000
|
|
|
|
|
|
|
|
Members capital (deficit):
|
|
|
|
|
|
|
Members capital contributions
|
|
|
50,000
|
|
|
50,000
|
Net loss
|
|
|
(3,811,264
|
)
|
|
|
|
|
|
|
|
|
|
Total members deficit
|
|
|
(3,761,264
|
)
|
|
50,000
|
|
|
|
|
|
|
|
Total liabilities and members deficit
|
|
$
|
534,115
|
|
|
52,000
|
|
|
|
|
|
|
|
See accompanying
notes to financial statements.
326
D
B COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statements of Income and
Expenses
Year Ended December 31, 2006 and for the
Period from May 23, 2005 (Inception) to December 31, 2005 (i)
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005 (i)
|
Income:
|
|
|
|
|
|
|
Management fees
|
|
$
|
3,924,547
|
|
|
|
|
|
|
|
|
|
|
Total income
|
|
|
3,924,547
|
|
|
|
|
|
|
|
|
|
|
Expense
|
|
|
|
|
|
|
Assumed DBC and DBV organization and offering costs
|
|
|
2,642,543
|
|
|
|
Legal fees
|
|
|
1,825,738
|
|
|
|
Audit fees and tax services
|
|
|
1,528,279
|
|
|
|
Registration fees
|
|
|
636,000
|
|
|
|
License fees
|
|
|
492,758
|
|
|
|
Printing services
|
|
|
223,552
|
|
|
|
Administrator fees
|
|
|
251,188
|
|
|
|
Trustee fees
|
|
|
38,541
|
|
|
|
Marketing costs
|
|
|
36,660
|
|
|
|
Other
|
|
|
60,552
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
7,735,811
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(3,811,264
|
)
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
(i):
|
DB Exchange Traded Funds commenced investment operations during 2006, therefore, the Company had no operating results in 2005.
|
327
D
B COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statements of Changes in
Members Capital (Deficit)
Year Ended December 31, 2006 and for the
Period from May 23, 2005 (Inception) to December 31, 2005
|
|
|
|
|
Members capital, May 23, 2005 (inception)
|
|
$
|
|
|
Capital contribution
|
|
|
50,000
|
|
|
|
|
|
|
Members capital, December 31, 2005
|
|
|
50,000
|
|
Net loss
|
|
|
(3,811,264
|
)
|
|
|
|
|
|
Members deficit, December 31, 2006
|
|
$
|
(3,761,264
|
)
|
|
|
|
|
|
See accompanying
notes to financial statements.
328
D
B COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Statement of Cash Flows
Year Ended December 31, 2006 and for the
Period from May 23, 2005 (Inception) to December 31, 2005
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(3,811,264
|
)
|
|
|
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
(Increase) decrease in operating assets:
|
|
|
|
|
|
|
|
Due from DB Exchange Traded Funds
|
|
|
(512,115
|
)
|
|
|
|
Increase (decrease) in operating liabilities:
|
|
|
|
|
|
|
|
Cash overdraft with affiliate
|
|
|
2,674,315
|
|
|
|
|
Accrued expenses
|
|
|
1,621,064
|
|
|
|
|
Due to DB U.S. Financial Markets Holding Corporation
|
|
|
(2,000
|
)
|
|
2,000
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities
|
|
|
(30,000
|
)
|
|
2,000
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
Investment in DB Exchange Traded Funds
|
|
|
(20,000
|
)
|
|
(2,000
|
)
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(20,000
|
)
|
|
(2,000
|
)
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
Capital contribution from DB U.S. Financial Holding Corporation
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in cash held by affiliate
|
|
|
(50,000
|
)
|
|
50,000
|
|
Cash held by affiliate at beginning of period
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash held by affiliate at end of period
|
|
$
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
See accompanying
notes to financial statements.
329
D
B COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Financial
Statements
December 31, 2006 and 2005
(1)
|
Organization and Basis of Presentation
|
DB
Commodity Services LLC (the Company), a Delaware limited liability company, was formed on May 23, 2005, and is an indirect wholly owned subsidiary of Deutsche Bank AG and a direct wholly owned subsidiary of DB U.S. Financial Markets
Holding Corporation. The Company is registered as a commodity pool operator and commodity trading advisor with the Commodity Futures Trading Commission and is a member of the National Futures Association.
The Company serves as the managing owner, commodity pool operator and commodity trading advisor to the following funds:
|
|
|
PowerShares DB Commodity Index Tracking Fund (the DBC Fund)
1
,
|
|
|
|
DB Commodity Index Tracking Master Fund (the DBC Master Fund)
2
.
|
|
|
|
PowerShares DB G10 Currency Harvest Fund (the DBV Fund)
3
,
|
|
|
|
DB G10 Currency Harvest Master Fund (the DBV Master Fund)
4
.
|
As of December 31, 2006, the following commodity and
currency index based funds, for which the Company would serve as the managing owner, had not commenced investment operations:
|
|
|
PowerShares DB Multi-Sector Commodity Trust
5
and DB Multi-Sector Commodity Master Trust
6
:
|
|
|
|
PowerShares DB Energy Fund (the DBE Fund),
|
|
|
|
DB Energy Master Fund (the DBE Master Fund).
|
|
|
|
PowerShares DB Oil Fund (the DBO Fund),
|
|
|
|
DB Oil Master Fund (the DBO Master Fund).
|
|
|
|
PowerShares DB Precious Metals Fund (the DBP Fund),
|
|
|
|
DB Precious Metals Master Fund (the DBP Master Fund).
