United States Commodity Index Funds Trust - Quarter Report: 2010 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
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Quarterly report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
quarterly period ended June 30,
2010.
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OR
¨
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Transition report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from
to
.
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Commission
File Number: 001-34833
United
States Commodity Index Funds Trust
(Exact
name of registrant as specified in its charter)
Delaware
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27-1537655
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1320
Harbor Bay Parkway, Suite 145
Alameda,
California 94502
(Address
of principal executive offices) (Zip code)
(510)
522-9600
(Registrant’s
telephone number, including area code)
N/A
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
x
Yes ¨ No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
¨
Yes ¨ No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer ¨
|
Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company ¨
|
(Do not check if a smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
¨
Yes x No
UNITED
STATES COMMODITY INDEX FUNDS TRUST
Table
of Contents
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Page
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Part
I. FINANCIAL INFORMATION
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Item
1. Condensed Financial Statements.
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1
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Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations.
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10
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Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
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27
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Item
4. Controls and Procedures.
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28
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Part
II. OTHER INFORMATION
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Item
1. Legal Proceedings.
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29
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Item
1A. Risk Factors.
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29
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
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29
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Item
3. Defaults Upon Senior Securities.
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29
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Item
4. Reserved.
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29
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Item
5. Other Information.
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29
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Item
6. Exhibits.
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29
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Part
I. FINANCIAL INFORMATION
Item 1. Condensed Financial
Statements.
United
States Commodity Index Funds Trust
Condensed
Statement of Financial Condition
At
June 30, 2010 (Unaudited)
United States
Commodity
Index Fund
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Total
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|||||||
Assets
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||||||||
Cash
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$ | 1,000 | $ | 1,000 | ||||
Capital
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Capital
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$ | 1,000 | $ | 1,000 |
See
accompanying notes to condensed statement of financial condition.
1
United
States Commodity Index Funds Trust
Notes
to Condensed Statement of Financial Condition
For
the period ended June 30, 2010 (Unaudited)
NOTE
1 - ORGANIZATION AND BUSINESS
The
United States Commodity Index Funds Trust (the “Trust”) was organized as a
Delaware statutory trust on December 21, 2009. The Trust is a series
trust formed pursuant to the Delaware Statutory Trust Act and includes the
United States Commodity Index Fund (“USCI”), which is a commodity pool that will
issue units (“units”) that may be purchased and sold on the NYSE Arca, Inc. (the
“NYSE Arca”). Additional series of the Trust that will be separate commodity
pools may be created in the future, but USCI is currently the Trust’s only
series. The Trust and USCI operate pursuant to the Amended and
Restated Declaration of Trust and Trust Agreement dated as of April 1, 2010 (the
“Trust Agreement”). United States Commodity Funds LLC (the “Sponsor”) is the
sponsor of the Trust and USCI and is also responsible for the management of the
Trust and USCI.
The
Sponsor shall have the power and authority to establish and designate one or
more series (“Funds”) and to issue units thereof, from time to time as it deems
necessary or desirable. The Sponsor shall have exclusive power to fix
and determine the relative rights and preferences as between the units of any
series as to right of redemption, special and relative rights as to dividends
and other distributions and on liquidation, conversion rights, and conditions
under which the series shall have separate voting rights or no voting rights.
The term for which the Trust is to exist shall commence on the date of the
filing of the Certificate of Trust, and the Trust and any Fund shall exist in
perpetuity, unless earlier terminated in accordance with the provisions of the
Trust Agreement. Separate and distinct records shall be maintained
for each Fund and the assets associated with a Fund shall be held in such
separate and distinct records (directly or indirectly, including a nominee or
otherwise) and accounted for in such separate and distinct records separately
from the assets of any other Fund. Each Fund shall be separate from
all other Funds created as series of the Trust in respect of the assets and
liabilities allocated to that Fund and shall represent a separate investment
portfolio of the Trust.
The sole
Trustee of the Trust is Wilmington Trust Company (the “Trustee”), a Delaware
banking corporation. The Trustee is unaffiliated with the
Sponsor. The Trustee’s duties and liabilities with respect to the
offering of units and the management of the Trust are limited to its express
obligations under the Trust Agreement.
The
Sponsor is a member of the National Futures Association (the
“NFA”) and became a commodity pool operator (“CPO”) registered with
the Commodity Futures Trading Commission (the “CFTC”) effective December 1,
2005. The Trust and USCI have a fiscal year ending on December
31.
The
Sponsor is the general partner of the United States Oil Fund, LP (“USOF”), the
United States Natural Gas Fund, LP (“USNG”), the United States 12 Month Oil
Fund, LP (“US12OF”), the United States Gasoline Fund, LP (“UGA”) and the United
States Heating Oil Fund, LP (“USHO”), which listed their limited partnership
units on the American Stock Exchange (the “AMEX”) under the ticker
symbols “USO” on April 10, 2006, “UNG” on April 18, 2007,
“USL” on December 6, 2007, “UGA” on February 26, 2008 and “UHN” on April 9,
2008, respectively. As a result of the acquisition of the AMEX by NYSE Euronext,
each of USOF’s, USNG’s, US12OF’s, UGA’s and USHO’s units commenced trading on
the NYSE Arca on November 25, 2008. The Sponsor is also the general partner of
the United States Short Oil Fund, LP (“USSO”), the United States 12 Month
Natural Gas Fund, LP (“US12NG”) and the United States Brent Oil Fund, LP
(“USBO”), which listed their limited partnership units on the NYSE Arca under
the ticker symbols “DNO” on September 24, 2009, “UNL” on November 18, 2009 and
“BNO” on June 2, 2010, respectively.
The
accompanying unaudited condensed statement of financial condition has been
prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the U.S.
Securities and Exchange Commission (the “SEC”) and, therefore, does not
include all information and footnote disclosure required under accounting
principles generally accepted in the United States of America (“GAAP”).
The financial information included herein is unaudited; however, such financial
information reflects all adjustments which are, in the opinion of management,
necessary for the fair presentation of the condensed statement of financial
condition for the interim period.
2
USCI will
issue units to certain authorized purchasers (“Authorized Purchasers”) by
offering baskets consisting of 100,000 units (“Creation Baskets”) through
ALPS Distributors, Inc., as the marketing agent (the “Marketing Agent”).
The purchase price for a Creation Basket will be based upon the net asset value
of a unit calculated shortly after the close of the core trading session on
the NYSE Arca on the day the order to create the basket is properly
received.
In
addition, Authorized Purchasers will pay USCI a $1,000 fee for each order placed
to create one or more Creation Baskets or to redeem one or more baskets
consisting of 100,000 units (“Redemption Baskets”). Units may be purchased
or sold on a nationally recognized securities exchange in smaller increments
than a Creation Basket or Redemption Basket. Units purchased or sold on a
nationally recognized securities exchange will not be purchased or sold at the
net asset value of USCI but rather at market prices quoted on such
exchange.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue
Recognition
Commodity
futures contracts, forward contracts, physical commodities, and related options
will be recorded on the trade date. All such transactions will be recorded on
the identified cost basis and marked to market daily. Unrealized gains or losses
on open contracts will be reflected in the condensed statement of financial
condition and represent the difference between the original contract amount and
the market value (as determined by exchange settlement prices for futures
contracts and related options and cash dealer prices at a predetermined time for
forward contracts, physical commodities, and their related options) as of the
last business day of the year or as of the last date of the condensed
financial statements. Changes in the unrealized gains or losses between periods
will be reflected in the condensed statement of operations. USCI will earn
interest on its assets denominated in U.S. dollars on deposit with the futures
commission merchant at the 90-day Treasury bill rate. In addition, USCI
will earn income on funds held at the custodian at prevailing market rates
earned on such investments.
Brokerage
Commissions
Brokerage
commissions on all open commodity futures contracts will be accrued on a
full-turn basis.
Income
Taxes
USCI will
not be subject to federal income taxes; each investor will report his/her
allocable share of income, gain, loss deductions or credits on his/her own
income tax return.
In
accordance with GAAP, USCI will be required to determine whether a tax position
is more likely than not to be sustained upon examination by the applicable
taxing authority, including resolution of any tax related appeals or litigation
processes, based on the technical merits of the position. USCI will file an
income tax return in the U.S. federal jurisdiction, and may file income tax
returns in various U.S. states. USCI will not be subject to income tax return
examinations by major taxing authorities for years before 2009 (year of
inception). The tax benefit recognized will be measured as the
largest amount of benefit that has a greater than fifty percent likelihood of
being realized upon ultimate settlement. De-recognition of a tax
benefit previously recognized will result in USCI recording a tax liability that
reduces net assets. However, USCI’s conclusions regarding this policy
may be subject to review and adjustment at a later date based on factors
including, but not limited to, on-going analyses of and changes to tax laws,
regulations and interpretations thereof. USCI will recognize interest accrued
related to unrecognized tax benefits and penalties related to unrecognized tax
benefits in income tax fees payable, if assessed. No interest expense
or penalties have been recognized as of and for the six months ended June 30,
2010.
Creations
and Redemptions
Authorized
Purchasers may purchase Creation Baskets or redeem Redemption Baskets only in
blocks of 100,000 units at a price equal to the net asset value of the units
calculated shortly after the close of the core trading session on the NYSE Arca
on the day the order is placed.
3
USCI will
receive or pay the proceeds from units sold or redeemed within three business
days after the trade date of the purchase or redemption. The amounts due from
Authorized Purchasers will be reflected in USCI’s condensed statement of
financial condition as receivable for units sold, and amounts payable to
Authorized Purchasers upon redemption will be reflected as payable for units
redeemed.
Trust
Capital and Allocation of Income and Losses
Profit or
loss shall be allocated among the unitholders of USCI in proportion to the
number of units each investor holds as of the close of each month. The Sponsor
may revise, alter or otherwise modify this method of allocation as described in
the Trust Agreement.
Calculation
of Net Asset Value
USCI’s
net asset value will be calculated on each NYSE Arca trading day by taking the
current market value of its total assets, subtracting any liabilities and
dividing the amount by the total number of units issued and
outstanding. USCI will use the closing prices on the relevant
Futures Exchanges (as defined in Note 3) of the Benchmark Component Futures
Contracts (determined at the earlier of the close of such exchange or 2:30 p.m.
New York time) for the contracts traded on the Futures Exchanges, but will
calculate or determine the value of all other USCI investments using market
quotations, if available, or other information customarily used to determine the
fair value of such investments.
Net
Income (Loss) per Unit
Net
income (loss) per unit is the difference between the net asset value per
unit at the beginning of each period and at the end of each period. The
weighted average number of units outstanding will be computed for purposes
of disclosing net income (loss) per weighted average unit. The weighted average
units will be equal to the number of units outstanding at the end of the period,
adjusted proportionately for units redeemed based on the amount of time the
units were outstanding during such period.
