Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To List and Trade Shares of the United States Metals Index Fund, the United States Agriculture Index Fund and the United States Copper Index Fund Under NYSE Arca Equities Rule 8.200, 55956-55969 [2011-23035]
Download as PDF
55956
Federal Register / Vol. 76, No. 175 / Friday, September 9, 2011 / Notices
Number SR–NASDAQ–2011–120 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–65249; File No. SR–
NYSEArca–2011–63]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of Proposed
Rule Change To List and Trade Shares
of the United States Metals Index Fund,
All submissions should refer to File
the United States Agriculture Index
Number SR–NASDAQ–2011–120. This
Fund and the United States Copper
file number should be included on the
Index Fund Under NYSE Arca Equities
subject line if e-mail is used. To help the Rule 8.200
Commission process and review your
September 2, 2011.
comments more efficiently, please use
only one method. The Commission will
Pursuant to Section 19(b)(1) of the
post all comments on the Commission’s Securities Exchange Act of 1934 (the
Internet Web site (https://www.sec.gov/
‘‘Act’’) 1 and Rule 19b–4 thereunder,2
rules/sro.shtml). Copies of the
notice is hereby given that, on August
submission, all subsequent
19, 2011, NYSE Arca, Inc. (the
amendments, all written statements
‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with
with respect to the proposed rule
the Securities and Exchange
change that are filed with the
Commission (the ‘‘Commission’’) the
Commission, and all written
proposed rule change as described in
communications relating to the
Items I, II, and III below, which Items
proposed rule change between the
have been prepared by the Exchange.
Commission and any person, other than The Commission is publishing this
those that may be withheld from the
notice to solicit comments on the
public in accordance with the
proposed rule change from interested
provisions of 5 U.S.C. 552, will be
persons.
available for Web site viewing and
I. Self-Regulatory Organization’s
printing in the Commission’s Public
Statement of the Terms of Substance of
Reference Room, 100 F Street, NE.,
the Proposed Rule Change
Washington, DC 20549, on official
business days between the hours of 10
The Exchange proposes to list and
a.m. and 3 p.m. Copies of the filing also trade shares of the United States Metals
will be available for inspection and
Index Fund (‘‘USMI’’), the United States
copying at the principal office of the
Agriculture Index Fund (‘‘USAI’’) and
Exchange. All comments received will
the United States Copper Index Fund
be posted without change; the
(‘‘USCUI’’) (together, the ‘‘Funds’’)
Commission does not edit personal
under NYSE Arca Equities Rule 8.200.
identifying information from
The text of the proposed rule change is
submissions. You should submit only
available at the Exchange, the
information that you wish to make
Commission’s Public Reference Room,
available publicly. All submissions
and https://www.nyse.com.
should refer to File Number SR–
II. Self-Regulatory Organization’s
NASDAQ–2011–120 and should be
Statement of the Purpose of, and
submitted on or before September 30,
Statutory Basis for, the Proposed Rule
2011.
Change
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
Dated: September 1, 2011
Elizabeth M. Murphy
Secretary
mstockstill on DSK4VPTVN1PROD with NOTICES
[FR Doc. 2011–23034 Filed 9–8–11; 8:45 am]
BILLING CODE 8011–01–P
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
1 15
6 17
CFR 200.30–3(a)(12).
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2 17
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U.S.C. 78s(b)(1).
CFR 240.19b–4.
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A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
NYSE Arca Equities Rule 8.200,
Commentary .02 permits the trading of
Trust Issued Receipts either by listing or
pursuant to unlisted trading privileges
(‘‘UTP’’).3 The Exchange proposes to list
and trade shares (‘‘Units’’) of the Funds
pursuant to NYSE Arca Equities Rule
8.200.
The Exchange notes that the
Commission has previously approved
the listing and trading of other issues of
Trust Issued Receipts on the American
Stock Exchange LLC,4 trading on NYSE
Arca pursuant to unlisted trading
privileges (‘‘UTP’’),5 and listing on
NYSE Arca.6 Among these is the United
States Commodity Index Fund, which,
like the Funds, is a series of the United
States Commodity Index Funds Trust
(‘‘Trust’’).7 In addition, the Commission
has approved the listing and trading of
other exchange-traded fund-like
products linked to the performance of
underlying commodities.8
The Units represent beneficial
ownership interests in the Funds, as
described in the Registration
Statement.9 The Funds are commodity
3 Commentary .02 to NYSE Arca Equities Rule
8.200 applies to Trust Issued Receipts that invest
in ‘‘Financial Instruments.’’ The term ‘‘Financial
Instruments,’’ as defined in Commentary .02(b)(4) to
NYSE Arca Equities Rule 8.200, means any
combination of investments, including cash;
securities; options on securities and indices; futures
contracts; options on futures contracts; forward
contracts; equity caps, collars and floors; and swap
agreements.
4 See, e.g., Securities Exchange Act Release No.
58161 (July 15, 2008), 73 FR 42380 (July 21, 2008)
(SR–Amex–2008–39).
5 See, e.g., Securities Exchange Act Release No.
58163 (July 15, 2008), 73 FR 42391 (July 21, 2008)
(SR–NYSEArca–2008–73).
6 See, e.g., Securities Exchange Act Release No.
58457 (September 3, 2008), 73 FR 52711 (September
10, 2008) (SR–NYSEArca–2008–91).
7 See Securities Exchange Act Release No. 62527
(July 19, 2010), 75 FR 43606 (July 26, 2010) (SR–
NYSEArca–2010–44) (order approving listing on the
Exchange of United States Commodity Index Fund).
8 See, e.g., Securities Exchange Act Release Nos.
57456 (March 7, 2008), 73 FR 13599 (March 13,
2008) (SR–NYSEArca–2007–91) (order granting
accelerated approval for NYSE Arca listing the
iShares GS Commodity Trusts); 59781 (April 17,
2009), 74 FR 18771 (April 24, 2009) (SR–
NYSEArca–2009–28) (order granting accelerated
approval for NYSE Arca listing the ETFS Silver
Trust); 59895 (May 8, 2009), 74 FR 22993 (May 15,
2009) (SR–NYSEArca–2009–40) (order granting
accelerated approval for NYSE Arca listing the
ETFS Gold Trust); 61219 (December 22, 2009), 74
FR 68886 (December 29, 2009) (order approving
listing on NYSE Arca of the ETFS Platinum Trust).
9 See the Funds’ registration statement on Form
S–1 for the United States Commodity Index Funds
Trust, dated November 24, 2010 (File No. 333–
170844) relating to the Funds (‘‘Registration
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pools that are series of the Trust, a
Delaware statutory trust. The Funds are
managed and controlled by United
States Commodity Funds LLC
(‘‘Sponsor’’). The Sponsor is a Delaware
limited liability company that is
registered as a commodity pool operator
(‘‘CPO’’) with the Commodity Futures
Trading Commission (‘‘CFTC’’) and is a
member of the National Futures
Association (‘‘NFA’’).
United States Metals Index Fund
(‘‘USMI’’)
According to the Registration
Statement, the investment objective of
USMI is 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 Metals Index
Total Return (the ‘‘Metals Index’’), less
USMI’s expenses. The Metals Index is
designed to reflect the performance of a
diversified group of metals. The Metals
Index is owned and maintained by
SummerHaven Index Management, LLC
(‘‘SummerHaven Indexing’’) and
calculated and published by the
Exchange.
The Metals Index is a metal sector
index designed to broadly represent
industrial and precious metals while
overweighting the components that are
assessed to be in a low inventory state
and underweighting the components
assessed to be in a high inventory state.
The Metals Index consists of six (6) base
metals and four (4) precious metals. The
base metals are aluminum, copper, zinc,
nickel, tin, and lead. The precious
metals are gold, silver, platinum, and
palladium. Each metal is assigned a base
weight based on an assessment of
market liquidity and the metal’s overall
economic importance.