|
1
|
Organized as a Delaware statutory trust on May 23, 2005. DBC Fund was
originally named DB Commodity Index Tracking Fund and changed its name to PowerShares DB Commodity Index Tracking Fund effective August 10, 2006.
|
2
|
Organized as a Delaware statutory trust on May 23, 2005.
|
3
|
Organized as a Delaware statutory trust on April 12, 2006. DBV Fund was
originally named DB Currency Index Value Fund and changed its name to PowerShares DB G10 Currency Harvest Fund effective July 20, 2006.
|
4
|
Organized as a Delaware statutory trust on April 12, 2006. DBV Master Fund
was originally named DB Currency Index Value Master Fund and changed its name to DB G10 Currency Harvest Master Fund effective July 20, 2006.
|
5
|
Organized as a Delaware statutory trust, in seven separate series, or Funds, on
August 3, 2006.
|
6
|
Organized as a Delaware statutory trust, in seven separate series, or Master
Funds, on August 3, 2006.
|
330
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Financial Statements
December 31,
2006 and 2005
|
|
|
PowerShares DB Gold Fund (the DGL Fund),
|
|
|
|
DB Gold Master Fund (the DGL Master Fund).
|
|
|
|
PowerShares DB Silver Fund (the DBS Fund),
|
|
|
|
DB Silver Master Fund (the DBS Master Fund).
|
|
|
|
PowerShares DB Base Metals Fund (the DBB Fund),
|
|
|
|
DB Base Metals Master Fund (the DBB Master Fund).
|
|
|
|
PowerShares DB Agriculture Fund (the DBA Fund),
|
|
|
|
DB Agriculture Master Fund (the DBA Master Fund).
|
|
|
|
PowerShares DB US Dollar Index Trust
7
and DB US Dollar Index Master Trust
8
|
|
|
|
PowerShares DB US Dollar Index Bullish Fund (the UUP Fund),
|
|
|
|
DB US Dollar Index Bullish Master Fund (the UUP Master Fund).
|
|
|
|
PowerShares DB US Dollar Index Bearish Fund (the UDN Fund),
|
|
|
|
DB US Dollar Index Bearish Master Fund (the UDN Master Fund).
|
The DBC Fund, DBC Master Fund, DBV Fund, DBV Master Fund, DBE Fund, DBE Master Fund, DBO Fund, DBO Master Fund, DBP Fund, DBP Master Fund, DGL Fund, DGL
Master Fund, DBS Fund, DBS Master Fund, DBB Fund, DBB Master Fund, DBA Fund, DBA Master Fund, UUP Fund, UUP Master Fund, UDN Fund and UDN Master Fund will be collectively referred to herein as the DB Exchange Traded Funds,
Funds, Feeder Funds or the Master Funds, as applicable.
(2)
|
Summary of Significant Accounting Policies
|
The accompanying
financial statements have been prepared in conformity with U.S. generally accepted accounting principles.
The preparation of the
financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income, expenses and disclosure of contingent
assets and liabilities during the reporting period of the financial statements. Actual results could differ from those estimates.
7
|
Organized as a Delaware
statutory trust, in two separate series, or Funds, on August 3, 2006.
|
8
|
Organized as a Delaware statutory trust, in two separate series, or Master Funds,
on August 3, 2006.
|
331
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Financial Statements
December 31,
2006 and 2005
|
(c)
|
Due from DB Exchange Traded Funds
|
Due from
DB Exchange Traded Funds is recorded at the invoiced amount and do not bear interest. Amounts collected on Due from DB Exchange Traded Funds are included in net cash provided by operating activities in the statement of cash flow. As management has
determined that there was no risk of unrecoverable amounts, no allowance for doubtful accounts was provided for as of December 31, 2006.
|
(d)
|
Investment in DB Exchange Traded Funds
|
The
Companys investments in DB Exchange Traded Funds consist of capital contributions in the general shares of the Funds.
Upon the
establishment of the Funds, the Companys investment represents 100% ownership and is stated at cost. Upon commencement of the Funds investment operations and issuance of the Funds limited shares, the Companys general share
ownership of the Feeder Funds is recorded as capital in the consolidated financial statements of the Funds, and the Companys general share ownership of the Master Funds is recorded as a minority shareholder.
The Company is a limited
liability company and did not elect to be taxable as a corporation for U.S. income tax purposes. Accordingly, the Company will not incur U.S. income taxes. No provision for federal, state and local income taxes has been made in the
accompanying financial statements, as its owner member is individually liable for income taxes, if any, on its share of the Companys income, loss and other items.
Fees earned for
management services are recorded on the accrual method of accounting. Fees for management services are received from the Master Funds upon commencement of operations and as services are provided. No separate fee is received from the Feeder Funds.
(3)
|
Related Party Transactions
|
|
(a)
|
Management Fees and Due from DB Exchange Traded Funds
|
The DBC Master Fund pays the Company a management fee, monthly in arrears, in an amount equal to 0.75% per annum of the net asset value of DBC Master Fund. Prior to July 12, 2006, the DBC management fee was
0.95% per annum.
The DBV Master Fund pays the Company a management fee, monthly in arrears, in an amount equal to 0.75% per annum
of the net asset value of DBV Master Fund.