Offering
Costs
Offering
costs incurred in connection with the registration of additional units after the
initial registration of units will be borne by USCI. These costs will include
registration fees paid to regulatory agencies and all legal, accounting,
printing and other expenses associated with such offerings. These costs will be
accounted for as a deferred charge and thereafter amortized to expense over
twelve months on a straight-line basis or a shorter period if
warranted.
Cash
Equivalents
Cash
equivalents will include money market funds and overnight deposits or time
deposits with original maturity dates of three months or less.
Use
of Estimates
The
preparation of condensed financial statements in conformity with GAAP requires
USCI’s management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the condensed financial statements, and the reported
amounts of the revenue and expenses during the reporting period. Actual results
could differ from those estimates and assumptions.
NOTE
3 - TRUST SERIES
In
connection with the execution of the Trust Agreement on April 1, 2010, USCI was
designated as the first series of the Trust. The Sponsor made the
initial contribution to USCI of $1,000.
USCI’s
trading advisor is SummerHaven Investment Management, LLC (“SummerHaven”), a
Delaware limited liability company that is registered as a commodity trading
advisor and CPO with the CFTC and is a member of the NFA. SummerHaven provides
advisory services to the Sponsor with respect to the SummerHaven Dynamic
Commodity Index Total Return (the “Index”) and the investment decisions of
USCI.
4
The
Trustee will accept service of legal process on the Trust in the State of
Delaware and will make certain filings under the Delaware Statutory Trust Act.
The Trustee does not owe any other duties to the Trust, the Sponsor or the
unitholders.
The
investment objective of USCI will be for the daily changes in percentage terms
of its units’ net asset value to reflect the daily changes in percentage terms
of the Index, less USCI’s expenses. USCI will accomplish its
objective through investments in futures contracts for commodities that are
traded on the New York Mercantile Exchange (the “NYMEX”), ICE Futures (“ICE
Futures”), Chicago Board of Trade (“CBOT”), Chicago Mercantile Exchange (“CME”),
London Metal Exchange (“LME”), Commodity Exchange, Inc. (“COMEX”) or on other
foreign exchanges (such exchanges, collectively, the “Futures Exchanges”) (such
futures contracts, collectively, “Futures Contracts”) and, to a lesser extent,
in order to comply with regulatory requirements or in view of market conditions,
other commodity-based contracts and instruments such as cash-settled options on
Futures Contracts, forward contracts relating to commodities, cleared swap
contracts and other over-the-counter transactions that are based on the price of
commodities and Futures Contracts (collectively, “Other Commodity-Related
Investments”). As of June 30, 2010, USCI did not hold any Futures
Contracts or Other Commodity-Related Investments since it had not yet commenced
operations.
As of
June 30, 2010, USCI had not registered any units.
NOTE 4
- FEES PAID BY THE FUND AND RELATED PARTY TRANSACTIONS
Sponsor
Management Fee
Under the
Trust Agreement, the Sponsor will be responsible for investing the assets of
USCI in accordance with the objectives and policies of USCI. In addition, the
Sponsor has arranged for one or more third parties to provide trading advisory,
administrative, custody, accounting, transfer agency and other necessary
services to USCI. For these services, USCI is contractually obligated to pay the
Sponsor a fee, which will be paid monthly, that will be equal to 0.95% per annum
of average daily net assets.
Trustee
Fee
The
Trustee is the Delaware trustee of the Trust. In connection with the
Trustee’s services, USCI will be responsible for paying the Trustee’s annual
fees in the amount of $6,000.
Ongoing
Registration Fees and Other Offering Expenses
USCI will
pay all costs and expenses associated with the ongoing registration of its units
subsequent to the initial offering. These costs will include
registration or other fees paid to regulatory agencies in connection with the
offer and sale of units, and all legal, accounting, printing and other expenses
associated with such offer and sale. For the six months ended
June 30, 2010, USCI did not incur any registration fees or other offering
expenses.
Investor
Tax Reporting Cost
The fees
and expenses associated with USCI’s audit expenses and tax accounting and
reporting requirements, with the exception of certain initial implementation
service fees and base service fees which will be borne by the Sponsor, will be
paid by USCI. These costs are estimated to be $200,000 for the
calendar year 2010.
Other
Expenses and Fees and Expense Waivers
In
addition to the fees described above, USCI will pay all brokerage fees and
other expenses in connection with the operation of USCI, excluding costs and
expenses paid by the Sponsor as outlined in Note 5. The Sponsor, though under no
obligation to do so, agreed to pay certain expenses, to the extent that such
expenses exceed 0.15% (15 basis points) of USCI’s NAV, on an annualized basis,
through December 31, 2010, after which such payments are no longer expected to
be necessary. The Sponsor has no obligation to continue such payment
into subsequent periods.
5
NOTE
5 - CONTRACTS AND AGREEMENTS
The
Sponsor and the Trust, on its own behalf and on behalf of USCI, are party to a
marketing agent agreement, dated as of July 22, 2010, as amended from time to
time, with the Marketing Agent, whereby the Marketing Agent will provide
certain marketing services for USCI as outlined in the agreement. The fee of the
Marketing Agent, which will be borne by the Sponsor, will be equal to 0.06% on
USCI’s assets up to $3 billion and 0.04% on USCI’s assets in excess of $3
billion.
The above
fee will not include the following expenses, which also will be borne by the
Sponsor: the cost of placing advertisements in various periodicals; web
construction and development; or the printing and production of various
marketing materials.
The
Sponsor and the Trust, on its own behalf and on behalf of USCI, are also party
to a custodian agreement, dated July 22, 2010, as amended from time to time,
with Brown Brothers Harriman & Co. (“BBH&Co.”), whereby BBH&Co. will
hold investments on behalf of USCI. The Sponsor will pay the
fees of the custodian, which will be determined by the parties from time to
time. In addition, the Sponsor and the Trust, on its own behalf and
on behalf of USCI, are party to an administrative agency agreement, dated July
22, 2010, as amended from time to time, with BBH&Co., whereby BBH&Co.
will act as the administrative agent, transfer agent and registrar for USCI. The
Sponsor will also pay the fees of BBH&Co. for its services under such
agreement and such fees will be determined by the parties from time to
time.
The
Sponsor will pay BBH&Co. for its services, in the foregoing capacities, a
minimum amount of $75,000 annually for its custody, fund accounting and fund
administration services rendered to USCI and each of the affiliated funds
managed by the Sponsor, as well as a $20,000 annual fee for its transfer agency
services. In addition, the Sponsor will pay BBH&Co. an asset-based charge of
(a) 0.06% for the first $500 million of USCI’s, USOF’s, USNG’s, US12OF’s, UGA’s,
USHO’s, USSO’s, US12NG’s and USBO’s combined net assets, (b) 0.0465% for USCI’s,
USOF’s, USNG’s, US12OF’s, UGA’s, USHO’s, USSO’s, US12NG’s and USBO’s combined
net assets greater than $500 million but less than $1 billion, and (c) 0.035%
once USCI’s, USOF’s, USNG’s, US12OF’s, UGA’s, USHO’s, USSO’s, US12NG’s and
USBO’s combined net assets exceed $1 billion. The annual minimum amount will not
apply if the asset-based charge for all accounts in the aggregate exceeds
$75,000. The Sponsor also will pay transaction fees ranging from $7.00 to $15.00
per transaction.
USCI has
entered into a brokerage agreement, dated March 1, 2010, as amended from time to
time, with Newedge USA, LLC (“Newedge”). The agreement requires
Newedge to provide services to USCI in connection with the purchase and sale of
Futures Contracts and Other Commodity-Related Investments that may be purchased
and sold by or through Newedge for USCI’s account. In accordance with the
agreement, Newedge will charge USCI commissions of approximately $7 per
round-turn trade, including applicable exchange and NFA fees for Futures
Contracts and options on Futures Contracts.
The
Sponsor is party to an advisory agreement, dated December 11, 2009, as amended
from time to time, with SummerHaven, whereby SummerHaven will provide advisory
services to the Sponsor with respect to the Index and investment decisions for
USCI. SummerHaven’s advisory services will include, but will not be
limited to, general consultation regarding the calculation and maintenance of
the Index, anticipated changes to the Index and the nature of the Index’s
current or anticipated component securities. For these services, the Sponsor
will pay SummerHaven a fee based on a percentage of the average daily assets of
USCI that will be equal to the percentage fees paid to the Sponsor by USCI minus
the greater of 0.1% or 0.1% plus the percentage fees paid by the Sponsor to the
Marketing Agent that exceed 0.02%, multiplied by 0.06%.
The
Sponsor is also party to a licensing agreement, dated December 11, 2009, as
amended from time to time, with SummerHaven whereby SummerHaven sub-licensed to
USCI the use of certain names and marks, including the Index, which SummerHaven
licensed from SummerHaven Index Management, LLC, the owner of the
Index. Under the licensing agreement, the Sponsor will pay
SummerHaven an annual fee of $30,000 for the calendar year 2010 and $15,000
annually in subsequent years, plus an annual fee of 0.06% of the average daily
assets of USCI.
6
NOTE
6 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND
CONTINGENCIES
USCI intends
to engage in the trading of futures contracts and options on futures contracts
and may engage in cleared swaps (collectively, “derivatives”). USCI
will be exposed to both market risk, which is the risk arising from changes in
the market value of the contracts, and credit risk, which is the risk of failure
by another party to perform according to the terms of a contract.
USCI may
enter into Futures Contracts and options on Futures Contracts to gain exposure
to changes in the value of an underlying commodity. A futures contract obligates
the seller to deliver (and the purchaser to accept) the future delivery of a
specified quantity and type of a commodity at a specified time and place. Some
futures contracts may call for physical delivery of the asset, while others are
settled in cash. The contractual obligations of a buyer or seller may
generally be satisfied by taking or making physical delivery of the underlying
commodity or by making an offsetting sale or purchase of an identical Futures
Contract on the same or linked exchange before the designated date of
delivery.
The
purchase and sale of futures contracts and options on futures contracts require
margin deposits with a futures commission merchant. Additional deposits may be
necessary for any loss on contract value. The Commodity Exchange Act requires a
futures commission merchant to segregate all customer transactions and assets
from the futures commission merchant’s proprietary activities.
Futures
contracts involve, to varying degrees, elements of market risk (specifically
commodity price risk) and exposure to loss in excess of the amount of variation
margin. The face or contract amounts reflect the extent of the total exposure
USCI has in the particular classes of instruments. Additional risks associated
with the use of futures contracts are an imperfect correlation between movements
in the price of the futures contracts and the market value of the underlying
securities and the possibility of an illiquid market for a futures
contract.
Initially,
all of the Futures Contracts traded by USCI are expected to be
exchange-traded. The risks associated with exchange-traded contracts
are generally perceived to be less than those associated with over-the-counter
transactions since, in over-the-counter transactions, USCI must rely solely on
the credit of its respective individual counterparties. However, in
the future, if USCI were to enter into non-exchange traded contracts, it would
be subject to the credit risk associated with counterparty non-performance. The
credit risk from counterparty non-performance associated with such instruments
will be the net unrealized gain, if any. USCI will also incur credit
risk since the sole counterparty to all domestic and foreign futures
contracts is the clearinghouse for the exchange on which the relevant
contracts are traded. In addition, USCI bears the risk of financial
failure by the clearing broker.