Academic research by Professors
Gorton, Rouwenhorst and Hayashi has
shown that commodities in relatively
low inventory states tend to have higher
returns than commodities in relatively
high inventory states.10 Furthermore,
relative inventory comparisons can be
estimated by the price-based signals of
momentum and basis. Momentum is the
percentage price change in a commodity
over the previous year. Basis is the
annualized percentage difference
between the nearest-to-maturity contract
and the second nearest-to-maturity
contract. Using these price-based
signals, metals determined to be in low
Statement’’). The discussion herein relating to the
Trust and the Units is based, in part, on the
Registration Statement.
10 See ‘‘The Fundamentals of Commodity Futures
Returns,’’ Gorton, Rouwenhorst and Hayashi
(September 2008), Yale International Center for
Finance Working Paper No. 07–08.
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inventory state will be weighted more
heavily, and metals in high inventory
state will be weighted less heavily
during any given month.
The Metals Index is rules-based and is
rebalanced monthly based on observable
price signals described above. In this
context, the term ‘‘rules-based’’ is meant
to indicate that the composition of the
Metals 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 included in the Metals Index.
Such formulas are not subject to
adjustment based on other factors.
Futures contracts for metals in the
Metals Index that are traded on New
York Mercantile Exchange (‘‘NYMEX’’),
London Metal Exchange (‘‘LME’’), and
Commodity Exchange, Inc. (‘‘COMEX’’)
are collectively referred to herein as
‘‘Eligible Metals Futures Contracts.’’ The
10 Eligible Metals Futures Contracts that
at any given time have been designated
as a component of the Metals Index are
referred to as the ‘‘Benchmark
Component Metals Futures Contracts.’’
The relative weighting of the
Benchmark Component Metals Futures
Contracts will change on a monthly
basis, based on quantitative formulas
developed by SummerHaven Indexing
relating to the prices of the Benchmark
Component Metals Futures Contracts.
The overall return on the Metals
Index is generated by two components:
(i) Uncollateralized returns from the
Benchmark Component Metals Futures
Contracts comprising the Metals 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 Bill published by the U.S.
Department of the Treasury. Information
regarding the Metals Index methodology
may also be accessed by the public from
SummerHaven Indexing’s Web site at
https://www.summerhavenindex.com.
Because the Metals 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 Metals 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
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55957
facility, as defined by standard custom
and practice in the industry.
If a Futures Exchange 11 ceases trading
in all contract expirations relating to a
particular Benchmark Component
Metals Futures Contract, SummerHaven
Indexing may designate a replacement
contract on the particular metal. The
replacement contract must satisfy the
eligibility criteria for inclusion in the
Metals Index. To the extent practicable,
the replacement will be effected during
the next monthly review of the
composition of the Metals 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 Benchmark
Component Metals Futures Contract and
the replacement contract with respect to
contractual specifications and contract
expirations.
If a Benchmark Component Metals
Futures Contract is eliminated and there
is no replacement contract, the
underlying metal will necessarily drop
out of the Metals Index.
USMI will seek to achieve its
investment objective by investing to the
fullest extent possible in Benchmark
Component Metals Futures Contracts.
Then, if constrained by regulatory
requirements (as described below) or in
view of market conditions (as described
below), USMI will invest next in other
Eligible Metals Futures Contracts based
on the same metal as the futures
contracts subject to such regulatory
constraints or market conditions, and
finally, to a lesser extent, in other
exchange-traded futures contracts that
are economically identical or
substantially similar to the Benchmark
Component Metals Futures Contracts if
one or more other Eligible Metals
Futures Contracts is not available. When
USMI has invested to the fullest extent
possible in exchange-traded futures
contracts, USMI may then invest in
other contracts and instruments based
on the Benchmark Component Metals
Futures Contracts or the metals
included in the Metals Index, such as
cash-settled options, forward contracts,
cleared swap contracts and swap
contracts other than cleared swap
contracts. Other exchange-traded futures
contracts that are economically identical
or substantially similar to the
Benchmark Component Metals Futures
Contracts and other contracts and
instruments based on the Benchmark
Component Metals Futures Contracts, as
11 COMEX, NYMEX, LME, Kansas City Board of
Trade (‘‘KCBT’’), ICE Futures (‘‘ICE Futures’’),
Chicago Board of Trade (‘‘CBOT’’) and Chicago
Mercantile Exchange (‘‘CME’’) are referred to,
collectively, as the ‘‘Futures Exchanges.’’
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mstockstill on DSK4VPTVN1PROD with NOTICES
well as metals included in the Metals
Index, are collectively referred to as
‘‘Other Metals-Related Investments,’’
and together with Benchmark
Component Metals Futures Contracts
and other Eligible Metals Futures
Contracts, ‘‘Metals Interests.’’
Regulatory Requirements. As noted
above, USMI may at times invest in
other Eligible Metal Futures Contracts
based on the same metal as the futures
contracts subject to regulatory
constraints (as described below), and
then, to a lesser extent, in Other MetalsRelated Investments in order to comply
with regulatory requirements. An
example of such regulatory
requirements would be if USMI is
required by law or regulation, or by one
of its regulators, including a Futures
Exchange, to reduce its position in one
or more Benchmark Component Metals
Futures Contracts to the applicable
position limit or to a specified
accountability level for such contracts,
USMI’s assets could be invested in one
or more other Eligible Metal Futures
Contracts. If one or more such Eligible
Metal Futures Contracts were
unavailable or economically
impracticable, USMI could invest in
Other Metals-Related Investments that
are intended to replicate the return on
the Metals Index or particular
Benchmark Component Metals Futures
Contracts. Another example would be if,
because USMI’s assets were reaching
higher levels, it exceeded position
limits, accountability levels or other
regulatory limits and, to avoid triggering
such limits or levels, it invested in one
or more other Eligible Metal Futures
Contracts to the extent practicable and
then in Other Metals-Related
Investments. 12
When investing in Other MetalsRelated Investments, USMI will first
invest in other exchange traded futures
contracts that are economically identical
or substantially similar to the
Benchmark Component Metals Futures
Contracts and then in cash-settled
options, forward contracts, cleared swap
contracts and swap contracts other than
cleared swap contracts.
12 Pursuant to the Dodd-Frank Wall Street Reform
and Consumer Protection Act, the CFTC has been
tasked with implementing rules and regulations
that are expected to impact position limits and
visibility levels and other regulatory requirements
that will be applicable to the Funds and their
respective holdings.
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Market Conditions. As also noted
above, there may be market conditions
that could cause USMI to invest in other
Eligible Metal Futures Contracts that are
based on the same metal as the futures
contracts subject to such market
conditions (as described below). One
such type of market condition would be
where demand for Benchmark
Component Metals Futures Contracts
exceeded supply and as a result USMI
was able to obtain more favorable terms
under other Eligible Metal Futures
Contracts. An example of more
favorable terms would be where the
aggregate costs to USMI from investing
in other Eligible Metal Futures Contracts
(including actual or expected direct
costs such as the costs to buy, hold, or
sell such investments, as well as
indirect costs such as opportunity costs)
were less than the costs of investing in
Benchmark Component Metal Futures
Contracts. Only after USMI becomes
subject to position limits in any Eligible
Metal Futures Contracts will USMI
invest in Other Metals-Related
Investments to replicate exposure to the
Eligible Metal Futures Contract that is
position-limited. Generally, USMI will
only invest in this manner in other
Eligible Metal Futures Contracts or
Other Metals-Related Investments if it
results in materially more favorable
terms, and if such investments result in
a specific benefit for USMI or its
shareholders, such as being able to more
closely track its benchmark.