332
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Financial Statements
December 31,
2006 and 2005
As at December 31, 2006, management fees and Due from DB Exchange Traded Funds amounted to:
|
|
|
|
|
|
|
|
Management
Fees
|
|
Due from
the Funds
|
DBC Master Fund
|
|
$
|
3,802,033
|
|
454,280
|
DBV Master Fund
|
|
|
122,514
|
|
57,835
|
|
|
|
|
|
|
|
|
$
|
3,924,547
|
|
512,115
|
|
|
|
|
|
|
|
(b)
|
Organization and Offering Costs
|
Costs
incurred in connection with organization of the DBC and DBV Funds and Master Funds, including the initial offering of the limited shares of the Funds, were paid by Deutsche Bank AG on behalf DBC and DBV Master Fund. Costs incurred in connection with
the continuous offering of limited shares of the Funds after the commencement of the DBC and DBV Master Funds investment trading operations were also paid by Deutsche Bank AG on behalf DBC and DBV Master Fund.
Prior to July 12, 2006, these costs were subject to reimbursement by the DBC and DBV Master Funds, without interest, in 36 monthly payments
during each of the first 36 months after the commencement of the DBC and DBV Master Funds trading operations. Also, prior to July 12, 2006, DBC and DBVs Master Funds liability to Deutsche Bank AG was transferred to the
Company. Total cost reimbursement to the Company during 2006 amounted to $185,575.
As of July 12, 2006 the Company made an additional
investment in DBC and DBV Master Funds by assuming all organization and offering costs incurred prior to July 12, 2006. Total costs incurred by the DBC and DBV Funds and Master Funds prior to July 12, 2006, which have been assumed by the
Company, amounted to $2,642,543, which has been recorded in the Companys statement of income and expense.
The Company will also
assume DBC and DBV Master Funds organization and offering costs incurred subsequent to July 12, 2006.
|
(c)
|
Administration Expenses
|
Prior to
July 12, 2006, all routine operational, administrative and other ordinary expenses of the DBC and DBV Funds were paid by the DBC and DBV Master Funds.
Effective July 12, 2006, the Managing Owner has agreed to assume all future routine operational, administrative and other ordinary expenses of the DBC and DBV Funds and Master Funds, including, but not limited
to, computer services, trustee fees and expenses, legal and accounting fees and expenses, tax preparation expenses, filing fees and printing, mailing and duplication costs. Accordingly, such expenses are recorded in the statement of income and
expenses of the Company. Please refer to Note (6) for further details on service agreements.
In addition, the Company, in its capacity
as the managing owner and on behalf of the Funds, entered into a service agreement with Deutsche Bank AG for services including, but not limited to, trading, accounting, legal, human resources and other. The costs of these services are assumed by
Deutsche Bank AG with no cost allocation to the Company or the Funds.
333
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Financial Statements
December 31,
2006 and 2005
|
(d)
|
Cash and Cash Overdraft with affiliate
|
The
Company participates in a cash management program with Deutsche Bank AG New York Branch, which provides the Company with a cash facility to cover its operational expenses. The cash management program is non-interest bearing and there is no
expiration date. As per a Letter of Support, Deutsche Bank AG will continue to provide the Company with the funds necessary to meet its current and currently foreseeable obligations. As of December 31, 2006, the Company had an overdraft balance
of $2,674,315.
(4)
|
Investments in DB Exchange Traded Funds
|
Investment in DB Exchange Traded Funds as of December 31, 2006 consist of the following:
|
|
|
|
|
|
|
|
Ownership %
|
|
Amount
|
PowerShares DB Commodity Index Tracking Fund (a)
|
|
(e)
|
|
$
|
1,000
|
DB Commodity Index Tracking Master Fund (a)
|
|
(e)
|
|
|
1,000
|
PowerShares DB G10 Currency Harvest Fund (b)
|
|
(e)
|
|
|
1,000
|
DB G10 Currency Harvest Master Fund (b)
|
|
(e)
|
|
|
1,000
|
PowerShares DB Energy Fund (c)
|
|
100
|
|
|
1,000
|
DB Energy Master Fund (c)
|
|
100
|
|
|
1,000
|
PowerShares DB Oil Fund (c)
|
|
100
|
|
|
1,000
|
DB Oil Master Fund (c)
|
|
100
|
|
|
1,000
|
PowerShares DB Precious Metals Fund (c)
|
|
100
|
|
|
1,000
|
DB Precious Metals Master Fund (c)
|
|
100
|
|
|
1,000
|
PowerShares DB Gold Fund (c)
|
|
100
|
|
|
1,000
|
DB Gold Master Fund (c)
|
|
100
|
|
|
1,000
|
PowerShares DB Silver Fund (c)
|
|
100
|
|
|
1,000
|
DB Silver Master Fund (c)
|
|
100
|
|
|
1,000
|
PowerShares DB Base Metals Fund (c)
|
|
100
|
|
|
1,000
|
DB Base Metals Master Fund (c)
|
|
100
|
|
|
1,000
|
PowerShares DB Agriculture Fund (c)
|
|
100
|
|
|
1,000
|
DB Agriculture Master Fund (c)
|
|
100
|
|
|
1,000
|
PowerShares DB US Dollar Index Bullish Fund (d)
|
|
100
|
|
|
1,000
|
DB US Dollar Index Bullish Master Fund (d)
|
|
100
|
|
|
1,000
|
PowerShares DB US Dollar Index Bearish Fund (d)
|
|
100
|
|
|
1,000
|
DB US Dollar Index Bearish Master Fund (d)
|
|
100
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
$
|
22,000
|
|
|
|
|
|
|
(a)
|
Commenced investment operations on January 31, 2006
|
(b)
|
Commenced investment operations on September 15, 2006
|
(c)
|
Commenced investment operations on January 3, 2007 (see note 10)
|
(d)
|
Commenced investment operations on February 15, 2007 (see note 10)
|
(e)
|
Ownership represents less than 1.0%
|
334
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Financial Statements
December 31,
2006 and 2005
Investment in DB Exchange Traded Funds as of December 31, 2005 consists of the following:
|
|
|
|
|
|
|
|
Ownership %
|
|
Amount
|
PowerShares DB Commodity Index Tracking Fund (a)
|
|
100
|
|
$
|
1,000
|
DB Commodity Index Tracking Master Fund (a)
|
|
100
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
$
|
2,000
|
|
|
|
|
|
|
(a)
|
Commenced investment operations on January 31, 2006
|
Accrued expenses at
December 31, 2006 and 2005 consist of the following:
|
|
|
|
|
|
|
|
2006
|
|
2005
|
Audit fees and tax services
|
|
$
|
1,243,979
|
|
|
Marketing costs
|
|
|
237,513
|
|
|
Administrator services
|
|
|
118,955
|
|
|
Legal
|
|
|
11,575
|
|
|
Printing services
|
|
|
9,042
|
|
|
|
|
|
|
|
|
|
|
$
|
1,621,064
|
|
|
|
|
|
|
|
|
Under the trust agreement
of the Funds, Wilmington Trust Company, the Trustee of the Funds has delegated to the Company the exclusive management and control of all aspects of the business of the Funds.