USCI’s
cash and other property, such as U.S. Treasuries, deposited with a futures
commission merchant are considered commingled with all other customer funds,
subject to the futures commission merchant’s segregation requirements. In the
event of a futures commission merchant’s insolvency, recovery may be limited to
a pro rata share of segregated funds available. It is possible that the
recovered amount could be less than the total of cash and other property
deposited. The insolvency of a futures commission merchant could result in the
complete loss of USCI’s assets posted with that futures commission merchant;
however, the vast majority of USCI’s assets are expected to be held in U.S.
Treasuries, cash and/or cash equivalents with USCI’s custodian and would not be
impacted by the insolvency of a futures commission merchant. Also, the failure
or insolvency of USCI’s custodian could result in a substantial loss of USCI’s
assets.
The
Sponsor intends to invest a portion of USCI’s cash in money market funds that
seek to maintain a stable net asset value. USCI will be exposed to any risk of
loss associated with an investment in these money market funds.
For
derivatives, risks arise from changes in the market value of the contracts.
Theoretically, USCI will be exposed to a market risk equal to the value of
Futures Contracts purchased and unlimited liability on such contracts sold
short. As both a buyer and a seller of options, USCI pays or receives a premium
at the outset and then bears the risk of unfavorable changes in the price of the
contract underlying the option.
7
USCI’s
policy will be to continuously monitor its exposure to market and counterparty
risk through the use of a variety of financial, position and credit exposure
reporting controls and procedures. In addition, USCI has a policy of requiring
review of the credit standing of each broker or counterparty with which it
conducts business.
The
financial instruments that will be held by USCI will be reported
in its condensed statement of financial condition at market or fair
value, or at carrying amounts that approximate fair value, because of their
highly liquid nature and short-term maturity.
NOTE 7
– FAIR VALUE OF FINANCIAL INSTRUMENTS
USCI will
value its investments in accordance with Accounting Standards Codification 820 –
Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value
measurement. The changes to past practice resulting from the application of ASC
820 relate to the definition of fair value, the methods used to measure fair
value, and the expanded disclosures about fair value measurement. ASC 820
establishes a fair value hierarchy that distinguishes between (1) market
participant assumptions developed based on market data obtained from sources
independent of USCI (observable inputs) and (2) USCI’s own assumptions about
market participant assumptions developed based on the best information available
under the circumstances (unobservable inputs). The three levels defined by the
ASC 820 hierarchy are as follows:
Level I –
Quoted prices (unadjusted) in active markets for identical assets or
liabilities that the reporting entity has the ability to access at the
measurement date.
Level II
– Inputs other than quoted prices included within Level I that are observable
for the asset or liability, either directly or indirectly. Level II assets
include the following: quoted prices for similar assets or liabilities
in active markets, quoted prices for identical or similar assets or liabilities
in markets that are not active, inputs other than quoted prices that are
observable for the asset or liability, and inputs that are derived principally
from or corroborated by observable market data by correlation or other means
(market-corroborated inputs).
Level III
– Unobservable pricing input at the measurement date for the asset or liability.
Unobservable inputs shall be used to measure fair value to the extent that
observable inputs are not available.
In some
instances, the inputs used to measure fair value might fall in different levels
of the fair value hierarchy. The level in the fair value hierarchy within which
the fair value measurement in its entirety falls shall be determined based on
the lowest input level that is significant to the fair value measurement in its
entirety.
NOTE
8 – RECENT ACCOUNTING PRONOUNCEMENTS
In
January 2010, the Financial Accounting Standards Board issued Accounting
Standards Update (“ASU”) No. 2010-06 “Improving
Disclosures about Fair Value Measurements.” ASU No. 2010-06 clarifies existing
disclosure and requires additional
disclosures regarding fair value measurements. Effective for fiscal years
beginning after
December 15, 2010, and for interim periods within those fiscal years, entities
will need to disclose information about purchases, sales,
issuances and settlements of Level 3 securities on a gross basis, rather than as
a net number as currently required. The
implementation of ASU No. 2010-06 will have no impact on USCI’s financial
statement disclosures.
NOTE
9 – SUBSEQUENT EVENTS
USCI has
performed an evaluation of subsequent events through the date the financial
statements were issued. This evaluation did not result in any subsequent events
that necessitated disclosures and/or adjustments except as set forth
below.
The
Sponsor contributed $1,000 to USCI upon its formation representing an initial
contribution of capital to USCI. In connection with the commencement
of USCI’s initial offering of units, the Sponsor received 20 Sponsor’s Units of
USCI in exchange for the previously received capital contribution, representing
a beneficial ownership interest in USCI.
8
On July
30, 2010, USCI received a notice of effectiveness from the SEC for its
registration of 50,000,000 units on Form S-1 with the SEC. On August
10, 2010, USCI listed its units on the NYSE Arca under the ticker symbol
“USCI”. USCI established its initial net asset value by setting the
price at $50.00 per unit and issued 100,000 units in exchange for $5,000,000 on
August 9, 2010. In order to satisfy NYSE Arca listing standards that
at least 100,000 units be outstanding at the beginning of the trading day on the
NYSE Arca, the Sponsor purchased the initial Creation Basket from the initial
Authorized Purchaser at the initial offering price. The $1,000 fee that would
otherwise be charged to the Authorized Purchaser in connection with an order to
create or redeem was waived in connection with the initial Creation
Basket. The Sponsor agreed not to resell the units comprising such
basket except that it may require the initial Authorized Purchaser to repurchase
all of these units at a per unit price equal to USCI’s per unit NAV within 5
days following written notice from the Sponsor, subject to the conditions that
(i) on the date of repurchase, the initial Authorized Purchaser must immediately
redeem these units in accordance with the terms of the Authorized Purchaser
Agreement and (ii) immediately following such redemption at least 100,000 units
of USCI remain outstanding. The Sponsor held such initial Creation Basket until
September 3, 2010, at which time the initial Authorized Purchaser repurchased
the units comprising such basket in accordance with the specified conditions
noted above.
USCI
commenced investment operations on August 9, 2010 by purchasing Futures
Contracts traded on the Futures Exchanges.
9
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
The
following discussion should be read in conjunction with the condensed statement
of financial condition and the notes thereto of the United States Commodity
Index Funds Trust (the “Trust”) included elsewhere in this quarterly report on
Form 10-Q.
Forward-Looking
Information
This
quarterly report on Form 10-Q, including this “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” contains
forward-looking statements regarding the plans and objectives of management for
future operations. This information may involve known and unknown risks,
uncertainties and other factors that may cause the Trust’s actual results,
performance or achievements to be materially different from future results,
performance or achievements expressed or implied by any forward-looking
statements. Forward-looking statements, which involve assumptions and describe
the Trust’s future plans, strategies and expectations, are generally
identifiable by use of the words “may,” “will,” “should,” “expect,”
“anticipate,” “estimate,” “believe,” “intend” or “project,” the negative of
these words, other variations on these words or comparable terminology. These
forward-looking statements are based on assumptions that may be incorrect, and
the Trust cannot assure investors that the projections included in these
forward-looking statements will come to pass. The Trust’s actual
results could differ materially from those expressed or implied by the
forward-looking statements as a result of various factors.
The Trust
has based the forward-looking statements included in this quarterly report on
Form 10-Q on information available to it on the date of this quarterly report on
Form 10-Q, and the Trust assumes no obligation to update any such
forward-looking statements. Although the Trust undertakes no obligation to
revise or update any forward-looking statements, whether as a result of new
information, future events or otherwise, investors are advised to consult any
additional disclosures that the Trust may make directly to them or through
reports that the Trust in the future files with the U.S. Securities and
Exchange Commission (the “SEC”), including annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K.
Introduction
United
States Commodity Index Fund (“USCI”) is a commodity pool that will issue units
representing fractional undivided beneficial interests in USCI (“units”) that
may be purchased and sold on the NYSE Arca, Inc. (the “NYSE
Arca”). USCI is a series of the Trust, a Delaware statutory trust
formed on December 21, 2009. Additional series of the Trust that will be
separate commodity pools may be created in the future, but USCI is currently the
Trust’s only series. The Trust and USCI operate pursuant to the Trust’s Amended
and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”),
dated April 1, 2010. Wilmington Trust Company (the “Trustee”), a
Delaware banking corporation, is the Delaware trustee of the
Trust. USCI and the Trust are managed and controlled by United States
Commodity Funds LLC (the “Sponsor”).
USCI will
invest in futures contracts for commodities that are traded on the New York
Mercantile Exchange (the “NYMEX”), ICE Futures (“ICE Futures”), Chicago Board of
Trade (“CBOT”), Chicago Mercantile Exchange (“CME”), London Metal Exchange
(“LME”), Commodity Exchange, Inc. (“COMEX”) or on other foreign exchanges (such
exchanges, collectively, the “Futures Exchanges”) (such futures contracts,
collectively, “Futures Contracts”) and, to a lesser extent, in order to comply
with regulatory requirements or in view of market conditions, other
commodity-based contracts and instruments such as cash-settled options on
Futures Contracts, forward contracts relating to commodities, cleared swap
contracts and other over-the-counter transactions that are based on the price of
commodities and Futures Contracts (collectively, “Other Commodity-Related
Investments”). Market conditions that the Sponsor currently anticipates could
cause USCI to invest in Other Commodity Related Investments would be those
allowing USCI to obtain greater liquidity or to execute transactions with more
favorable pricing. Futures Contracts and Other Commodity-Related Investments
collectively are referred to as “Commodity Interests” in this quarterly report
on Form 10-Q.
10
The
investment objective of USCI will be for the daily changes in percentage terms
of its units’ net asset value (“NAV”) to reflect the daily changes in percentage
terms of the SummerHaven Dynamic Commodity Index Total Return (the “Index”),
less USCI’s expenses. The Index is comprised of 14 Futures Contracts
that will be selected on a monthly basis from a list of 27 possible Futures
Contracts. The Futures Contracts that at any given time make up the Index are
referred to herein as “Benchmark Component Futures Contracts.” USCI
anticipates that to meet its investment objective it will invest first, in the
current Benchmark Component Futures Contracts and other Futures Contracts
intended to replicate the return on the current Benchmark Component Futures
Contracts and, thereafter, to comply with regulatory requirements or in view of
market conditions, in Other Commodity-Related Investments intended to replicate
the return on the Benchmark Component Futures Contracts, including cleared swap
contracts and other over-the-counter transactions, and in other Futures
Contracts.