USMI’s trading advisor is
SummerHaven Investment Management,
LLC (‘‘SummerHaven’’). The Sponsor
expects to manage USMI’s investments
directly, using the trading advisory
services of SummerHaven for guidance
with respect to the Metals Index and the
Sponsor’s selection of investments on
behalf of USMI. The Sponsor is also
authorized to select futures commission
merchants to execute USMI’s
transactions in Benchmark Component
Metals Futures Contracts, other Eligible
Metal Futures Contracts and Other
Metals-Related Investments. The
Sponsor, SummerHaven Indexing and
SummerHaven are not affiliated with a
broker-dealer and are subject to
procedures designed to prevent the use
and dissemination of material
nonpublic information regarding the
Metals Index or USMI’s portfolio.13
13 The Sponsor represents that, in the event the
Sponsor, SummerHaven Indexing, or
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Fmt 4703
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According to the Registration
Statement, it is anticipated that USMI
will invest such that daily changes in
USMI’s NAV will closely track the daily
changes in the Metals Index.14 USMI’s
positions in Metals Interests will be
rebalanced on a monthly basis in order
to track the changing nature of the
Metals Index. In order that USMI’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
Metals Futures Contracts, USMI’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 USMI’s Metals Interests, the
Sponsor will invest the remainder of
USMI’s proceeds from the sale of
baskets in short-term obligations of the
United States government (‘‘Treasury
Securities’’ or ‘‘Treasuries’’) or cash
equivalents, and/or hold such assets in
cash (generally in interest-bearing
accounts).
According to the Registration
Statement, the Sponsor endeavors to
place USMI’s trades in Metals Interests
and otherwise manage USMI’s
investments so that A will be within
plus/minus 10 percent of B, where:
• A is the average daily percentage
change in USMI’s NAV for any period
of 30 successive NYSE Arca trading
days as of which USMI calculates its
NAV, and
• B is the average daily percentage
change in the Metals Index over the
same period.
The table immediately below lists the
eligible metals, the relevant Futures
Exchange on which each Eligible Metals
Futures Contract is listed and quotation
details including imposed price and
position limits:
SummerHaven becomes affiliated with a brokerdealer, it will implement a fire wall with respect to
such broker-dealer regarding access to information
concerning the composition and/or changes to a
portfolio.
14 As of January 31, 2011, the Metals Index
reflects commodities in two commodity sectors:
precious metals (representing approximately 38%
of the Metals Index) and industrial metals
(representing approximately 62% of the Metals
Index).
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Federal Register / Vol. 76, No. 175 / Friday, September 9, 2011 / Notices
Commodity
Designated
contract
High Grade
Primary
Aluminum.
Copper .....
Lead .........
LME .......
COMEX ..
LME .......
Primary
Nickel.
Tin ............
LME .......
LME .......
Gold ..........
Special
High
Grade
Zinc.
Gold .........
COMEX ..
Silver .........
Silver ........
COMEX ..
Platinum ....
Palladium ..
Platinum ...
Palladium
NYMEX ..
NYMEX ..
Copper ......
Lead ..........
Nickel ........
Tin .............
Zinc ...........
mstockstill on DSK4VPTVN1PROD with NOTICES
Accountability
levels—single
month
Accountability
levels—all
months
Position limits—spot
month
Position limits—single
month and
all months
25 metric
tons.
None .................
None .................
None ..........
None ..........
06:55 AM: 12:00 PM
25,000 lbs
25 metric
tons.
6 metric
tons.
5 metric
tons.
25 metric
tons.
5000 .................
None .................
5000 .................
None .................
1200 ...........
None ..........
None ..........
None ..........
08:10 AM–1:00 PM
07:15 AM: 11:45 AM
None .................
None .................
None ..........
None ..........
07:10 AM: 11:50 AM
None .................
None .................
None ..........
None ..........
07:05 AM: 11:40 AM
None .................
None .................
None ..........
None ..........
06:50 AM: 11:35 AM
100 troy
oz.
5,000 troy
oz.
50 troy oz.
100 troy
oz.
6000 .................
6000 .................
3000 ...........
None ..........
08:20 AM–1:05 PM
6000 .................
6000 .................
1500 ...........
None ..........
08:25 AM–1:25 PM
1500 .................
1000 .................
1500 .................
1000 .................
None ..........
650 .............
None ..........
None ..........
08:30 AM–1:00 PM
08:20 AM–1:30 PM
Exchange
Aluminum ..
LME .......
Units
The Sponsor believes that market
arbitrage opportunities will cause
USMI’s Unit price on NYSE Arca to
closely track USMI’s NAV per Unit. The
Sponsor believes that the net effect of
this expected relationship and the
expected relationship described above
between USMI’s NAV and the Metals
Index will be that the changes in the
price of USMI’s Units on NYSE Arca
will closely track, in percentage terms,
changes in the Metals Index, less
USMI’s expenses.
According to the Registration
Statement, the Benchmark Component
Metals Futures Contracts for each metal
will remain in the Metals Index from
month to month. Weights for each of the
Benchmark Component Metals Futures
Contracts are determined for the next
month. The methodology used to
calculate the Metals Index weighting is
based solely on quantitative data using
observable futures prices and is not
subject to human bias. The monthly
weighting selection is a three-step
process based upon examination of the
relevant futures prices for each metal.
For each metal in the Metals Index, the
index selects a specific Benchmark
Component Metals Futures Contract
with a tenor (i.e., contract month)
among the Eligible Metals Futures
Contracts based upon the relative prices
of the Benchmark Component Metals
Futures Contract within the eligible
range of contract months. The previous
notwithstanding, the contract expiration
is not changed for that month if a
Benchmark Component Metals Futures
Contract remains in the Metals Index, as
long as the contract does not expire or
enter its notice period in the subsequent
month.
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18:57 Sep 08, 2011
55959
Jkt 223001
In the event of a commodity futures
market where near month contracts to
expire trade at a higher price than next
month contracts to expire, a situation
referred to as ‘‘backwardation,’’ then
absent the impact of the overall
movement in commodity prices, the
value of the Metals Index would tend to
rise as it approaches expiration. As a
result USMI may benefit because it
would be selling more expensive
contracts and buying less expensive
ones on an ongoing basis. Conversely, in
the event of a commodity futures market
where near month contracts trade at a
lower price than next month contracts,
a situation referred to as ‘‘contango,’’
then absent the impact of the overall
movement in commodity prices, the
value of the Metals Index would tend to
decline as it approaches expiration. As
a result USMI’s total return may be
lower than might otherwise be the case
because it would be selling less
expensive contracts and buying more
expensive ones. The impact of
backwardation and contango may cause
the total return of USMI to vary
significantly from the total return of
other price references, such as the spot
price of the commodities comprising the
Metals Index. In the event of a
prolonged period of contango, and
absent the impact of rising or falling
commodity prices, this could have a
significant negative impact on USMI’s
NAV and total return.
USMI will invest in Metals Interests
to the fullest extent possible without
being leveraged or unable to satisfy its
expected current or potential margin or
collateral obligations with respect to its
investments in Metals Interests. The
primary focus of the Sponsor is the
PO 00000
Frm 00093
Fmt 4703
Sfmt 4703
Trading hours
(E.T.)
investment in Metals Interests and the
management of USMI’s investments in
Treasury Securities, cash and/or cash
equivalents.
The Sponsor will employ a ‘‘neutral’’
investment strategy for USMI intended
to track the changes in the Metals Index
regardless of whether the Metals Index
goes up or goes down. USMI’s ‘‘neutral’’
investment strategy is designed to
permit investors generally to purchase
and sell USMI’s Units for the purpose of
investing indirectly in the commodities
market in a cost-effective manner, and/
or to permit participants in the
commodities or other industries to
hedge the risk of losses in their
commodity-related transactions.