The Trustee compensation is paid on behalf of the Funds by the Company.
|
(b)
|
Administration Agreement
|
The Company, in
its capacity as the managing owner and on behalf of each of the Funds and Master Funds, has appointed The Bank of New York as the administrator (the Administrator), custodian and transfer agent of the Funds and have entered into separate
administrative, custodian, transfer agency and service agreements (collectively referred to as the Administration Agreement). The Administrator performs or supervises the performance of services necessary for the operation and
administration of each of the Funds (other than making investment decisions), including receiving and processing orders to create and redeem shares of the Funds, net asset value calculations, accounting and other fund administrative services.
The Administrators monthly fees are paid on behalf of the Funds by the Company.
335
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Financial Statements
December 31,
2006 and 2005
|
(c)
|
Distribution Services Agreement
|
ALPS
Distributors provide certain distribution services for each of the Funds. Pursuant to the Distribution Services Agreement between ALPS Distributors, the Company, in its capacity as the managing owner and on behalf of the Funds, ALPS Distributors
assists the Company with certain distribution and marketing functions, including reviewing and approving marketing materials.
ALPS
Distributors fees are paid on behalf of the Funds by the Company.
Under the License Agreement among PowerShares Capital Management LLC, the Company in its own capacity, and the Company in its capacity as the managing owner and on behalf of the Funds (the Funds and the Company,
collectively the Licensees), PowerShares Capital Management LLC granted to each Licensee a non-exclusive license to use the PowerShares
®
trademark anywhere in the
world, solely in connection with the marketing and promotion of the Funds, and issuance and trading of the Funds shares as necessary.
License fees are paid on behalf of the Funds by the Company.
Pursuant to the
Marketing Agreement between AIM Distributors and the Company in its capacity as the managing owner and on behalf of the Funds, AIM Distributors assist the Company and the Administrator with certain functions and duties such as providing various
educational and marketing activities regarding each of the Funds, primarily in the secondary trading market. Activities include, but are not limited to, communicating each of the Funds names, characteristics, uses, benefits, and risks,
consistent with the prospectus, engagement in public seminars, road shows, conferences, media interviews, fielding incoming telephone 800 number calls and distributing sales literature and other communications (including electronic
media) regarding each of the Funds.
Marketing fees are paid on behalf of the Funds by the Company.
(7)
|
Commitments and Contingencies
|
The Company has
entered into various service agreements on behalf of the Funds that contain a variety of representations, or provide indemnification provisions related to certain risks service providers undertake in performing services which are in the best
interests of the Funds. While the Companys exposure under such indemnification provisions cannot be estimated until a claim arises, these general business indemnifications are not expected to have a material impact on the Companys
financial position.
(8)
|
Business and Credit Concentration
|
The
Companys business is to serve as the managing owner, commodity pool operator and commodity trading advisor to a number of DB Exchange Traded Funds. Basis for the management fee calculation is the Funds net asset value. Accordingly,
factors that may have the effect of causing a decline in the Funds net asset value will affect the Companys income from management fees.
336
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Financial Statements
December 31,
2006 and 2005
(9)
|
Recently Issued Accounting Standards
|
In September
2006, the FASB issued FASB Statement No. 157,
Fair Value Measurement
(Statement 157). Statement 157 defines fair value, establishes framework for the measurement of fair value, and enhances disclosures about fair value measurements.
Statement 157 does not require any new fair value measures. Statement 157 is effective for fair value measures already required or permitted by other standards for fiscal years beginning after November 15, 2007. The Company is required to adopt
Statement 157 beginning on January 1, 2008. Statement 157 is required to be applied prospectively, except for certain financial instruments. Any transition adjustment will be recognized as an adjustment to opening retained earnings in the
year of adoption. The Company is currently evaluating the impact of adopting Statement 157 on its results of operations and financial position.