USCI will
seek to achieve its investment objective by investing in Futures Contracts and
Other Commodity-Related Investments such that daily changes in its NAV will
closely track the daily changes in the price of the Index. USCI’s
positions in Commodity Interests will be rebalanced on a monthly basis in order
to track the changing nature of the Index. If Futures Contracts
relating to a particular commodity remain in the Index from one month to the
next, such Futures Contracts will be rebalanced to the 7.14% target
weight. Specifically, on a specified day near the end of each month
(the “Selection Date”), it will be determined if a current Benchmark Component
Futures Contract will be replaced by a new Futures Contract in either the same
or different underlying commodity as a Benchmark Component Futures Contract for
the following month, in which case USCI’s investments would have to be changed
accordingly. In order that USCI’s trading does not unduly cause
extraordinary market movements, and to make it more difficult for third parties
to profit by trading based on market movements that could be expected from
changes in the Benchmark Component Futures Contracts, USCI’s investments
typically will not be rebalanced entirely on a single day, but rather will
typically be rebalanced over a period of four days. After fulfilling the margin
and collateral requirements with respect to its Commodity Interests, the Sponsor
will invest the remainder of USCI’s proceeds from the sale of units in
short-term obligations of the United States government (“Treasuries”) or cash
equivalents, and/or merely hold such assets in cash (generally in
interest-bearing accounts).
The
regulation of commodity interests in the United States is a rapidly changing
area of law and is subject to ongoing modification by governmental and judicial
action. As stated under the heading, “Risk Factors” in USCI’s
Registration Statement on Form S-1, regulation of commodity interests and energy
markets is extensive and constantly changing; future regulatory developments in
commodity interests and energy markets are impossible to predict but may
significantly and adversely affect USCI.
On July
21, 2010, a broad financial regulatory reform bill, “The Dodd-Frank Wall Street
Reform and Consumer Protection Act,” was signed into law that includes
provisions altering the regulation of commodity interests. Provisions
in the new law include the requirement that position limits on energy-based
commodity futures contracts be established; new registration, recordkeeping,
capital and margin requirements for “swap dealers” and “major swap participants”
as determined by the new law and applicable regulations; and the forced use of
clearinghouse mechanisms for most over-the-counter transactions. Additionally,
the new law requires the aggregation, for purposes of position limits, of all
positions in energy futures held by a single entity and its affiliates, whether
such positions exist on U.S. futures exchanges, non-U.S. futures exchanges, or
in over-the-counter contracts. The U.S. Commodity Futures Trading Commission
(the “CFTC”), along with the SEC and other federal regulators, has been tasked
with developing the rules and regulations enacting the provisions noted
above. The new law and the rules to be promulgated may negatively
impact USCI’s ability to meet its investment objective either through limits or
requirements imposed on it or upon its counterparties. In particular,
new position limits imposed on USCI or its counterparties may impact USCI’s
ability to invest in a manner that most efficiently meets its investment
objective, and new requirements, including capital and mandatory clearing, may
increase the cost of USCI’s investments and doing business, which could
adversely affect USCI’s investors.
The
Sponsor is a limited liability company formed in Delaware on May 10, 2005, that
is registered as a commodity pool operator (“CPO”) with the CFTC and is a member
of the National Futures Association (the “NFA”). USCI’s trading advisor is
SummerHaven Investment Management, LLC (“SummerHaven”), a Delaware limited
liability company that is registered as a commodity trading advisor and CPO with
the CFTC and is a member of the NFA. The Sponsor manages USCI’s
investments directly, using the trading advisory services of SummerHaven for
guidance with respect to the Index and the Sponsor’s selection of investments on
behalf of USCI. The Sponsor is also authorized to select futures
commission merchants to execute USCI’s transactions in Futures Contracts and
Other Commodity-Related Investments.
11
Price
Movements
Commodity
futures prices exhibited moderate daily swings along with an uneven upward trend
during the six months ended June 30, 2010. The price of the Index
started the period at $1,532.841. The period ended with the Index at
$1,355.159, down approximately 11.591% over the period. The return of
approximately -11.591% on the Index listed above is a hypothetical return only
and could not actually be achieved by an investor holding Futures
Contracts. An investment in Futures Contracts would need to be rolled
forward during the time period described in order to achieve such a
result. Furthermore, the change in the nominal price of the differing
commodity Futures Contracts, measured from the start of the period to the end of
the period, does not represent the actual benchmark results that USCI seeks to
track, which are more fully described below, in the section titled “Tracking the
Index”.
Valuation
of Futures Contracts and the Computation of the NAV
The NAV
of USCI’s units will be calculated once each NYSE Arca trading
day. The NAV for a particular trading day will be released after 4:00
p.m. New York time. Trading during the core trading session on the
NYSE Arca typically closes at 4:00 p.m. New York time. USCI’s administrator will
use the closing prices on the relevant Futures Exchanges of the Benchmark
Component Futures Contracts (determined at the earlier of the close of such
exchange or 2:30 p.m. New York time) for the contracts held on the Futures
Exchanges, but will calculate or determine the value of all other USCI
investments using market quotations, if available, or other information
customarily used to determine the fair value of such investments.
Results
of Operations and the Commodity Markets
Results of
Operations. During the six months ended June
30, 2010, USCI had not yet commenced investment activities nor issued
units. In addition, USCI did not purchase or own any Futures
Contracts or Other Commodity-Related Investments during the six months ended
June 30, 2010, nor were there any receipts or disbursements of cash from USCI
during this reporting period. Also, USCI did not receive any revenue
or capital gains (losses), or incur any expenses during this reporting
period.
Expenses
incurred during the six months ended June 30, 2010 in connection with organizing
USCI and the initial offering costs of the units were borne by the Sponsor, and
are not subject to reimbursement by USCI.
Portfolio Expenses. USCI’s
expenses will consist of investment management fees, brokerage
fees and commissions, certain offering costs and expenses relating to tax
accounting and reporting requirements. The management fee that USCI
will pay to the Sponsor will be calculated as a percentage of the total net
assets of USCI. USCI will pay the Sponsor a management fee of 0.95%
of its average net assets. The fee will be accrued daily and paid
monthly.
In
addition to the management fee, USCI will pay all brokerage fees and other
expenses, including certain tax reporting costs, ongoing registration or other
fees paid to the SEC, the Financial Industry Regulatory Authority (“FINRA”)
and any other regulatory agency in connection with offers and sales of
its units subsequent to the initial offering and all legal, accounting, printing
and other expenses associated therewith.
USCI will
incur commissions to brokers for the purchase and sale of Futures Contracts,
Other Commodity-Related Investments or Treasuries.
The fees
and expenses associated with USCI’s audit expenses and tax accounting and
reporting requirements, with the exception of certain initial implementation
service fees and base service fees which will be borne by the Sponsor, will be
paid by USCI. These costs are estimated to be $200,000 for the
calendar year 2010. The Sponsor, though under no obligation to do so,
agreed to pay certain expenses, to the extent that such expenses exceed 0.15%
(15 basis points) of USCI’s NAV, on an annualized basis, through December 31,
2010, after which date such payments are no longer expected to be
necessary. The Sponsor has no obligation to continue such payment
into subsequent periods.
12
Dividend and Interest
Income. USCI will seek to invest its assets such that it
holds Futures Contracts and Other Commodity-Related Investments in an
amount equal to the total net assets of its portfolio. Typically, such
investments will not require USCI to pay the full amount of the contract value
at the time of purchase, but rather require USCI to post an amount as a margin
deposit against the eventual settlement of the contract. As a result, USCI will
retain an amount that is approximately equal to its total net assets, which USCI
will invest in Treasuries, cash and/or cash equivalents. This will include
both the amount on deposit with the futures commission merchant as margin, as
well as unrestricted cash and cash equivalents held with USCI’s custodian bank.
The Treasuries, cash and/or cash equivalents will earn income that accrues on a
daily basis.
Tracking
the Index
USCI’s
management will seek to manage USCI’s portfolio such that changes in its average
daily NAV, on a percentage basis, closely track the changes in the price of the
Index, also on a percentage basis. Specifically, USCI’s management will seek to
manage the portfolio such that over any rolling period of 30 valuation days, the
average daily change in USCI’s NAV is within a range of 90% to 110% (0.9 to 1.1)
of the average daily change in the price of the Index. As an example,
if the average daily movement of the price of the Index for a particular
30-valuation day time period was 0.5% per day, USCI management would attempt to
manage the portfolio such that the average daily movement of the NAV during that
same time period fell between 0.45% and 0.55% (i.e., between 0.9 and 1.1 of
the Index’s results). USCI’s portfolio management goals do not include trying to
make the nominal price of USCI’s NAV equal to the nominal price of the Index,
the nominal price of any particular commodity Futures Contract or the spot price
for any particular commodity. Management believes that it is not
practical to manage the portfolio to achieve such an investment goal when
investing in listed Futures Contracts.
An
alternative tracking measurement of the return performance of USCI versus the
return of the Index can be calculated by comparing the actual return of USCI,
measured by changes in its NAV, versus the expected changes in its NAV
under the assumption that USCI’s returns had been exactly the same as the daily
changes in the price of the Index.
There are
currently three factors that have impacted or are most likely to impact USCI’s
ability to accurately track the Index.
First,
USCI may buy or sell its holdings in the then current Benchmark Component
Futures Contracts at a price other than the closing settlement price of that
contract on the day during which USCI executes the trade. In that case, USCI may
pay a price that is higher, or lower, than that of the Benchmark Component
Futures Contracts, which could cause the changes in the daily NAV of USCI
to either be too high or too low relative to the changes in the price of the
Index. Management will attempt to minimize the effect of these
transactions by seeking to execute its purchase or sale of the Benchmark
Component Futures Contracts at, or as close as possible to, the end of the day
settlement price. However, it may not always be possible for USCI to obtain the
closing settlement price and there is no assurance that failure to obtain the
closing settlement price in the future will not adversely impact USCI’s attempt
to track the Index over time.
Second,
USCI will earn dividend and interest income on its cash, cash equivalents and
Treasury holdings. USCI is not required to distribute any portion of its income
to its unitholders. Interest payments, and any other income, will be retained
within the portfolio and added to USCI’s NAV. At the same time, USCI will incur
expenses for its management fee, brokerage commissions and other expenses
(including ongoing registration). The calculation of the Index includes an
interest portion, calculated daily using the 90 Day U.S. Treasury Bill's total
return, but does not include an expense component. When USCI's income
exceeds the level of USCI’s expenses by more than the yield on the 90 Day U.S.
Treasury Bill, USCI will realize a net yield that will tend to cause daily
changes in the NAV of USCI to track slightly higher than daily changes in the
price of the Index. If this net yield is lower than the yield on the 90 Day U.S.
Treasury Bill, that will tend to cause daily changes in the NAV of USCI to track
slightly lower than daily changes in the price of the
Index.
Third,
USCI may hold Other Commodity-Related Investments in its portfolio that may
fail to closely track the Index’s total return movements. In that
case, the error in tracking the Index could result in daily changes in the NAV
of USCI that are either too high, or too low, relative to the daily changes in
the price of the Index.
13
The
Index
The Index
was developed based upon academic research by Yale University professors Gary B.