Accordingly, depending on the
investment objective of an individual
investor, the risks generally associated
with investing in the commodities
market and/or the risks involved in
hedging may exist. In addition, an
investment in USMI involves the risks
that the changes in the price of the
USMI’s Units will not accurately track
the changes in the Metals Index, and
that changes in the Metals Index will
not closely correlate with changes in the
spot prices of the commodities
underlying the Benchmark Component
Metals Futures Contracts. Furthermore,
USMI also invests in short-term
Treasury Securities or holds cash to
meet its current or potential margin or
collateral requirements with respect to
its investments in Metals Interests and
invests cash not required to be used as
margin or collateral. There is not
expected to be any meaningful
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correlation between the performance of
USMI’s investments in Treasury
Securities, cash or cash equivalents and
the changes in the price of the Metals
Index. While the level of interest earned
on or the market price of these
investments may in some respect
correlate to changes in the price of the
Metals Index, this correlation is not
anticipated as part of the USMI’s efforts
to meet its objectives. This and certain
risk factors discussed in the Registration
Statement may cause a lack of
correlation between changes in USMI’s
NAV and changes in the price of the
Metals Index. The Sponsor does not
intend to operate USMI in a fashion
such that its per Unit NAV will equal,
in dollar terms, the spot prices of the
commodities underlying the Benchmark
Component Metals Futures Contracts
that comprise the Metals Index or the
prices of any particular group of
Benchmark Component Metals Futures
Contracts.
United States Agriculture Index Fund
(‘‘USAI’’)
According to the Registration
Statement, the investment objective of
USAI is for the daily changes in
percentage terms of its Units’ NAV to
reflect the daily changes in percentage
terms of the SummerHaven Dynamic
Agriculture Index Total Return (the
‘‘Agriculture Index’’), less USAI’s
expenses. The Agriculture Index is
designed to reflect the performance of a
diversified group of agricultural
commodities. The Agriculture Index is
owned and maintained by
SummerHaven Indexing and calculated
and published by the Exchange.
The Agriculture Index is an
agricultural sector index designed to
broadly represent major agricultural
commodities while overweighting the
components that are assessed to be in a
low inventory state and underweighting
the components assessed to be in a high
inventory state.
The Agriculture Index consists of
fourteen agricultural markets: soybeans,
corn, soft red winter wheat, hard red
winter wheat, soybean oil, soybean
meal, canola, sugar, cocoa, coffee,
cotton, live cattle, feeder cattle and lean
hogs. Each agricultural commodity is
assigned a base weight based on an
assessment of market liquidity and the
commodity’s overall economic
importance. Each commodity is U.S.
Dollar based, with the exception of
canola, which is quoted in Canadian
Dollars and converted to U.S. Dollars for
the purpose of the Agriculture Index
calculation.
Academic research by Professors
Gorton, Rouwenhorst and Hayashi has
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shown that commodities in relatively
low inventory states tend to have higher
returns that [sic] commodities in
relatively high inventory states.15
Furthermore, relative inventory
comparisons can be estimated by the
price-based signals of momentum and
basis. Momentum is the percentage
price change in a commodity over the
previous year. Basis is the annualized
percentage difference between the
nearest-to-maturity contract and the
second nearest-to-maturity contract.
Using these price-based signals,
agricultural commodities determined to
be in low inventory state will be
weighted more heavily, and agricultural
commodities in high inventory state
will be weighted less heavily during any
given month.
The Agriculture Index is rules-based
and rebalanced monthly based on
observable price signals described
above. In this context, the term ‘‘rulesbased’’ is meant to indicate that the
composition of the Agriculture 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 included in
the Agriculture Index. Such formulas
are not subject to adjustment based on
other factors.
Futures contracts for agricultural
commodities in the Agriculture Index
that are currently traded on the ICE
Futures, CBOT, CME, KCBT and ICE
Canada are collectively referred to
herein as ‘‘Eligible Agriculture Futures
Contracts.’’ The 14 Eligible Agriculture
Futures Contracts that at any given time
have been designated as a component of
the Agriculture Index are referred to as
the ‘‘Benchmark Component Agriculture
Futures Contracts.’’ The relative
weighting of the Benchmark Component
Agriculture Futures Contracts will
change on a monthly basis, based on
quantitative formulas developed by
SummerHaven Indexing relating to the
prices of the Benchmark Component
Agriculture Futures Contracts.
The overall return on the Agriculture
Index is generated by two components:
(i) uncollateralized returns from the
Benchmark Component Agriculture
Futures Contracts comprising the
Agriculture 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 Bill
published by the U.S. Department of the
Treasury. Because the Agriculture Index
is comprised of actively traded contracts
with scheduled expirations, it can be
15 See
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Frm 00094
Fmt 4703
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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 Agriculture 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.
Information regarding the Agriculture
Index methodology may also be
accessed by the public from
SummerHaven Indexing’s Web site at
https://www.summerhavenindex.com.
If a Futures Exchange ceases trading
in all contract expirations relating to a
particular Benchmark Component
Agriculture Futures Contract,
SummerHaven Indexing may designate
a replacement contract on the particular
agricultural commodity. The
replacement contract must satisfy the
eligibility criteria for inclusion in the
Agriculture Index. To the extent
practicable, the replacement will be
effected during the next monthly review
of the composition of the Agriculture
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
Benchmark Component Agriculture
Futures Contract and the replacement
contract with respect to contractual
specifications and contract expirations.
If a Benchmark Component
Agriculture Futures Contract is
eliminated and there is no replacement
contract, the underlying agricultural
commodity will necessarily drop out of
the Agriculture Index.
USAI will seek to achieve its
investment objective by investing to the
fullest extent possible in Benchmark
Component Agriculture Futures
Contracts. Then, if constrained by
regulatory requirements (described
below) or in view of market conditions
(described below), USAI will invest next
in other Eligible Agriculture Futures
Contracts based on the same agricultural
commodity as the futures contracts
subject to such regulatory constraints or
market conditions, and finally, to a
lesser extent, in other exchange traded
futures contracts that are economically
identical or substantially similar to the
Benchmark Component Agriculture
Futures Contracts, if one or more
Eligible Agriculture Futures Contracts is
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not available. When USAI has invested
to the fullest extent possible in
exchange-traded futures contracts, USAI
may then invest in other contracts and
instruments based on the Benchmark
Component Agriculture Futures
Contracts or the agricultural
commodities included in the
Agriculture Index, such as cash-settled
options, forward contracts, cleared swap
contracts and swap contracts other than
cleared swap contracts. Other exchangetraded futures contracts that are
economically identical or substantially
similar to the Benchmark Component
Agriculture Futures Contracts and other
contracts and instruments based on the
Benchmark Component Agriculture
Futures Contracts, as well as metals
included in the Agriculture Index, are
collectively referred to as ‘‘Other
Agriculture-Related Interests,’’ and
together with Benchmark Component
Agriculture Futures Contracts and other
Eligible Agriculture Futures Contracts,
‘‘Agriculture Interests.’’
Regulatory Requirements. As noted
above, USAI may at times invest in
Eligible Agriculture Futures Contracts
based on the same agricultural
commodity as the futures contracts
subject to regulatory constraints (as
described below), and then to a lesser
extent in Other Agriculture-Related
Investments in order to comply with
regulatory requirements. An example of
such regulatory requirements would be
if USAI is required by law or regulation,
or by one of its regulators, including a
Futures Exchange, to reduce its position
in one or more Benchmark Component
Agriculture Futures Contracts to the
applicable position limit or to a
specified accountability level for such
contracts, USAI’s assets could be
invested in one or more other Eligible
Agriculture Futures Contracts. If one or
more such Eligible Agriculture Futures
Contracts was unavailable or
economically impracticable, USAI could
invest in Other Agriculture-Related
Investments that are intended to
replicate the return on the Agriculture
Index or particular Benchmark
Component Agriculture Futures
Contracts. Another example would be if
because USAI’s assets were reaching
higher levels, it exceeded position
limits, accountability levels or other
regulatory limits and, to avoid triggering
such limits or levels, it invested in one
or more other Eligible Agriculture
16 See
note 13, supra.
of January 31, 2011, the Agriculture Index
reflects commodities in three commodity sectors:
17 As
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16:58 Sep 08, 2011
Jkt 223001
55961
Futures Contracts to the extent
practicable and then in Other
Agriculture-Related Investments.
When investing in Other AgricultureRelated Investments, USAI will first
invest in other exchange traded futures
contracts that are economically identical
or substantially similar to the
Benchmark Component Agriculture
Futures Contracts and then in cash
settled options, forward contracts,
cleared swap contracts and swap
contracts other than cleared swap
contracts.