In July 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109
. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprises financial statements and prescribes a threshold of more-likely-than-not for recognition of tax benefits of uncertain tax positions taken or expected to be taken in a tax return. FIN 48 also provides related guidance on measurement,
derecognition, classification, interest and penalties, and disclosure. The provisions of FIN 48 will be effective for the Company on January 1, 2007, with any cumulative effect of the change in accounting principle recorded as an adjustment to
operating retained earnings. The Company has determined the impact of adopting FIN 48 will not have a material impact on its results of operations and financial position.
On January 3, 2007 the
following funds commenced investment operations: DBE Fund, DBE Master Fund, DBO Fund, DBO Master Fund, DBP Fund, DBP Master Fund, DGL Fund, DGL Master Fund, DBS Fund, DBS Master Fund, DBB Fund, DBB Master Fund, DBA Fund and DBA Master Fund.
On February 15, 2007 the following funds commenced operations: UUP Fund, UUP Master Fund, UDN Fund and UDN Master Fund.
337
D
B COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Unaudited Statement of
Financial Condition
September 30, 2007
|
|
|
|
|
|
|
2007
|
|
Assets
|
|
|
|
|
Due from DB Exchange Traded Funds
|
|
$
|
1,459,636
|
|
Investment in DB Exchange Traded Funds
|
|
|
22,000
|
|
Due from affiliate
|
|
|
742,068
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,223,704
|
|
|
|
|
|
|
Liabilities and Members Capital
|
|
|
|
|
Liabilities:
|
|
|
|
|
Accrued expenses
|
|
$
|
3,611,610
|
|
|
|
|
|
|
Total liabilities
|
|
|
3,611,610
|
|
|
|
|
|
|
Members Capital (Deficit)
|
|
$
|
(1,387,906
|
)
|
|
|
|
|
|
Total liabilities and members capital (deficit)
|
|
$
|
2,223,704
|
|
|
|
|
|
|
See accompanying notes to unaudited financial statements.
338
D
B COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Unaudited Statement of
Income and Expenses
For the Nine Months Ended September 30, 2007
and September 30, 2006
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
Income
|
|
|
|
|
|
|
|
Management fees
|
|
$
|
9,866,794
|
|
$
|
2,528,473
|
|
|
|
|
|
|
|
|
|
Total income
|
|
|
9,866,794
|
|
|
2,528,473
|
|
|
|
|
|
|
|
|
|
Expense
|
|
|
|
|
|
|
|
Legal fees
|
|
|
412,500
|
|
|
779,279
|
|
Audit fees and tax services
|
|
|
2,881,613
|
|
|
219,500
|
|
Printing services
|
|
|
1,080,000
|
|
|
192,752
|
|
Administrator fees
|
|
|
1,443,750
|
|
|
73,538
|
|
Marketing costs
|
|
|
1,551,823
|
|
|
306,436
|
|
Organizational and offering costs written off
|
|
|
|
|
|
2,642,542
|
|
Other
|
|
|
123,750
|
|
|
31,105
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
7,493,436
|
|
|
4,245,152
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
2,373,358
|
|
$
|
(1,716,679
|
)
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited financial statements.
339
D
B COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Unaudited Statement of
Changes in Members Capital (Deficit)
For the Nine Months Ended September 30, 2007
and September 30, 2006
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
Members capital (deficit), January 1
|
|
$
|
(3,761,264
|
)
|
|
$
|
50,000
|
Net Income
|
|
|
2,373,358
|
|
|
|
1,716,679
|
|
|
|
|
|
|
|
|
Members capital (deficit), September 30
|
|
$
|
(1,387,906
|
)
|
|
$
|
1,666,679
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited financial statements.
340
D
B COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Unaudited Statement of Cash
Flows
For the Nine Months Ended September 30, 2007
and September 30, 2006
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
2,373,358
|
|
|
$
|
1,084,555
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
(Increase) decrease in operating assets:
|
|
|
|
|
|
|
|
|
Due from DB Exchange Traded Fund
|
|
|
(947,521
|
)
|
|
|
(3,072,679
|
)
|
Increase (decrease) in operating liabilities:
|
|
|
|
|
|
|
|
|
Cash due from affiliate
|
|
|
(3,416,383
|
)
|
|
|
1,044,374
|
|
Accrued expenses
|
|
|
1,990,546
|
|
|
|
897,750
|
|
Decrease in due to DB US Financial Market Holdings
|
|
|
|
|
|
|
(2,000
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
|
|
|
|
(48,000
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Investments in DB Exchange Traded Funds
|
|
|
|
|
|
|
(2,000
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
|
|
|
|
(2,000
|
)
|
|
|
|
|
|
|
|
|
|
Decrease in cash held by affiliate
|
|
|
|
|
|
|
(50,000
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited financial statements.
341
D
B COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Unaudited Financial
Statements
September 30, 2007
(1)
|
Organization and Basis of Presentation
|
DB
Commodity Services LLC (the Company), a Delaware limited liability company, was formed on May 23, 2005, and is an indirect wholly owned subsidiary of Deutsche Bank AG and a direct wholly owned subsidiary of DB U.S. Financial Markets
Holding Corporation. The Company is registered as a commodity pool operator and commodity trading advisor with the Commodity Futures Trading Commission and is a member of the National Futures Association.