Gorton and K. Geert Rouwenhorst, and Hitotsubashi University professor Fumio
Hayashi. The Index is designed to reflect the performance of a fully margined or
collateralized portfolio of 14 commodity futures contracts with equal weights,
selected each month from a universe of 27 eligible commodity futures contracts.
The Index is rules-based and rebalanced monthly based on observable price
signals. In this context, the term “rules-based” is meant to indicate that the
composition of the Index in any given month will be determined by quantitative
formulas relating to the prices of the futures contracts that relate to the
commodities that are eligible to be included in the Index. Such formulas are not
subject to adjustment based on other factors. The overall return on the Index is
generated by two components: (i) uncollateralized returns from the commodity
futures contracts comprising the Index and (ii) a daily fixed income return
reflecting the interest earned on a hypothetical 3-month U.S. Treasury Bill
collateral portfolio, calculated using the weekly auction rate for the 3-Month
U.S. Treasury Bills published by the U.S. Department of the
Treasury. SummerHaven Index Management, LLC (“SummerHaven Indexing”)
is the owner of the Index.
The Index
is composed of physical non-financial commodity futures contracts with active
and liquid markets traded upon futures exchanges in major industrialized
countries. The futures contracts are denominated in U.S. dollars and weighted
equally by notional amount. The Index currently reflects commodities in six
commodity sectors: energy (e.g., crude oil, natural gas,
heating oil, etc.), precious metals (e.g., gold, silver platinum),
industrial metals (e.g., zinc, nickel, aluminum,
copper, etc.), grains (e.g., wheat, corn, soybeans,
etc.), softs (e.g.,
sugar, cotton, coffee, cocoa), and livestock (e.g., live cattle, lean hogs,
feeder cattle).
Table 1
below lists the eligible commodities, the relevant futures exchange on which the
futures contract is listed and quotation details. Table 2 lists the eligible
futures contracts, their sector designation and maximum allowable
tenor.
TABLE
1
Commodity
|
Designated Contract
|
Exchange
|
Units
|
Quote
|
||||
Crude
Oil (Brent)
|
Crude
Oil
|
ICE-UK
|
1,000
barrels
|
USD/barrel
|
||||
Crude
Oil (WTI)
|
Light,
Sweet Crude Oil
|
NYMEX
|
1,000
barrels
|
USD/barrel
|
||||
Gas
Oil
|
Gas
Oil
|
ICE-UK
|
100
metric tons
|
USD/metric
ton
|
||||
Heating
Oil
|
Heating
Oil
|
NYMEX
|
42,000
gallons
|
U.S.
cents/gallon
|
||||
Natural
Gas
|
Henry
Hub Natural Gas
|
NYMEX
|
10,000
mmbtu
|
USD/mmbtu
|
||||
Unleaded
Gasoline
|
Reformulated
Blendstock for Oxygen Blending “RBOB”
|
NYMEX
|
42,000
gallons
|
U.S.
cents/gallon
|
||||
Feeder
Cattle
|
Feeder
Cattle
|
CME
|
50,000
lbs.
|
U.S.
cents/pound
|
||||
Lean
Hogs
|
Lean
Hogs
|
CME
|
40,000
lbs.
|
U.S.
cents/pound
|
||||
Live
Cattle
|
Live
Cattle
|
CME
|
40,000
lbs.
|
U.S.
cents/pound
|
||||
Bean
Oil
|
Bean
Oil
|
CBOT
|
60,000
lbs.
|
U.S.
cents/pound
|
||||
Corn
|
Corn
|
CBOT
|
5,000
bushels
|
U.S.
cents/bushel
|
||||
Soybeans
|
Soybeans
|
CBOT
|
5,000
bushels
|
U.S.
cents/bushel
|
||||
Soybean
Meal
|
Soybean
Meal
|
CBOT
|
100
tons
|
USD/ton
|
||||
Wheat
|
Wheat
|
CBOT
|
5,000
bushels
|
U.S.
cents/bushel
|
||||
Aluminum
|
High
Grade Primary Aluminum
|
LME
|
25
metric tons
|
USD/metric
ton
|
||||
Copper
|
Copper
|
COMEX
|
25,000
lbs
|
U.S.
cents/pound
|
||||
Lead
|
Lead
|
LME
|
25
metric tons
|
USD/metric
ton
|
||||
Nickel
|
Primary
Nickel
|
LME
|
6
metric tons
|
USD/metric
ton
|
||||
Tin
|
Tin
|
LME
|
5
metric tons
|
USD/metric
ton
|
||||
Zinc
|
Special
High Grade Zinc
|
LME
|
25
metric tons
|
USD/metric
ton
|
||||
Gold
|
Gold
|
COMEX
|
100
troy oz.
|
USD/troy
oz.
|
||||
Platinum
|
Platinum
|
NYMEX
|
50
troy oz.
|
USD/troy
oz.
|
||||
Silver
|
Silver
|
COMEX
|
5,000
troy oz.
|
U.S.
cents/troy oz.
|
||||
Cocoa
|
Cocoa
|
ICE-US
|
10
metric tons
|
USD/metric
ton
|
||||
Coffee
|
Coffee
“C”
|
ICE-US
|
37,500
lbs
|
U.S.
cents/pound
|
||||
Cotton
|
Cotton
|
ICE-US
|
50,000
lbs
|
U.S.
cents/pound
|
||||
Sugar
|
World
Sugar No. 11
|
ICE-US
|
112,000
lbs.
|
U.S.
cents/pound
|
14
TABLE
2
Commodity Symbol
|
Commodity
Name
|
Sector
|
Allowed Contracts
|
Max.
tenor
|
||||
CO
|
Brent
Crude
|
Energy
|
All
12 Calendar Months
|
12
|
||||
CL
|
Crude
Oil
|
Energy
|
All
12 Calendar Months
|
12
|
||||
QS
|
Gas
Oil
|
Energy
|
All
12 Calendar Months
|
12
|
||||
HO
|
Heating
Oil
|
Energy
|
All
12 Calendar Months
|
12
|
||||
NG
|
Natural
Gas
|
Energy
|
All
12 Calendar Months
|
12
|
||||
XB
|
RBOB
|
Energy
|
All
12 Calendar Months
|
12
|
||||
FC
|
Feeder
Cattle
|
Livestock
|
Jan,
Mar, Apr, May, Aug, Sep, Oct, Nov
|
5
|
||||
LH
|
Lean
Hogs
|
Livestock
|
Feb,
Apr, Jun, Jul, Aug, Oct, Dec
|
5
|
||||
LC
|
Live
Cattle
|
Livestock
|
Feb,
Apr, Jun, Aug, Oct, Dec
|
5
|
||||
BO
|
Bean
Oil
|
Grains
|
Jan,
Mar, May, Jul, Aug, Sep, Oct, Dec
|
7
|
||||
C
|
Corn
|
Grains
|
Mar,
May, Jul, Sep, Dec
|
12
|
||||
S
|
Soybeans
|
Grains
|
Jan,
Mar, May, Jul, Aug, Sep, Nov
|
12
|
||||
SM
|
Soymeal
|
Grains
|
Jan,
Mar, May, Jul, Aug, Sep, Oct, Dec
|
7
|
||||
W
|
Wheat
|
Grains
|
Mar,
May, Jul, Sep, Dec
|
7
|
||||
LA
|
Aluminum
|
Industrial
Metals
|
All
12 Calendar months
|
12
|
||||
HG
|
Copper
|
Industrial
Metals
|
All
12 Calendar Months
|
12
|
||||
LL
|
Lead
|
Industrial
Metals
|
All
12 Calendar Months
|
7
|
||||
LN
|
Nickel
|
Industrial
Metals
|
All
12 Calendar Months
|
7
|
||||
LT
|
Tin
|
Industrial
Metals
|
All
12 Calendar Months
|
7
|
||||
LX
|
Zinc
|
Industrial
Metals
|
All
12 Calendar Months
|
7
|
||||
GC
|
Gold
|
Precious
Metals
|
Feb,
Apr, Jun, Aug, Oct, Dec
|
12
|
||||
PL
|
Platinum
|
Precious
Metals
|
Jan,
Apr, Jul, Oct
|
5
|
||||
SI
|
Silver
|
Precious
Metals
|
Mar,
May, Jul, Sep, Dec
|
5
|
||||
CC
|
Cocoa
|
Softs
|
Mar,
May, Jul, Sep, Dec
|
7
|
||||
KC
|
Coffee
|
Softs
|
Mar,
May, Jul, Sep, Dec
|
7
|
||||
CT
|
Cotton
|
Softs
|
Mar,
May, Jul, Dec
|
7
|
||||
SB
|
Sugar
|
Softs
|
Mar,
May, Jul, Oct
|
7
|
15
Prior to
the end of each month, SummerHaven Indexing determines the composition of the
Index and provides such information to Bloomberg, L.P.
(“Bloomberg”). Values of the Index are computed by Bloomberg and
disseminated approximately every fifteen (15) seconds from 8:00 a.m. to 5:00
p.m., New York City time, which also publishes a daily Commodity Index value at
approximately 5:30 p.m., New York City time, under the index ticker symbol
“SDCITR:IND”. Only settlement and last-sale prices are used in the Index’s
calculation, bids and offers are not recognized — including limit-bid
and limit-offer price quotes. Where no last-sale price exists, typically in the
more deferred contract months, the previous days’ settlement price is used. This
means that the underlying Index may lag its theoretical value. This tendency to
lag is evident at the end of the day when the Index value is based on the
settlement prices of the component commodities, and explains why the underlying
Index often closes at or near the high or low for the day.
Composition
of the Index
The
composition of the Index on any given day, as determined and published by
SummerHaven Indexing, is determinative of the benchmark for
USCI. Neither the Summerhaven Dynamic Commodity Index (“SDCI”) index
methodology nor any set of procedures, however, are capable of anticipating all
possible circumstances and events that may occur with respect to the Index and
the methodology for its composition, weighting and calculation. Accordingly, a
number of subjective judgments must be made in connection with the operation of
the Index that cannot be adequately reflected in this description of the Index.
All questions of interpretation with respect to the application of the
provisions of the SDCI index methodology, including any determinations that need
to be made in the event of a market emergency or other extraordinary
circumstances, will be resolved by SummerHaven Indexing.
Contract
Expirations
Because
the Index is comprised of actively traded contracts with scheduled expirations,
it can be calculated only by reference to the prices of contracts for specified
expiration, delivery or settlement periods, referred to as contract expirations.
The contract expirations included in the Index for each commodity during a given
year are designated by SummerHaven Indexing, provided that each contract must be
an active contract. An active contract for this purpose is a liquid,
actively-traded contract expiration, as defined or identified by the relevant
trading facility or, if no such definition or identification is provided by the
relevant trading facility, as defined by standard custom and practice in the
industry.