Market Conditions. As also noted
above, there may be market conditions
that could cause USAI to invest in other
Eligible Agriculture Futures Contracts
that are based on the same agricultural
commodity as the futures contracts
subject to such market conditions (as
described below). One such type of
market condition would be where
demand for Benchmark Component
Agriculture Futures Contracts exceeded
supply and as a result USAI was able to
obtain more favorable terms under other
Eligible Agriculture Futures Contracts.
An example of more favorable terms
would be where the aggregate costs to
USAI from investing in other Eligible
Agriculture Futures Contracts or Other
Agriculture-Related Investments
(including actual or expected direct
costs such as the costs to buy, hold, or
sell such investments, as well as
indirect costs such as opportunity costs)
were less than the costs of investing in
Benchmark Component Agriculture
Futures Contracts. Only after USAI
becomes subject to position limits in
any Eligible Agriculture Futures
Contract will USAI invest in Other
Agriculture-Related Investments to
replicate exposure to the Eligible
Agriculture Futures Contract that is
position-limited. Generally, USAI will
only invest in this manner in other
Eligible Agriculture Futures Contracts or
Other Agriculture-Related Investments
if it results in materially more favorable
terms, and if such investments result in
a specific benefit for USAI or its
shareholders, such as being able to more
closely track its benchmark.
USAI’s trading advisor is
SummerHaven. The Sponsor expects to
manage USAI’s investments directly,
using the trading advisory services of
SummerHaven for guidance with
respect to the Agriculture Index and the
Sponsor’s selection of investments on
behalf of USAI. The Sponsor is also
authorized to select futures commission
merchants to execute USAI’s
transactions in Benchmark Component
Agriculture Futures Contracts, other
Eligible Agriculture Futures Contracts
and Other Agriculture-Related
Investments. The Sponsor,
SummerHaven Indexing and
SummerHaven are not affiliated with a
broker-dealer and are subject to
procedures designed to prevent the use
and dissemination of material
nonpublic information regarding the
Agriculture Index or USAI’s portfolio.16
According to the Registration
Statement, it is anticipated that USAI
will invest such that daily changes in
USAI’s NAV will closely track the daily
changes in the Agriculture Index.17
USAI’s positions in Agriculture Interests
will be rebalanced on a monthly basis
in order to track the changing nature of
the Agriculture Index. In order that
USAI’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
Agriculture Futures Contracts, USAI’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 USAI’s Agriculture Interests,
the Sponsor will invest the remainder of
USAI’s proceeds from the sale of baskets
in Treasury Securities or cash
equivalents, and/or hold such assets in
cash (generally in interest-bearing
accounts).
According to the Registration
Statement, the Sponsor endeavors to
place USAI’s trades in Agriculture
Interests and otherwise manage USAI’s
investments so that A will be within
plus/minus 10 percent of B, where:
• A is the average daily percentage
change in USAI’s NAV for any period of
30 successive NYSE Arca trading days
as of which USAI calculates its NAV,
and
• B is the average daily percentage
change in the Agriculture Index over the
same period.
The table immediately below lists the
eligible agricultural commodities, the
relevant Futures Exchange on which
each Eligible Agriculture Futures
Contract is listed and quotation details.
grains (representing approximately 47% of the
Agriculture Index), soft commodities (e.g., sugar,
cotton, coffee, cocoa) (representing approximately
36% of the Agriculture Index), and livestock
(representing approximately 17% of the Agriculture
Index).
PO 00000
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Position
limits—
single
month
Position
limits—
all
months
600
6500 .....
10000 ...
10:30 AM–2:15 PM
None .................
600
13500 ...
22000 ...
10:30 AM–2:15 PM
None .................
None .................
600
5000 .....
6500 .....
10:30 AM–2:15 PM
None .................
None .................
600
5000 .....
6500 .....
09:30 AM–1:15PM
None .................
None .................
540
5000 .....
6500 .....
10:30 AM–2:15 PM
None .................
None .................
720
5000 .....
6500 .....
09:30 AM–1:15 PM
37,500
lbs.
10 metric
tons.
112,000
lbs.
5000 .................
5000 .................
500
5000 .....
5000 .....
03:30 AM–2:00 PM
6000 .................
6000 .................
1000
None ....
None ....
04:00 AM–2:00 PM
10000 ...............
15000 ...............
5000
None ....
None ....
03:30 AM–2:00 PM
20
tonnes.
50,000
lbs.
50,000
lbs.
40,000
lbs.
40,000
lbs.
None .................
None .................
1000
None ....
None ....
08:00 PM–2:15 PM
None .................
None .................
300
3500 .....
5000 .....
9:00 PM–2:30 PM
None .................
None .................
300
1950 .....
None ....
09:05 AM–1:00 PM
None .................
None .................
450
6300 .....
None ....
10:05 AM–2:00 PM
None .................
None .................
950
4150 .....
None ....
09:05 AM–1:00 PM
Commodity
Designated
contract
Exchange
Units
Soybeans.
Soybeans.
CBOT .......
Corn ......
Corn ......
CBOT .......
Soft Red
Winter
Wheat.
Hard Red
Winter
Wheat.
Soft Red
Winter
Wheat.
Hard
Red
Winter
Wheat.
Soybean
Oil.
Soybean
Meal.
Coffee
‘‘C’’.
Cocoa ...
CBOT .......
ICE–US ....
Canola ...
World
Sugar
No. 11.
Canola ..
Cotton ...
Cotton ...
Feeder
Cattle.
Live Cattle.
Lean
Hogs.
Feeder
Cattle.
Live Cattle.
Lean
Hogs.
Soybean
Oil.
Soybean
Meal.
Coffee ...
Cocoa ....
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Sugar ....
KCBT .......
CBOT .......
CBOT .......
ICE–US ....
ICE–US ....
ICE–CANADA.
ICE–US ....
CME .........
CME .........
CME .........
Accountability
levels—single
month
Accountability
levels all months
5,000
bushels.
5,000
bushels.
5,000
bushels.
5,000
bushels.
None .................
None .................
None .................
60,000
lbs.
100 tons
The Sponsor believes that market
arbitrage opportunities will cause
USAI’s Unit price on NYSE Arca to
closely track USAI’s NAV per Unit. The
Sponsor believes that the net effect of
this expected relationship and the
expected relationship described above
between USAI’s NAV and the
Agriculture Index will be that the
changes in the price of USAI’s Units on
NYSE Arca will closely track, in
percentage terms, changes in the
Agriculture Index, less USAI’s expenses.
According to the Registration
Statement, the Benchmark Component
Agriculture Futures Contracts for each
agricultural commodity will remain in
the Agriculture Index from month to
month. Weights for each of the
Benchmark Component Agriculture
Futures Contracts in the Agriculture
Index are determined for the next
month. The methodology used to
calculate the Agriculture Index
weighting is based solely on
quantitative data using observable
futures prices and is not subject to
human bias. The monthly weighting
selection is a three-step process based
upon examination of the relevant
futures prices for each agricultural
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Position
limits—
spot
month
commodity. For each agricultural
commodity in the Agriculture Index, the
index selects a specific Benchmark
Component Agriculture Futures
Contract with a tenor (i.e., contract
month) among the Eligible Agriculture
Futures Contracts based upon the
relative prices of the Benchmark
Component Agriculture Futures
Contracts within the eligible range of
contract months. The previous
notwithstanding, the contract expiration
is not changed for that month if a
Benchmark Component Agriculture
Futures Contract remains in the
Agriculture Index, as long as the
contract does not enter expire or enter
its notice period in the subsequent
month.
In the event of a commodity futures
market where near month contracts to
expire trade at a higher price than next
month contracts to expire, a situation
referred to as ‘‘backwardation,’’ then
absent the impact of the overall
movement in commodity prices, the
value of the Agriculture Index would
tend to rise as it approaches expiration.