The Company serves as the managing owner, commodity pool operator and commodity trading advisor to the following funds:
|
|
|
PowerShares DB Commodity Index Tracking Fund (the DBC Fund)
1
,
|
|
|
|
DB Commodity Index Tracking Master Fund (the DBC Master Fund)
2
.
|
|
|
|
PowerShares DB G10 Currency Harvest Fund (the DBV Fund)
3
,
|
|
|
|
DB G10 Currency Harvest Master Fund (the DBV Master Fund)
4
.
|
|
|
|
PowerShares DB Multi-Sector Commodity Trust
5
and DB Multi-Sector Commodity Master Trust
6
:
|
|
|
|
PowerShares DB Energy Fund (the DBE Fund),
|
|
|
|
DB Energy Master Fund (the DBE Master Fund).
|
|
|
|
PowerShares DB Oil Fund (the DBO Fund),
|
|
|
|
DB Oil Master Fund (the DBO Master Fund).
|
|
|
|
PowerShares DB Precious Metals Fund (the DBP Fund),
|
|
|
|
DB Precious Metals Master Fund (the DBP Master Fund).
|
|
|
|
PowerShares DB Gold Fund (the DGL Fund),
|
|
|
|
DB Gold Master Fund (the DGL Master Fund).
|
|
|
|
PowerShares DB Silver Fund (the DBS Fund),
|
|
|
|
DB Silver Master Fund (the DBS Master Fund).
|
|
|
|
PowerShares DB Base Metals Fund (the DBB Fund),
|
1
|
Organized as a Delaware statutory trust on May 23, 2005. DBC Fund was
originally named DB Commodity Index Tracking Fund and changed its name to PowerShares DB Commodity Index Tracking Fund effective August 10, 2006.
|
2
|
Organized as a Delaware statutory trust on May 23, 2005.
|
3
|
Organized as a Delaware statutory trust on April 12, 2006. DBV Fund was
originally named DB Currency Index Value Fund and changed its name to PowerShares DB G10 Currency Harvest Fund effective July 20, 2006.
|
4
|
Organized as a Delaware statutory trust on April 12, 2006. DBV Master Fund
was originally named DB Currency Index Value Master Fund and changed its name to DB G10 Currency Harvest Master Fund effective July 20, 2006.
|
5
|
Organized as a Delaware statutory trust, in seven separate series, or Funds, on
August 3, 2006.
|
6
|
Organized as a Delaware statutory trust, in seven separate series, or Master
Funds, on August 3, 2006.
|
342
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Unaudited Financial Statements
September 30, 2007
|
|
|
DB Base Metals Master Fund (the DBB Master Fund).
|
|
|
|
PowerShares DB Agriculture Fund (the DBA Fund),
|
|
|
|
DB Agriculture Master Fund (the DBA Master Fund).
|
|
|
|
PowerShares DB US Dollar Index Trust
7
and DB US Dollar Index Master Trust
8
|
|
|
|
PowerShares DB US Dollar Index Bullish Fund (the UUP Fund),
|
|
|
|
DB US Dollar Index Bullish Master Fund (the UUP Master Fund).
|
|
|
|
PowerShares DB US Dollar Index Bearish Fund (the UDN Fund),
|
|
|
|
DB US Dollar Index Bearish Master Fund (the UDN Master Fund).
|
The DBC Fund, DBC Master Fund, DBV Fund, DBV Master Fund, DBE Fund, DBE Master Fund, DBO Fund, DBO Master Fund, DBP Fund, DBP Master Fund, DGL Fund, DGL
Master Fund, DBS Fund, DBS Master Fund, DBB Fund, DBB Master Fund, DBA Fund, DBA Master Fund, UUP Fund, UUP Master Fund, UDN Fund and UDN Master Fund will be collectively referred to herein as the DB Exchange-Traded Funds,
Funds, Feeder Funds or the Master Funds, as applicable.
(2)
|
Summary of Significant Accounting Policies
|
The accompanying
unaudited financial statements have been prepared in conformity with U.S generally accepted accounting principles.
The preparation of the
unaudited financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income, expenses and disclosure of
contingent assets and liabilities during the reporting period of the unaudited financial statements. Actual results could differ from those estimates.
|
(c)
|
Due from DB Exchange Traded Funds
|
Due from
DB Exchange Traded Funds is recorded at the invoiced amounts and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the statement of cash flow. Management has determined that
there was no risk of unrecoverable amounts, and no allowance for doubtful accounts was provided for as of September 30, 2007.
7
|
Organized as a Delaware statutory trust, in two separate series, or Funds, on
August 3, 2006.
|
8
|
Organized as a Delaware statutory trust, in two separate series, or Master Funds,
on August 3, 2006.
|
343
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Unaudited Financial Statements
September 30, 2007
|
(d)
|
Investment in DB Exchange Traded Funds
|
The
Companys investments in DB Exchange Traded Funds consist of capital contributions in the general shares of the Funds.
Upon the
establishment of the Funds, the Companys investment represents 100% ownership and is stated at cost. Upon commencement of the Funds investment operations and issuance of the Funds limited shares, the Companys general share
ownership of the Feeder Funds is recorded as capital in the consolidated financial statements of the Funds, and the Companys general share ownership of the Master Funds is recorded as a minority shareholder.
The Company is a limited
liability company and did not elect to be taxable as a corporation for U.S. income tax purposes. Accordingly, the Company will not incur U.S. income taxes. No provision for federal, state and local income taxes has been made in the accompanying
financial statements, as its owner member is individually liable for income taxes, if any, on its share of the Companys income, loss and other items.
Fees earned for
management services are recorded on the accrual method of accounting. Fees for management services are received from each of the Master Funds upon commencement of operations. No separate fee is received from each of the Feeder Funds.