If a
trading facility ceases trading in all contract expirations relating to a
particular contract, SummerHaven Indexing may designate a replacement contract
on the commodity. The replacement contract must satisfy the eligibility criteria
for inclusion in the Index. To the extent practicable, the replacement will be
effected during the next monthly review of the composition of the Index. If that
timing is not practicable, SummerHaven Indexing will determine the date of the
replacement based on a number of factors, including the differences between the
existing contract and the replacement contract with respect to contractual
specifications and contract expirations.
16
If a
contract is eliminated and there is no replacement contract, the underlying
commodity will necessarily drop out of the Index. The designation of a
replacement contract, or the elimination of a commodity from the Index because
of the absence of a replacement contract, could affect the value of the Index,
either positively or negatively, depending on the price of the contract that is
eliminated and the prices of the remaining contracts. It is impossible, however,
to predict the effect of these changes, if they occur, on the value of the
Index.
Commodity
Selection
14 of the
27 eligible commodities are selected for inclusion in the Index for the next
month, subject to the constraint that each of the six commodity sectors is
represented by at least one commodity. The methodology used to select the 14
commodities is based solely on quantitative data using observable futures prices
and is not subject to human bias.
Monthly
commodity selection is a two-step process based upon examination of the relevant
futures prices for each commodity:
|
1)
|
The
annualized percentage price difference between the closest-to-expiration
futures contract and the next closest-to-expiration futures contract is
calculated for each of the 27 eligible commodities on the Selection Date.
The seven commodities with the highest percentage price difference are
selected. A hypothetical example is included below, with the seven
selected commodities shaded below (the selected commodities are ranked
1 – 7):
|
Eligible
Commodity
|
Percentage
Price
Difference
|
Ranking
|
||||||
Crude
Oil (Brent)
|
-4.75
|
%
|
13
|
|||||
Crude
Oil (WTI)
|
-5.01
|
%
|
14
|
|||||
Gas
Oil
|
20.78
|
%
|
1
|
|||||
Heating
Oil
|
-7.87
|
%
|
21
|
|||||
Natural
Gas
|
-19.92
|
%
|
25
|
|||||
Unleaded
Gasoline (RBOB)
|
1.27
|
%
|
5
|
|||||
Feeder
Cattle
|
-27.42
|
%
|
27
|
|||||
Lean
Hogs
|
-20.68
|
%
|
26
|
|||||
Live
Cattle
|
14.31
|
%
|
3
|
|||||
Bean
Oil
|
-6.70
|
%
|
20
|
|||||
Corn
|
-17.58
|
%
|
24
|
|||||
Soybeans
|
-5.12
|
%
|
16
|
|||||
Soybean
Meal
|
3.23
|
%
|
4
|
|||||
Wheat
|
-15.41
|
%
|
23
|
|||||
Aluminum
|
-6.61
|
%
|
19
|
|||||
Copper
|
-0.69
|
%
|
9
|
|||||
Lead
|
-4.66
|
%
|
12
|
|||||
Nickel
|
-0.57
|
%
|
6
|
|||||
Tin
|
-1.83
|
%
|
11
|
|||||
Zinc
|
-5.33
|
%
|
17
|
|||||
Gold
|
-0.64
|
%
|
8
|
|||||
Platinum
|
-1.42
|
%
|
10
|
|||||
Silver
|
-0.62
|
%
|
7
|
|||||
Cocoa
|
-5.09
|
%
|
15
|
|||||
Coffee
|
-10.26
|
%
|
22
|
|||||
Cotton
|
-6.18
|
%
|
18
|
|||||
Sugar
|
16.81
|
%
|
2
|
17
|
2)
|
For
the remaining 20 eligible commodities, the percentage price change of each
commodity over the previous year is calculated, as measured by the change
in the price of the closest-to-expiration futures contract on the
Selection Date from the price of the closest-to-expiration futures
contract a year prior to the Selection Date. The seven commodities with
the highest percentage price change are selected. A hypothetical example
is included below, with the next seven selected commodities shaded below
(the selected commodities are ranked
1 – 7):
|
Eligible Commodity
|
Percentage
Price
Change
|
Ranking
|
||||||
Crude
Oil (Brent)
|
40.26
|
%
|
10
|
|||||
Crude
Oil (WTI)
|
68.10
|
%
|
6
|
|||||
Heating
Oil
|
67.65
|
%
|
7
|
|||||
Natural
Gas
|
10.88
|
%
|
17
|
|||||
Feeder
Cattle
|
12.41
|
%
|
16
|
|||||
Lean
Hogs
|
17.07
|
%
|
14
|
|||||
Bean
Oil
|
26.94
|
%
|
11
|
|||||
Corn
|
-3.16
|
%
|
19
|
|||||
Soybeans
|
4.86
|
%
|
18
|
|||||
Wheat
|
-7.69
|
%
|
20
|
|||||
Aluminum
|
66.67
|
%
|
8
|
|||||
Copper
|
88.22
|
%
|
3
|
|||||
Lead
|
73.54
|
%
|
5
|
|||||
Tin
|
77.57
|
%
|
4
|
|||||
Zinc
|
97.61
|
%
|
1
|
|||||
Gold
|
15.77
|
%
|
15
|
|||||
Platinum
|
56.47
|
%
|
9
|
|||||
Cocoa
|
18.03
|
%
|
12
|
|||||
Coffee
|
17.68
|
%
|
13
|
|||||
Cotton
|
97.05
|
%
|
2
|
When
evaluating the data from the second step, all six commodity sectors must be
represented. If the selection of the seven additional commodities with the
highest price change fails to meet the overall diversification requirement that
all six commodity sectors are represented in the Index, the commodity with the
highest price change among the commodities of the omitted sector(s) would be
substituted for the commodity with the lowest price change among the seven
additional commodities.
18
The 14
commodities selected are included in the Index for the next month on an
equally-weighted basis. Due to the dynamic monthly commodity selection, the
sector weights will vary from approximately 7% to 43% over time, depending on
the price observations each month. The Selection Date is the fifth business day
prior to the first business day of the next calendar month.
The
following graph shows the sector weights of the commodities selected for
inclusion in the Index as of June 30, 2010.
Contract
Selection
For each
commodity selected for inclusion into the Index for that month, the Index
selects a specific Futures Contract with a tenor (i.e., contract month) among
the eligible tenors (the range of contract months) based upon the relative
prices of the Futures Contracts within the eligible range of contract months.
The previous notwithstanding, the contract expiration is not changed for that
month if a contract remains in the Index, as long as the contract does not
expire or enter its notice period in the subsequent month.
Portfolio
Construction
The
portfolio rebalancing takes place during the last four business days of the
month (the “Rebalancing Period”). At the end of each of the days in
the Rebalancing Period, one fourth of the prior month portfolio positions are
replaced by an equally-weighted position in the commodity contracts determined
on the Selection Date. At the end of the Rebalancing Period, the
Index takes an equal-weight position of approximately 7.14% in each of the
selected commodity contracts.
19
Index
Return Calculation
The
percentage excess return equals the percentage change of the market values of
the underlying commodity futures. During the Rebalancing Period, the Index
changes its contract holdings during a four day period.
The value
of the SDCI Excess Return (“SDCI ER”) at the end of a business day “t” is equal to the SDCI ER
value on day “t-1”
multiplied by the sum of the daily percentage price changes of each commodity
future factoring in each respective commodity future’s notional holding on day
“t-1”.
Rebalancing
Period
The Index
is rebalanced during the last 4 business days of each calendar month, when
existing positions are replaced by new positions based on the signals used for
contract selection as outlined above. At the end of the first day of the
Rebalancing Period, the signals are observed and on the second day a new
portfolio is constructed that is equally weighted in terms of notional positions
in the newly selected contracts.
Total
Return Calculation
The value
of the SDCI Total Return (“SDCI TR”) on any business day is equal to the product
of (i) the value of the SDCI TR on the immediately preceding business day
multiplied by (ii) one plus the sum of the day’s SDCI ER returns and one
business day’s interest from the hypothetical Treasury Bill portfolio. The value
of the SDCI TR will be calculated and published by Bloomberg.
The table
and chart below show the hypothetical performance of the Index from December 31,
1997 through June 30, 2010.
HYPOTHETICAL PERFORMANCE RESULTS HAVE
MANY INHERENT LIMITATIONS, SOME OF WHICH ARE DESCRIBED BELOW. NO REPRESENTATION
IS BEING MADE THAT USCI WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR
TO THOSE SHOWN. IN FACT, THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN
HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS ACHIEVED BY ANY
PARTICULAR TRADING PROGRAM.
ONE OF THE LIMITATIONS OF
HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE GENERALLY PREPARED WITH THE
BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL TRADING DOES NOT INVOLVE
FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN COMPLETELY ACCOUNT FOR
THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR EXAMPLE, THE ABILITY TO
WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING PROGRAM IN SPITE OF
TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY AFFECT ACTUAL
TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE MARKETS IN
GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM WHICH CANNOT BE
FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL PERFORMANCE RESULTS AND
ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL TRADING RESULTS.
THE SPONSOR HAS HAD NO EXPERIENCE IN
TRADING DIVERSIFIED BASKETS OF COMMODITY FUTURES FOR ITSELF OR FOR CUSTOMERS.
BECAUSE THERE ARE NO ACTUAL TRADING RESULTS TO COMPARE TO THE HYPOTHETICAL
PERFORMANCE RESULTS, INVESTORS SHOULD BE PARTICULARLY WARY OF PLACING UNDUE
RELIANCE ON THESE HYPOTHETICAL PERFORMANCE RESULTS.
Since the
Index was launched on December 18, 2009, there is no actual performance history
of the Index to present. However, the components of the Index and the weighting
of the components of the Index are established each month based on purely
quantitative data that is not subject to revisions based on other external
factors. As a result, the table below reflects how the Index would have
performed during the prior 10 years had it been in effect during such time
period. The performance data does not reflect any management fees or other
expenses that would have been incurred in connection with operating and managing
a commodity pool designed to track the Index. Such fees and expenses would
reduce the performance returns shown in the table below.
20
Hypothetical
Performance Results for the period
from
December 31, 1997 through June 30, 2010
Year
|
Ending Level
|
Annual Return
|
||||||
1997
|
225.020 |
|
||||||
1998
|
185.543 | -17.54 | % | |||||
1999
|
236.420 | 27.42 | % | |||||
2000
|
331.115 | 40.05 | % | |||||
2001
|
303.456 | -8.35 | % | |||||
2002
|
380.074 | 25.25 | % | |||||
2003
|
479.254 | 26.09 | % | |||||
2004
|
592.263 | 23.58 | % | |||||
2005
|
781.942 | 32.03 | % | |||||
2006
|
1115.816 | 42.70 | % | |||||
2007
|
1518.705 | 36.11 | % | |||||
2008
|
1175.767 | -22.58 | % | |||||
2009
|
1532.841 | 30.37 | % | |||||
2010
(YTD)
|
1355.159 | -11.59 | % |
PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
Summerhaven
Dynamic Commodity Index Year-Over-Year
Hypothetical
Total Returns (1998 – 6/2010 YTD)
Source:
SummerHaven Indexing, Bloomberg
PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
21
The
following table and chart compare the hypothetical total return of the Index in
comparison with the actual total return of three major indexes over a 10 year
period.