As a result USAI may benefit because it
would be selling more expensive
contracts and buying less expensive
PO 00000
Frm 00096
Fmt 4703
Sfmt 4703
Trading hours
(E.T.)
ones on an ongoing basis. Conversely, in
the event of a commodity futures market
where near month contracts trade at a
lower price than next month contracts,
a situation referred to as ‘‘contango,’’
then absent the impact of the overall
movement in commodity prices, the
value of the Agriculture Index would
tend to decline as it approaches
expiration. As a result USAI’s total
return may be lower than might
otherwise be the case because it would
be selling less expensive contracts and
buying more expensive ones. The
impact of backwardation and contango
may cause the total return of USAI to
vary significantly from the total return
of other price references, such as the
spot price of the commodities
comprising the Agriculture Index. In the
event of a prolonged period of contango,
and absent the impact of rising or falling
commodity prices, this could have a
significant negative impact on USAI’s
NAV and total return.
USAI will invest in Agriculture
Interests to the fullest extent possible
without being leveraged or unable to
satisfy its expected current or potential
margin or collateral obligations with
respect to its investments in Agriculture
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Interests. The primary focus of the
Sponsor is the investment in
Agriculture Interests and the
management of USAI’s investments in
Treasury Securities, cash and/or cash
equivalents.
The Sponsor will employ a ‘‘neutral’’
investment strategy for USAI intended
to track the changes in the Agriculture
Index regardless of whether the
Agriculture Index goes up or goes down.
USAI’s ‘‘neutral’’ investment strategy is
designed to permit investors generally
to purchase and sell USAI’s Units for
the purpose of investing indirectly in
the commodities market in a costeffective manner, and/or to permit
participants in the commodities or other
industries to hedge the risk of losses in
their commodity-related transactions.
Accordingly, depending on the
investment objective of an individual
investor, the risks generally associated
with investing in the commodities
market and/or the risks involved in
hedging may exist. In addition, an
investment in USAI involves the risks
that the changes in the price of the
USAI’s Units will not accurately track
the changes in the Agriculture Index,
and that changes in the Agriculture
Index will not closely correlate with
changes in the spot prices of the
commodities underlying the Benchmark
Component Agriculture Futures
Contracts. Furthermore, USAI also
invests in short-term Treasury Securities
or holds cash to meet its current or
potential margin or collateral
requirements with respect to its
investments in Agriculture Interests and
invests cash not required to be used as
margin or collateral. There is not
expected to be any meaningful
correlation between the performance of
USAI’s investments in Treasury
Securities, cash or cash equivalents and
the changes in the price of the
Agriculture Index. While the level of
interest earned on or the market price of
these investments may in some respect
correlate to changes in the price of the
Agriculture Index, this correlation is not
anticipated as part of USAI’s efforts to
meet its objectives. This and certain risk
factors discussed in the Registration
Statement may cause a lack of
correlation between changes in USAI’s
NAV and changes in the price of the
Agriculture Index. The Sponsor does
not intend to operate USAI in a fashion
such that its per Unit NAV will equal,
in dollar terms, the spot prices of the
commodities underlying the Benchmark
Component Agriculture Futures
Contracts that comprise the Agriculture
Index or the prices of any particular
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16:58 Sep 08, 2011
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group of Benchmark Component
Agriculture Futures Contracts.
United States Copper Index Fund
(‘‘USCUI’’)
According to the Registration
Statement, the investment objective of
USCUI is for the daily changes in
percentage terms of its Units’ NAV to
reflect the daily changes in percentage
terms of the SummerHaven Copper
Index Total Return (the ‘‘Copper
Index’’), less USCUI’s expenses. The
Copper Index is designed to reflect the
performance of the investment returns
from a portfolio of futures contracts for
copper that are traded on the COMEX
(such futures contracts, collectively,
‘‘Eligible Copper Futures Contracts’’).
The Copper Index is owned and
maintained by SummerHaven Indexing
and calculated and published by the
Exchange.
For reasons discussed below, the
Copper Index is comprised of either two
or three Eligible Copper Futures
Contracts that are selected on a monthly
basis based on quantitative formulas
relating to the prices of the Eligible
Copper Futures Contracts developed by
SummerHaven Indexing. The Eligible
Copper Futures Contracts that at any
given time make up the Copper Index
are referred to herein as ‘‘Benchmark
Component Copper Futures Contracts.’’
The Copper Index is a singlecommodity index designed to be an
investment benchmark for copper as an
asset class. The Copper Index is
composed of copper futures contracts on
the COMEX exchange. The Copper
Index attempts to maximize
backwardation and minimize contango
while utilizing contracts in liquid
portions of the futures curve.
The Copper Index is rules-based and
is rebalanced monthly based on
observable price signals. In the case of
the Copper Index, the price signal is
based on ‘‘basis.’’ Basis is the
annualized percentage difference
between the nearest-to-maturity
contract’s price and the second nearestto-maturity contract’s price. The basis
calculation can produce a positive
number, such that the nearest-tomaturity contract is higher than the
second nearest-to-maturity contract’s
price (a condition also referred to as
‘‘backwardation’’), or it can produce a
negative number, such that the nearestto-maturity contract’s price is lower
than the second nearest-to-maturity
contract’s price (a condition also
referred to as ‘‘contango’’).
At the end of each month, (1) the
copper futures curve is assessed to be in
either backwardation or contango as
discussed above, and (2) the annualized
PO 00000
Frm 00097
Fmt 4703
Sfmt 4703
55963
percentage price difference between the
closest-to-expiration Eligible Copper
Futures Contract and each of the next
four Eligible Copper Futures Contracts
is calculated. If the copper futures curve
is in backwardation at the end of a
month, the Copper Index takes positions
in the two Eligible Copper Futures
Contracts with the highest annualized
percentage price difference, each
weighted at 50%. If the copper futures
curve is in contango, then the Copper
Index takes positions in three Eligible
Copper Futures Contracts, as follows:
first, the Copper Index takes positions in
the two Eligible Copper Futures
Contracts with the highest annualized
percentage price difference, each
weighted at 25%; then the Copper Index
also takes a position in the nearest-tomaturity December Eligible Copper
Futures Contract that has expiration
more distant than the fourth nearest
Eligible Copper Futures Contract, which
position is weighted at 50%.
In this context, the term ‘‘rules-based’’
is meant to indicate that the
composition of the Copper Index in any
given month will be determined by
quantitative formulas relating to the
prices of the futures contracts that are
included in the Copper Index. Such
formulas are not subject to adjustment
based on other factors.
The overall return on the Copper
Index is generated by two components:
(i) Uncollateralized returns from the
Benchmark Component Copper Futures
Contracts comprising the Copper 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.
Because the Copper 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 Copper 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.
Information regarding the Copper Index
methodology may also be accessed by
the public from SummerHaven
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Indexing’s Web site at https://
www.summerhavenindex.com.
If a Futures Exchange ceases trading
in all contract expirations relating to a
Benchmark Component Copper Futures
Contract, SummerHaven Indexing may
designate a replacement contract. The
replacement contract must satisfy the
eligibility criteria for inclusion in the
Copper Index. To the extent practicable,
the replacement will be effected during
the next monthly review of the
composition of the Copper 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 Benchmark
Component Copper Futures Contract
and the replacement contract with
respect to contractual specifications and
contract expirations.
USCUI will seek to achieve its
investment objective by investing to the
fullest extent possible in the Benchmark
Component Copper Futures Contracts.