(3)
|
Related Party Transactions
|
|
(a)
|
Management Fees and Due from DB Exchange Traded Funds
|
The DBC Master Fund pays the Company a management fee, monthly in arrears, in an amount equal to 0.75% per annum of the net asset value of the DBC Master Fund. Prior to July 12, 2006, the DBC management fee
was 0.95% per annum.
The DBA, DBB, DBE, DBP and DBV Master Funds pay the Company a management fee, monthly in arrears, in an amount
equal to 0.75% per annum of the net asset value of the DBA, DBB, DBE, DBP and DBV Master Funds respectively.
The DBO, DBS, DGL, UDN
and UUP Master Funds pay the Company a management fee, monthly in arrears, in an amount equal to 0.50% per annum of the net asset value of the DBO, DBS, DGL, UDN and UUP Master Funds respectively.
344
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Unaudited Financial Statements
September 30, 2007
Management fees as of September 30, 2007 and 2006, and accounts receivable as of
September 30, 2007 amounted to:
|
|
|
|
|
|
|
|
|
|
|
2007 Management
Fees
|
|
2006 Management
Fees
|
|
Due from DB Exchange-
Traded Funds
|
DBA Master Fund
|
|
$
|
1,692,025
|
|
$
|
|
|
323,014
|
DBB Master Fund
|
|
|
293,232
|
|
|
|
|
52,987
|
DBC Master Fund
|
|
|
5,072,535
|
|
|
2,521,818
|
|
697,559
|
DBE Master Fund
|
|
|
176,556
|
|
|
|
|
26,765
|
DBO Master Fund
|
|
|
103,092
|
|
|
|
|
6,944
|
DBP Master Fund
|
|
|
113,801
|
|
|
|
|
13,986
|
DBS Master Fund
|
|
|
80,840
|
|
|
|
|
8,244
|
DBV Master Fund
|
|
|
2,108,443
|
|
|
6,655
|
|
299,658
|
DGL Master Fund
|
|
|
83,157
|
|
|
|
|
10,329
|
UDN Master Fund
|
|
|
87,506
|
|
|
|
|
16,123
|
UUP Master Fund
|
|
|
55,607
|
|
|
|
|
4,025
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9,866,794
|
|
$
|
2,528,473
|
|
1,459,636
|
|
(b)
|
Organization, Offering and Administration Costs
|
Effective July 12, 2006, the Managing Owner agreed to assume all future routine operational, administrative and other ordinary expenses of the Funds and Master Funds, including, but not limited to, computer services, trustee fees and
expenses, legal and accounting fees and expenses, tax preparation expenses, filing fees and printing, mailing and duplication costs. Accordingly, such expenses are recorded in the unaudited statement of income and expenses of the Company. Please
refer to Note (6) for further details on service agreements.
In addition, the Company, in its capacity as the managing owner and on
behalf of the Funds, entered into a service agreement with Deutsche Bank AG for services including, but not limited to, trading, accounting, legal, human resources and other. The costs of these services are assumed by Deutsche Bank AG with no cost
allocation to the Company or the Funds.
Deutsche Bank AG New
York Branch, provides the Company with a cash facility to cover its operational expenses and to deposit management fees received from the Exchange Traded Funds. This is a non-interest bearing and there is no expiration date. As of September 30,
2007, the Company had a net balance due to the Company of $742,068 on this facility.
345
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Financial Statements
December 31,
2006 and 2005
(4)
|
Investments in DB Exchange Traded Funds
|
Investments in DB Exchange Traded Funds as of September 30, 2007 consist of the following:
|
|
|
|
|
|
|
|
|
Ownership %
2007
|
|
|
Amount
|
PowerShares DB Commodity Index Tracking Fund (a)
|
|
(e
|
)
|
|
$
|
1,000
|
DB Commodity Index Tracking Master Fund (a)
|
|
(e
|
)
|
|
|
1,000
|
PowerShares DB G10 Currency Harvest Fund (b)
|
|
(e
|
)
|
|
|
1,000
|
DB G10 Currency Harvest Master Fund (b)
|
|
(e
|
)
|
|
|
1,000
|
PowerShares DB Energy Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
DB Energy Master Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
PowerShares DB Oil Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
DB Oil Master Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
PowerShares DB Precious Metals Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
DB Precious Metals Master Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
PowerShares DB Gold Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
DB Gold Master Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
PowerShares DB Silver Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
DB Silver Master Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
PowerShares DB Base Metals Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
DB Base Metals Master Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
PowerShares DB Agriculture Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
DB Agriculture Master Fund (c)
|
|
(e
|
)
|
|
|
1,000
|
PowerShares DB US Dollar Index Bullish Fund (d)
|
|
(e
|
)
|
|
|
1,000
|
DB US Dollar Index Bullish Master Fund (d)
|
|
(e
|
)
|
|
|
1,000
|
PowerShares DB US Dollar Index Bearish Fund (d)
|
|
(e
|
)
|
|
|
1,000
|
DB US Dollar Index Bearish Master Fund (d)
|
|
(e
|
)
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
22,000
|
|
|
|
|
|
|
|
(a)
|
Commenced investment operations on January 31, 2006
|
(b)
|
Commenced investment operations on September 15, 2006
|
(c)
|
Commenced investment operations on January 5, 2007
|
(d)
|
Commenced investment operations on February 20, 2007
|
(e)
|
Ownership represents less than 1.0%
|
Accrued expenses at
September 30, 2007 consist of the following:
|
|
|
|
|
|
2007
|
Audit fees and tax services
|
|
|
2,041,086
|
Marketing costs
|
|
|
387,418
|
Administrator services
|
|
|
482,964
|
Legal
|
|
|
188,810
|
Printing services
|
|
|
508,978
|
Other
|
|
|
2,354
|
|
|
|
|
|
|
$
|
3,611,610
|
|
|
|
|
346
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Unaudited Financial Statements
September 30, 2007
Under the trust agreement
of the Funds, Wilmington Trust Company, the Trustee of the Funds has delegated to the Company the exclusive management and control of all aspects of the business of the Funds.