Hypothetical and Historical Results for the 10-year period
from June 30, 2000 through June 30, 2010
|
||||||||||||||||
|
DJ-UBS TR
|
S&P GSCI TR
|
DB LCI OY TR
|
SDCI TR
|
||||||||||||
Total
return
|
54 | % | 9 | % | 198 | % | 368 | % | ||||||||
Average
Annual return (total)
|
7.27 | % | 6.95 | % | 16.67 | % | 20.02 | % | ||||||||
Annualized
volatility
|
17.60 | % | 25.41 | % | 19.73 | % | 16.81 | % | ||||||||
Annualized
Sharpe Ratio
|
0.26 | 0.17 | 0.70 | 1.01 |
Source:
SummerHaven Indexing, Bloomberg
PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
The table
above shows the performance of the Index from June 30, 2000 through June 30,
2010 in comparison with three traditional commodities indices: the S&P GSCI
Commodity Index (GSCI®) Total Return, Dow Jones-UBS Commodity Index Total
ReturnSM, and
the Deutsche Bank Liquid Commodity Index-Optimum Yield Total ReturnTM. The
data for the SDCI Total Return Index is derived by using the Index’s calculation
methodology with historical prices for the futures contracts comprising the
Index.
In the
table above, “Total Return” refers to the return of the relevant index from June
30, 2000 to June 30, 2010; “Annualized Volatility” is a measure of the amount of
variation or fluctuation in the returns of the relevant index. Annualized
Volatility is calculated by taking the monthly standard deviation of the
relevant index’s return and multiplying it by the square root of 12; and
“Annualized Sharpe Ratio” is a measure of the total return of each relevant
index adjusted by the risk-free interest rate (the 90 Day U.S. Treasury Bill
yield) and the volatility of each index. Many investors consider volatility to
be a measure of risk, and lower volatility of investment returns is considered a
positive investment attribute as opposed to higher volatility. Annualized Sharpe
Ratio is a standard measure for investors to compare two different investments
or indexes that have different levels of volatility. If two indexes have the
same total return, but one has lower Annualized Volatility, then it’s Annualized
Sharpe Ratio will be higher. The higher the Annualized Sharpe Ratio, the better
the risk-adjusted performance. Annualized Sharpe Ratio is calculated by taking
the average monthly total return of the relevant index and subtracting the then
current yield on the 90 Day U.S. Treasury Bill. The annualized return of this
series is then divided by the Annualized Volatility of this series, and this
result is the Annualized Sharpe Ratio for the relevant index. A higher Sharpe
Ratio is not a guarantee that one investment or index will in the future produce
better risk adjustment total returns, but management believes it is a useful
tool for investors to consider when making investment decisions.
22
10
Year Comparison of Index Returns of the DJ-UBS TR, S&P GSCI TR,
DB
LCI OY TR, and the Hypothetical Returns of the SDCI TR
(6/30/00
– 6/30/10)
Source:
SummerHaven Indexing, Bloomberg
PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
The
following chart compares the hypothetical total return of the Index in
comparison with the actual total return of three major indexes over a 5 year
period.
Five
Year Comparison of Index Returns of the DJ-UBS TR, S&P GSCI TR,
DB
LCI OY TR, and the Hypothetical Returns of the SDCI TR
(6/30/05
– 6/30/10)
Source:
SummerHaven Indexing, Bloomberg
PAST PERFORMANCE IS NOT NECESSARILY
INDICATIVE OF FUTURE RESULTS
23
Critical
Accounting Policies
Preparation
of the condensed financial statements and related disclosures in compliance with
accounting principles generally accepted in the United States of America
requires the application of appropriate accounting rules and guidance, as well
as the use of estimates. The Trust’s application of these policies involves
judgments and actual results may differ from the estimates used.
The
Sponsor has evaluated the nature and types of estimates that it will make
in preparing the Trust’s condensed financial statements and related disclosures
and has determined that the valuation of Commodity Interests that are not traded
on a United States or internationally recognized futures exchange (such as swaps
and other over-the-counter contracts) involves a critical accounting
policy. The values which will be used by USCI for its Futures Contracts
will be provided by its commodity broker who will use market prices when
available, while over-the-counter contracts will be valued based on the
present value of estimated future cash flows that would be received from or paid
to a third party in settlement of these derivative contracts prior to their
delivery date and valued on a daily basis. In addition, USCI will estimate
income on a daily basis using prevailing rates earned on its cash and cash
equivalents. These estimates will be adjusted to the actual amount received
on a monthly basis and the difference, if any, is not expected to be considered
material.
Liquidity
and Capital Resources
USCI has
not made, and does not anticipate making, use of borrowings or other lines of
credit to meet its obligations. USCI has met, and it is anticipated that USCI
will continue to meet, its liquidity needs in the normal course of business from
the proceeds of the sale of its investments, or from the Treasuries, cash
and/or cash equivalents that it intends to hold at all times. USCI’s
liquidity needs include: redeeming units, providing margin deposits for its
existing Futures Contracts or the purchase of additional Futures Contracts and
posting collateral for its over-the-counter Commodity Interests, if applicable,
and, except as noted below, payment of its expenses, summarized below under
“Contractual Obligations.”
USCI will
generate cash primarily from: (i) the sale of baskets consisting of 100,000
units (“Creation Baskets”) and (ii) income earned on Treasuries, cash
and/or cash equivalents. USCI will allocate substantially all of its
net assets to trading in Commodity Interests. USCI will invest in Commodity
Interests to the fullest extent possible without being leveraged or unable to
satisfy its current or potential margin or collateral obligations with respect
to its investments in Commodity Interests. A significant portion of USCI’s NAV
will be held in cash and cash equivalents that will be used as margin and
as collateral for its trading in Commodity Interests. The balance of the net
assets will be held in USCI’s account at its custodian bank. Income received
from USCI’s money market funds will be paid to USCI.
USCI’s
investments in Commodity Interests may be subject to periods of illiquidity
because of market conditions, regulatory considerations and other reasons. For
example, most commodity exchanges limit the fluctuations in futures contract
prices during a single day by regulations referred to as “daily limits.” During
a single day, no trades may be executed at prices beyond the daily limit. Once
the price of a futures contract has increased or decreased by an amount equal to
the daily limit, positions in the contracts can neither be taken nor liquidated
unless the traders are willing to effect trades at or within the specified daily
limit. Such market conditions could prevent USCI from promptly liquidating its
positions in Futures Contracts.
Prior to
the initial offering of USCI, all payments with respect to USCI’s expenses were
paid by the Sponsor. USCI does not have an obligation or intention to
refund such payments by the Sponsor. The Sponsor is under no
obligation to pay USCI’s current or future expenses. USCI will be responsible
for expenses incurred subsequent to the initial offering of units relating to
(i) management fees, (ii) brokerage fees and commissions, (iii) ongoing
registration expenses in connection with offers and sales of its units
subsequent to the initial offering, (iv) taxes and other expenses, including
certain tax reporting costs, (v) the fees of the Trustee in connection with its
services as Delaware trustee of the Trust and (vi) other extraordinary expenses
not in the ordinary course of business, while the Sponsor will be responsible
for expenses relating to the fees of USCI’s marketing agent, administrator and
custodian, the trading advisory and licensing fees of SummerHaven and
registration expenses relating to the initial offering of
units. If the Sponsor and USCI are unsuccessful in raising
sufficient funds to cover these respective expenses or in locating any other
source of funding, USCI will terminate and investors may lose all or part of
their investment.
24
Market
Risk
Trading
in Commodity Interests such as Futures Contracts will involve USCI entering into
contractual commitments to purchase or sell specified amounts of commodities at
a specified date in the future. The aggregate market value of the contracts
is expected to significantly exceed USCI’s future cash requirements since USCI
intends to close out its open positions prior to settlement. As a result,
USCI should be subject only to the risk of loss arising from the change in
value of the contracts. USCI considers the “fair value” of its derivative
instruments to be the unrealized gain or loss on the contracts. The market risk
associated with USCI’s commitments to purchase a specific commodity will be
limited to the aggregate market value of the contracts held.
USCI’s
exposure to market risk will depend on a number of factors, including the
markets for commodities, the volatility of interest rates and foreign exchange
rates, the liquidity of the Commodity Interest markets and the relationships
among the contracts held by USCI. The limited experience that USCI has had in
utilizing its model to trade in Commodity Interests in a manner intended to
track the changes in the Index, as well as drastic market occurrences, could
ultimately lead to the loss of all or substantially all of an investor’s
capital.
Credit
Risk
When USCI
enters into Futures Contracts and Other Commodity-Related Investments, it will
be exposed to the credit risk that the counterparty will not be able to meet its
obligations. The counterparty for the Futures Contracts traded on the Futures
Exchanges is the clearinghouse associated with the particular exchange. In
general, in addition to margin required to be posted by the exchange or
clearinghouse in connection with trades on the exchange or through the
clearinghouse, clearinghouses are backed by their members who may be required to
share in the financial burden resulting from the nonperformance of one of their
members and, therefore, this additional member support should significantly
reduce credit risk. Some foreign exchanges are not backed by their clearinghouse
members but may be backed by a consortium of banks or other financial
institutions. Unlike in the case of exchange-traded Futures
Contracts, the counterparty to an over-the-counter Commodity Interest contract
is generally a single bank or other financial institution. As a
result, there will be greater counterparty credit risk in over-the-counter
transactions. There can be no assurance that any counterparty,
clearinghouse, or their members or their financial backers will satisfy their
obligations to USCI in such circumstances.
The
Sponsor will attempt to manage the credit risk of USCI by following various
trading limitations and policies. In particular, USCI intends to post margin
and/or hold liquid assets that will be approximately equal to the market value
of its obligations to counterparties under the Futures Contracts and Other
Commodity-Related Investments it holds. The Sponsor will implement procedures
that will include, but will not be limited to, executing and clearing trades and
entering into over-the-counter transactions only with creditworthy parties
and/or requiring the posting of collateral or margin by such parties for the
benefit of USCI to limit its credit exposure. Newedge USA, LLC
(“Newedge”), USCI’s commodity broker, or any other broker that may be retained
by USCI in the future, when acting as USCI’s futures commission merchant in
accepting orders to purchase or sell Futures Contracts on United States
exchanges, is required by CFTC regulations to separately account for and
segregate as belonging to USCI, all assets of USCI relating to domestic Futures
Contracts trading. These futures commission merchants are not allowed to
commingle USCI’s assets with their other assets. In addition, the CFTC requires
commodity brokers to hold in a secure account USCI’s assets related to foreign
Futures Contracts trading.
If, in
the future, USCI purchases over-the-counter contracts, see “Item 3. Quantitative
and Qualitative Disclosures About Market Risk” of this quarterly report on Form
10-Q for a discussion of over-the-counter contracts.