Then if constrained by regulatory
requirements (described below) or in
view of market conditions (described
below), USCUI will invest next in other
Eligible Copper Futures Contracts, and
finally to a lesser extent, in other
exchange-traded futures contracts that
are economically identical or
substantially similar to the Benchmark
Component Copper Futures Contracts if
one or more other Eligible Copper
Futures Contracts is not available. When
USCUI has invested to the fullest extent
possible in exchange-traded futures
contracts, USCUI may then invest in
other contracts and instruments based
on the Benchmark Component Copper
Futures Contracts, other Eligible Copper
Futures Contracts or copper, such as
cash-settled options, forward contracts,
cleared swap contracts and swap
contracts other than cleared swap
contracts. Other exchange-traded futures
contracts that are economically identical
or substantially similar to the
Benchmark Component Copper Futures
Contracts and other contracts and
instruments based on the Benchmark
Component Copper Futures Contracts,
are collectively referred to as ‘‘Other
Copper-Related Investments,’’ and
together with Benchmark Component
Copper Futures Contracts and other
Eligible Copper Futures Contracts,
‘‘Copper Interests.’’
Regulatory Requirements. As noted
above, USCUI may at times invest in
other Eligible Copper Futures Contracts
based on the same metal as the futures
contracts subject to regulatory
constraints (as described below), and
finally to a lesser extent, in other
exchange traded futures contracts that
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Jkt 223001
are economically identical or
substantially similar to the Benchmark
Component Copper Futures Contracts if
one or more other Eligible Copper
Futures Contracts is not available in
order to comply with regulatory
requirements. An example of such
regulatory requirements would be if
USCUI is required by law or regulation,
or by one of its regulators, including a
Futures Exchange, to reduce its position
in one or more Benchmark Component
Copper Futures Contracts to the
applicable position limit or to a
specified accountability level for such
contracts, USCUI’s assets could be
invested in one or more other Eligible
Copper Futures Contracts. If one or
more such Eligible Copper Futures
Contracts were unavailable or
economically impracticable, USCUI
could invest in Other Copper-Related
Investments that are intended to
replicate the return on the Copper Index
or particular Benchmark Component
Copper Futures Contracts. Another
example would be if, because USCUI’s
assets were reaching higher levels, it
exceeded position limits, accountability
levels or other regulatory limits and, to
avoid triggering such limits or levels, it
invested in one or more other Eligible
Copper Futures Contracts to the extent
practicable and then in Other CopperRelated Investments.
When investing in Other CopperRelated Investments, USCUI will first
invest in other exchange traded futures
contracts that are economically identical
or substantially similar to the
Benchmark Component Copper Futures
Contracts, other Eligible Copper Futures
Contracts, and then in cash-settled
options, forward contracts, cleared swap
contracts and swap contracts other than
cleared swap contracts.
Market Conditions. As also noted
above, there may be market conditions
that could cause USCUI to invest in
other Eligible Copper Futures Contracts
that are based on the same metal as the
futures contracts subject to such market
conditions (as described below). One
such type of market condition would be
where demand for Benchmark
Component Copper Futures Contracts
exceeded supply and as a result USCUI
was able to obtain more favorable terms
under other Eligible Copper Futures
Contracts. An example of more
favorable terms would be where the
aggregate costs to USCUI from investing
in other Eligible Copper Futures
Contracts (including actual or expected
direct costs such as the costs to buy,
hold, or sell such investments, as well
as indirect costs such as opportunity
costs) were less than the costs of
investing in Benchmark Component
PO 00000
Frm 00098
Fmt 4703
Sfmt 4703
Copper Futures Contracts. Only after
USCUI becomes subject to position
limits in any Eligible Copper Futures
Contract will USCUI invest in Other
Copper-Related Investments to replicate
exposure to the Eligible Copper Futures
Contract that is position-limited.
Generally, USCUI will only invest in
this manner in other Eligible Copper
Futures Contracts or Other CopperRelated Investments if it results in
materially more favorable terms, and if
such investments result in a specific
benefit for USCUI or its shareholders,
such as being able to more closely track
its benchmark.
USCUI’s trading advisor is
SummerHaven. The Sponsor expects to
manage USCUI’s investments directly,
using the trading advisory services of
SummerHaven for guidance with
respect to the Copper Index and the
Sponsor’s selection of investments on
behalf of USCUI. The Sponsor is also
authorized to select futures commission
merchants to execute USCUI’s
transactions in Benchmark Component
Copper Futures Contracts and Other
Copper-Related Investments. The
Sponsor, SummerHaven Indexing and
SummerHaven are not affiliated with a
broker-dealer and are subject to
procedures designed to prevent the use
and dissemination of material
nonpublic information regarding the
Copper Index or USCUI’s portfolio.18
According to the Registration
Statement, it is anticipated that USCUI
will invest in Benchmark Component
Copper Futures Contracts, other Eligible
Copper Futures Contracts and Other
Copper-Related Investments such that
daily changes in USCUI’s NAV will
closely track the daily changes in the
Copper Index. USCUI’s positions in
Copper Interests will be rebalanced on
a monthly basis in order to track the
changing nature of the Copper Index. In
order that USCUI’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 Copper Futures
Contracts, USCUI’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 USCUI’s
Copper Interests, the Sponsor will
invest the remainder of USCUI’s
proceeds from the sale of baskets in
Treasury Securities or cash equivalents,
and/or hold such assets in cash
(generally in interest-bearing accounts).
18 See
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According to the Registration
Statement, the Sponsor endeavors to
place USCUI’s trades in Copper Interests
and otherwise manage USCUI’s
investments so that A will be within
plus/minus 10 percent of B, where:
• A is the average daily percentage
change in USCUI’s NAV for any period
of 30 successive NYSE Arca trading
days as of which USCUI calculates its
NAV, and
Designated
contract
Exchange
Units
Copper ..
mstockstill on DSK4VPTVN1PROD with NOTICES
Commodity
Copper ..................
COMEX ..
25,000
lbs.
The Sponsor believes that market
arbitrage opportunities will cause
USCUI’s Unit price on NYSE Arca to
closely track USCUI’s NAV per Unit.
The Sponsor believes that the net effect
of this expected relationship and the
expected relationship described above
between USCUI’s NAV and the Copper
Index will be that the changes in the
price of USCUI’s Units on NYSE Arca
will closely track, in percentage terms,
changes in the Copper Index, less
USCUI’s expenses.
In the event of a commodity futures
market where near month contracts to
expire trade at a higher price than next
month contracts to expire, a situation
referred to as ‘‘backwardation,’’ then
absent the impact of the overall
movement in commodity prices, the
value of the Copper Index would tend
to rise as it approaches expiration. As a
result USCUI may benefit because it
would be selling more expensive
contracts and buying less expensive
ones on an ongoing basis. Conversely, in
the event of a commodity futures market
where near month contracts trade at a
lower price than next month contracts,
a situation referred to as ‘‘contango,’’
then absent the impact of the overall
movement in commodity prices, the
value of the Copper Index would tend
to decline as it approaches expiration.
As a result USCUI’s total return may be
lower than might otherwise be the case
because it would be selling less
expensive contracts and buying more
expensive ones. The impact of
backwardation and contango may cause
the total return of USCUI to vary
significantly from the total return of
other price references, such as the spot
price of the commodities comprising the
Copper Index. In the event of a
prolonged period of contango, and
absent the impact of rising or falling
commodity prices, this could have a
significant negative impact on USCUI’s
NAV and total return.
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16:58 Sep 08, 2011
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PO 00000
• B is the average daily percentage
change in the Copper Index over the
same period.
The table immediately below lists the
Futures Exchange on which the Eligible
Copper Futures Contracts are listed and
quotation details.
Accountability
levels—single
month
Accountability
levels—all
months
Position
limits—
spot
month
Position
limits—
single
month and
all months
5000 .................
5000 .................
1200 ........
None .......
USCUI will invest in Copper Interests
to the fullest extent possible without
being leveraged or unable to satisfy its
expected current or potential margin or
collateral obligations with respect to its
investments in Copper Interests. The
primary focus of the Sponsor is the
investment in Copper Interests and the
management of USCUI’s investments in
Treasury Securities, cash and/or cash
equivalents.
The Sponsor will employ a ‘‘neutral’’
investment strategy for USCUI intended
to track the changes in the Copper Index
regardless of whether the Copper Index
goes up or goes down. USCUI’s
‘‘neutral’’ investment strategy is
designed to permit investors generally
to purchase and sell USCUI’s Units for
the purpose of investing indirectly in
the commodities market in a costeffective manner, and/or to permit
participants in the commodities or other
industries to hedge the risk of losses in
their commodity-related transactions.