The Trustee compensation is paid on behalf of the Funds by the Company.
|
(b)
|
Administration Agreement
|
The Company, in
its capacity as the managing owner and on behalf of each of the Funds and Master Funds, has appointed The Bank of New York as the administrator (the Administrator), custodian and transfer agent of the Funds and have entered into separate
administrative, custodian, transfer agency and service agreements (collectively referred to as the Administration Agreement). The Administrator performs or supervises the performance of services necessary for the operation and
administration of each of the Funds (other than making investment decisions), including receiving and processing orders to create and redeem shares of the Funds, net asset value calculations, accounting and other fund administrative services.
The Administrators monthly fees are paid on behalf of the Funds by the Company.
|
(c)
|
Distribution Services Agreement
|
ALPS
Distributors provide certain distribution services for each of the Funds. Pursuant to the Distribution Services Agreement between ALPS Distributors, the Company, in its capacity as the managing owner and on behalf of the Funds, ALPS Distributors
assists the Company with certain distribution and marketing functions, including reviewing and approving marketing materials.
ALPS
Distributors fees are paid on behalf of the Funds by the Company.
Under the License Agreement among PowerShares Capital Management LLC, the Company in its own capacity, and the Company in its capacity as the managing owner and on behalf of the Funds (the Funds and the Company,
collectively the Licensees), PowerShares Capital Management LLC granted to each Licensee a non-exclusive license to use the PowerShares
®
trademark anywhere in the
world, solely in connection with the marketing and promotion of the Funds, and issuance and trading of the Funds shares as necessary.
License fees are paid on behalf of the Funds by the Company.
Pursuant to the
Marketing Agreement between AIM Distributors and the Company in its capacity as the managing owner and on behalf of the Funds, AIM Distributors assist the Company and the Administrator with certain functions and duties such as providing various
educational and marketing
347
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of
Deutsche Bank AG)
Notes to Unaudited Financial Statements
September 30, 2007
activities regarding each of the Funds, primarily in the secondary trading market. Activities include, but are not limited to, communicating each of the
Funds names, characteristics, uses, benefits, and risks, consistent with the prospectus, engagement in public seminars, road shows, conferences, media interviews, fielding incoming telephone 800 number calls and distributing sales
literature and other communications (including electronic media) regarding each of the Funds.
Marketing fees are paid on behalf of the
Funds by the Company.
(7)
|
Commitments and Contingencies
|
The Company has
entered into various service agreements on behalf of the Funds that contain a variety of representations, or provide indemnification provisions related to certain risks service providers undertake in performing services which are in the best
interests of the Funds. While the Companys exposure under such indemnification provisions cannot be estimated until a claim arises, these general business indemnifications are not expected to have a material impact on the Companys
financial position.
(8)
|
Business and Credit Concentration
|
The
Companys business is to serve as the managing owner, commodity pool operator and commodity trading advisor to a number of DB Exchange Traded Funds. Basis for the management fee calculation is the Funds net asset value. Accordingly,
factors that may have the effect of causing a decline in the Funds net asset value will affect the Companys income from management fees.
(9)
|
Recently Issued Accounting Standards
|
In July 2006,
the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial
statements and prescribes a threshold of more-likely-than-not for recognition of tax benefits of uncertain tax positions taken or expected to be taken in a tax return. FIN 48 also provides related guidance on measurement, derecognition,
classification, interest and penalties, and disclosure. The Company adopted FIN 48 on January 1, 2007 and has determined that the application of this standard will not impact the Companys unaudited financial statements.
In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurement (Statement 157). Statement 157 defines fair value, establishes
framework for the measurement of fair value and enhances disclosures about fair value measurements. The Statement does not require any new fair value measures. The Statement is effective for fair value measures already required or permitted by other
standards for fiscal years beginning after November 15, 2007. The Compamy is required to adopt Statement 157 beginning on January 1, 2008. Statement 157 is required to be applied prospectively, except for certain financial
instruments. Any transition adjustment will be recognized as an adjustment to opening retained earnings in the year of adoption. The Company is currently evaluating the impact of adopting Statement 157 on its results of operations and financial
position.
348
PART TWO
STATEMENT OF ADDITIONAL INFORMATION
POWERSHARES DB MULTI-SECTOR COMMODITY TRUST
PowerShares DB Energy Fund
PowerShares DB Oil Fund
PowerShares DB Precious Metals Fund
PowerShares DB Gold Fund
PowerShares DB Silver Fund
PowerShares DB Base Metals Fund
PowerShares DB Agriculture Fund
Shares of Beneficial Interest
The Shares are speculative
securities which involve the risk of loss.
Past performance is not necessarily indicative of future results.
See The Risks You Face beginning at page 22 in Part One.
THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE
DOCUMENT AND A STATEMENT OF
ADDITIONAL
INFORMATION. THESE PARTS ARE BOUND
TOGETHER, AND BOTH CONTAIN
IMPORTANT INFORMATION
[ ], 2008
DB Commodity Services LLC
Managing Owner
349
PART TWO