Off
Balance Sheet Financing
As of
June 30, 2010, neither the Trust nor USCI has any loan guarantee, credit support
or other off-balance sheet arrangement of any kind other than agreements entered
into in the normal course of business, which may include indemnification
provisions relating to certain risks that service providers undertake in
performing services which are in the best interests of USCI. While USCI’s
exposure under these indemnification provisions cannot be estimated, they are
not expected to have a material impact on USCI’s financial
position.
25
Redemption
Basket Obligation
In order
to meet its investment objective and pay its contractual obligations described
below, USCI requires liquidity to redeem units, which redemptions must be
in blocks of 100,000 units called “Redemption Baskets”. USCI intends to satisfy
this obligation by paying from the cash or cash equivalents it holds or through
the sale of its Treasuries in an amount proportionate to the number of units
being redeemed.
Contractual
Obligations
USCI’s
primary contractual obligations will be with the Sponsor and certain other
service providers. The Sponsor, in return for its services, will be
entitled to a management fee calculated as a fixed percentage of USCI’s NAV,
currently 0.95% of its average net assets. USCI will also be
responsible for all ongoing fees, costs and expenses of its operation,
including:
|
·
|
brokerage
and other fees and commissions incurred in connection with the trading
activities of USCI;
|
|
·
|
expenses
incurred in connection with registering additional units of USCI or
offering units of USCI after the time any units of USCI have begun trading
on the NYSE Arca;
|
|
·
|
the
routine expenses associated with distribution, including printing and
mailing, of any monthly, annual and other reports to unitholders required
by applicable U.S. federal and state regulatory
authorities;
|
|
·
|
payment
for routine services of the Trustee, legal counsel and independent
accountants;
|
|
·
|
payment
for fees associated with tax accounting and reporting, routine accounting,
bookkeeping, whether performed by an outside service provider or by
affiliates of the Sponsor;
|
|
·
|
costs
and expenses associated with investor relations and
services;
|
|
·
|
the
payment of any distributions related to redemption of
units;
|
|
·
|
payment
of all federal, state, local or foreign taxes payable on the income,
assets or operations of USCI and the preparation of all tax returns
related thereto; and
|
|
·
|
extraordinary
expenses (including, but not limited to, indemnification of any person
against liabilities and obligations to the extent permitted by law and
required under the Trust Agreement and the bringing and defending of
actions at law or in equity and otherwise engaging in the conduct of
litigation and the incurring of legal expense and the settlement of claims
and litigation).
|
While the
Sponsor has agreed to pay registration fees to the SEC, FINRA, NYSE Arca or any
other regulatory agency or exchange in connection with the initial offer and
sale of the units and the legal, printing, accounting and other expenses
associated with such registration, USCI will be responsible for any registration
fees and related expenses incurred in connection with any subsequent offer and
sale of its units after the initial offering of units.
USCI will
pay its own brokerage and other transaction costs. USCI will pay fees
to futures commission merchants in connection with its transactions in Futures
Contracts. Futures commission merchant fees are estimated to be 0.19%
annually for USCI. This estimate is based on the number of Futures Contracts the
Sponsor would have to purchase each month assuming the average value of a
Benchmark Component Futures Contract is $59,000, the average value of the
Benchmark Component Futures Contracts as of June 30, 2010. This
amount may be higher or lower once USCI commences operations. In
general, transaction costs on over-the-counter Commodity Interests and on
Treasuries and other short-term securities will be embedded in the purchase or
sale price of the instrument being purchased or sold, and may not readily be
estimated. The Sponsor,
though under no obligation to do so, agreed to pay certain expenses, to the
extent that such expenses exceed 0.15% (15 basis points) of USCI’s NAV, on an
annualized basis, through December 31, 2010, after which such payments
are no longer expected to be necessary. The Sponsor has no obligation to continue
such payment into subsequent periods.
26
The
parties cannot anticipate the amount of payments that will be required under
these arrangements for future periods, as USCI’s NAVs and trading levels to meet
its investment objectives will not be known until a future date. These
agreements are effective for a specific term agreed upon by the parties with an
option to renew, or, in some cases, are in effect for the duration of USCI’s
existence. Either party may terminate these agreements earlier for
certain reasons described in the agreements.
Over-the-Counter
Derivatives
In the
future, USCI may purchase over-the-counter contracts. Unlike most of the
exchange-traded Futures Contracts or exchange-traded options on such futures,
each party to an over-the-counter contract bears the credit risk that the
other party may not be able to perform its obligations under its
contract.
Some
commodity-based derivatives transactions contain fairly generic terms and
conditions and are available from a wide range of participants. Other
commodity-based derivatives have highly customized terms and conditions and are
not as widely available. Many of these over-the-counter contracts are
cash-settled forwards for the future delivery of specified commodities that have
terms similar to the Futures Contracts. Others take the form of “swaps” in which
the two parties exchange cash flows based on pre-determined formulas tied to the
spot price of the specified commodity, forward commodity prices or
commodity futures prices. For example, USCI may enter into
over-the-counter derivative contracts whose value will be tied to changes in the
difference between the spot price of the specified commodity, the price of
Futures Contracts traded on the Futures Exchanges and the prices of other
Futures Contracts in which USCI may invest.
To
protect itself from the credit risk that arises in connection with such
contracts, USCI may enter into agreements with each counterparty that provide
for the netting of its overall exposure to such counterparty, such as the
agreements published by the International Swaps and Derivatives Association,
Inc. USCI also may require that the counterparty be highly rated and/or
provide collateral or other credit support to address USCI’s exposure to the
counterparty. In addition, it is also possible for USCI and its
counterparty to agree to clear their transactions under the agreement through an
established futures clearinghouse such as those connected to the NYMEX or the
ICE Futures. In that event, USCI would no longer bear the credit risk
of its original counterparty, as the clearinghouse would now be USCI’s
counterparty. USCI would still retain any price risk associated with its
transaction.
The creditworthiness of each potential counterparty will be
assessed by the
Sponsor. The Sponsor will assess or review, as appropriate, the creditworthiness
of each potential or existing counterparty to an over-the-counter contract
pursuant to guidelines approved by the Sponsor’s board of directors (the “Board”).
Furthermore, the Sponsor on behalf of USCI will only enter into over-the-counter contracts with
counterparties who are, or are affiliates of, (a) banks regulated by a United
States federal bank regulator, (b) broker-dealers regulated by the SEC, (c)
insurance companies domiciled in the United States, or
(d) producers, users or
traders of energy, whether or not regulated by the CFTC. Any entity acting as a
counterparty shall be regulated in either the United States or the United
Kingdom unless otherwise approved by the Board after consultation with its legal
counsel. Existing counterparties are also reviewed periodically by the
Sponsor.
USCI
anticipates that the use of Other Commodity-Related Investments together with
its investments in Futures Contracts will produce price and total return results
that closely track the investment goals of USCI. However, there can be no
assurance of this. Over-the-counter contracts may result in higher
transaction-related expenses than the brokerage commissions paid in connection
with the purchase of Futures Contracts, which may impact USCI’s ability to
successfully track the Index.
27
USCI may
employ spreads or straddles in its trading to mitigate the differences in its
investment portfolio and its goal of tracking the price of the Index. USCI would
use a spread when it chooses to take simultaneous long and short positions in
futures written on the same underlying asset, but with different delivery
months. The effect of holding such combined positions is to adjust the
sensitivity of USCI to changes in the price relationship between futures
contracts which will expire sooner and those that will expire later. USCI would
use such a spread if the Sponsor felt that taking such long and short positions,
when combined with the rest of its holdings, would more closely track the
investment goals of USCI, or if the Sponsor felt it would lead to an overall
lower cost of trading to achieve a given level of economic exposure to movements
in commodity prices. USCI would enter into a straddle when it chooses to take an
option position consisting of a long (or short) position in both a call option
and put option. The economic effect of holding certain combinations of put
options and call options can be very similar to that of owning the underlying
futures contracts. USCI would make use of such a straddle approach if, in the
opinion of the Sponsor, the resulting combination would more closely track the
investment goals of USCI or if it would lead to an overall lower cost of trading
to achieve a given level of economic exposure to movements in commodity
prices.
During
the six months ended June 30, 2010, USCI had not
yet commenced operations and, therefore, did not employ any hedging methods such
as those described above. Therefore, during the six months ended June 30, 2010, USCI was not
exposed to counterparty risk.
Disclosure
Controls and Procedures
The Trust
and USCI maintain disclosure controls and procedures that are designed to ensure
that material information required to be disclosed in the Trust’s periodic
reports filed or submitted under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time period
specified in the SEC’s rules and forms.
The duly
appointed officers of the Sponsor, including its chief executive officer
and chief financial officer, who perform functions equivalent to those
of a principal executive officer and principal financial officer of the Trust if
the Trust had any officers, have evaluated the effectiveness of the Trust’s and
USCI’s disclosure controls and procedures and have concluded that the
disclosure controls and procedures of the Trust and USCI have been effective as
of the end of the period covered by this quarterly report on Form
10-Q.
Change
in Internal Control Over Financial Reporting
There
were no changes in the Trust’s or USCI’s internal control over financial
reporting during the last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Trust’s or USCI’s internal control
over financial reporting.
28
Part
II. OTHER INFORMATION
Item
1. Legal Proceedings.
Not applicable.
Item
1A. Risk Factors.
There has
not been a material change from the risk factors previously disclosed in the
Trust’s Registration Statement on Form S-1, which was declared effective by the
SEC on July 30, 2010.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
Not
applicable.
Item
3. Defaults Upon Senior Securities.
Not
applicable.
Item
4. Reserved.
Item 5. Other
Information.
Monthly
Account Statements
Pursuant
to the requirement under Rule 4.22 under the Commodity Exchange Act, each month
USCI publishes an account statement for its unitholders, which includes a
Statement of Income (Loss) and a Statement of Changes in NAV. The account
statement is furnished to the SEC on a current report on Form 8-K pursuant
to Section 13 or 15(d) of the Exchange Act and posted each month on USCI’s
website at www.unitedstatescommodityindexfund.com.
Item 6. Exhibits.
Listed
below are the exhibits which are filed as part of this quarterly report on Form
10-Q (according to the number assigned to them in Item 601 of Regulation
S-K):
Exhibit
|
||
Number
|
|
Description of Document
|
31.1*
|
Certification by Principal
Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
31.2*
|
Certification by Principal
Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
32.1*
|
Certification by Principal Executive
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2*
|
Certification by Principal
Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the
Sarbanes-Oxley Act of
2002.
|
* Filed
herewith.
29
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
United
States Commodity Index Funds Trust (Registrant)
By: United
States Commodity Funds LLC, its Sponsor
By:
|
/s/ Nicholas D. Gerber |
Nicholas
D. Gerber
President
and Chief Executive Officer
(Principal
executive officer)
Date: September
13, 2010
/s/ Howard Mah |
Howard
Mah
Chief
Financial Officer
(Principal
financial and accounting officer)
Date: September
13, 2010
30