Accordingly, depending on the
investment objective of an individual
investor, the risks generally associated
with investing in the commodities
market and/or the risks involved in
hedging may exist. In addition, an
investment in USCUI involves the risks
that the changes in the price of the
USCUI’s Units will not accurately track
the changes in the Copper Index, and
that changes in the Copper Index will
not closely correlate with changes in the
spot prices of the commodities
underlying the Benchmark Component
Copper Futures Contracts. Furthermore,
USCUI also invests in short-term
Treasury Securities or holds cash to
meet its current or potential margin or
collateral requirements with respect to
its investments in Copper Interests and
invests cash not required to be used as
margin or collateral. There is not
expected to be any meaningful
correlation between the performance of
a USCUI’s investments in Treasury
Securities, cash or cash equivalents and
Frm 00099
Fmt 4703
Sfmt 4703
55965
Trading hours
(E.T.)
08:10 AM–1:00 PM
the changes in the price of the Copper
Index. While the level of interest earned
on or the market price of these
investments may in some respect
correlate to changes in the price of the
Copper Index, this correlation is not
anticipated as part of the USCUI’s
efforts to meet its objectives. This and
certain risk factors discussed in the
Registration Statement may cause a lack
of correlation between changes in
USCUI’s NAV and changes in the price
of the Copper Index. The Sponsor does
not intend to operate USCUI in a
fashion such that its per Unit NAV will
equal, in dollar terms, the spot prices of
the commodities underlying the
Benchmark Component Copper Futures
Contracts that comprise the Copper
Index or the prices of any particular
group of Benchmark Component Copper
Futures Contracts.
Creation and Redemption of Units
Each Fund will create Units only in
blocks of 100,000 Units called Creation
Baskets and redeem Units only in blocks
of 100,000 Units called Redemption
Baskets. Only authorized purchasers
may purchase or redeem Creation
Baskets or Redemption Baskets,
respectively. An authorized purchaser is
under no obligation to create or redeem
baskets, and an authorized purchaser is
under no obligation to offer to the
public Units of any baskets it does
create. Baskets are generally created
when there is a demand for Units,
including, but not limited to, when the
market price per Unit is at a premium
to the NAV per Unit. Authorized
purchasers will then sell such Units,
which will be listed on NYSE Arca, to
the public at per Unit offering prices
that are expected to reflect, among other
factors, the trading price of the Units on
NYSE Arca, the NAV of the applicable
Fund at the time the authorized
purchaser purchased the Creation
Baskets and the NAV at the time of the
offer of the Units to the public, the
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supply of and demand for Units at the
time of sale, and the liquidity of the
applicable Fund’s Benchmark
Component Futures Contracts and Other
Related Investments.19 Baskets are
generally redeemed when the market
price per Unit is at a discount to the
NAV per Unit. Retail investors seeking
to purchase or sell Units on any day will
effect such transactions in the secondary
market, on NYSE Arca, at the market
price per Unit, rather than in connection
with the creation or redemption of
baskets.
Purchase and redemption orders must
be placed by 10:30 a.m. Eastern Time
(‘‘E.T.’’) or the close of regular trading
on the NYSE Arca, whichever is earlier.
The creation and redemption of
baskets are only made in exchange for
delivery to the applicable Fund or the
distribution by the applicable Fund of
the amount of Treasury Securities and/
or cash equal to the combined NAV of
the number of Units included in the
baskets being created or redeemed,
determined as of 4 p.m. E.T. on the day
the order to create or redeem baskets is
properly received.
All proceeds from the sale of Creation
Baskets will be invested as quickly as
practicable in the investments described
in the Registration Statement.
Investments and related margin or
collateral are held through the custodian
for the Funds, Brown Brothers Harriman
& Co., in accounts with the applicable
Fund’s commodity futures broker,
Newedge USA, LLC, or, in some
instances when agreed to by the
applicable Fund, in collateral accounts
held by third parties with respect to its
non-exchange traded or cleared overthe-counter applicable interests.
The Funds will meet the initial and
continued listing requirements
applicable to Trust Issued Receipts in
NYSE Arca Equities Rule 8.200 and
Commentary .02 thereto. With respect to
application of Rule 10A–3 20 under the
Act, the Trust relies on the exception
contained in Rule 10A–3(c)(7).21 A
minimum of 100,000 Units for each
Fund will be outstanding as of the start
of trading on the Exchange.
A more detailed description of the
Funds’ investments as well as
investment risks, are set forth in the
Registration Statement. All terms
relating to the Funds that are referred to,
but not defined in, this proposed rule
change are defined in the Registration
Statement.
19 Other Related Metal Investments, Other Related
Agriculture Investments and Other Related Copper
Investments are collectively referred to as ‘‘Other
Related Investments.’’
20 17 CFR 240.10A–3.
21 17 CFR 240.10A–3(c)(7).
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16:58 Sep 08, 2011
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Net Asset Value
A Fund’s NAV is calculated by:
• Taking the current market value of
its total assets, and
• Subtracting any liabilities.
Brown Brothers Harriman & Co., Inc,
(the ‘‘Administrator’’), will calculate the
NAV of each Fund once each NYSE
Arca trading day. The NAV for a
particular trading day will be released
after 4 p.m. E.T. Trading during the Core
Trading Session on NYSE Arca typically
closes at 4 p.m. E.T. The Administrator
will use the closing prices on the
relevant Futures Exchanges of the
Applicable Benchmark Component
Futures Contracts (determined at the
earlier of the close of such exchange or
2:30 p.m. E.T.) for the contracts traded
on the Futures Exchanges, but will
calculate or determine the value of all
other investments of a Fund using
market quotations, if available, or other
information customarily used to
determine the fair value of such
investments as of the earlier of the close
of NYSE Arca or 4 p.m. E.T. in
accordance with the current
Administrative Agency Agreement
among Brown Brothers Harriman & Co.,
Inc., each Fund and the Sponsor.
‘‘Other information’’ customarily used
in determining fair value includes
information consisting of market data in
the relevant market supplied by one or
more third parties including, without
limitation, relevant rates, prices, yields,
yield curves, volatilities, spreads,
correlations or other market data in the
relevant market; or information of the
types described above from internal
sources if that information is of the
same type used by the Funds in the
regular course of their business for the
valuation of similar transactions. The
information may include costs of
funding, to the extent costs of funding
are not and would not be a component
of the other information being utilized.
Third parties supplying quotations or
market data may include, without
limitation, dealers in the relevant
markets, end-users of the relevant
product, information vendors, brokers
and other sources of market
information.
In addition, other Applicable
Benchmark Component Futures
Contracts, Other Related Investments
and Treasuries held by a Fund will be
valued by the Administrator, using rates
and points received from clientapproved third party vendors (such as
Reuters and WM Company) and advisor
quotes.
Availability of Information Regarding
the Units
The NAV for the Funds will be
disseminated daily to all market
participants at the same time. The
Exchange will make available on its
Web site daily trading volume of each
of the Units, closing prices of such
Units, and number of Units outstanding.
The closing prices and settlement
prices of the futures contracts are also
readily available from the websites of
the relevant Futures Exchanges,
automated quotation systems, published
or other public sources, or on-line
information services such as Bloomberg
or Reuters. Complete real-time data for
the futures contracts is available by
subscription from Reuters and
Bloomberg. The relevant Futures
Exchanges also provide delayed futures
information on current and past trading
sessions and market news free of charge
on their respective websites. The
specific contract specifications for the
futures contracts are also available on
such websites, as well as other financial
informational sources. Information
regarding exchange-traded cash-settled
options and cleared swap contracts will
be available from the applicable
exchanges and major market data
vendors. Quotation and last-sale
information regarding the Units will be
disseminated through the facilities of
the CTA. In addition, the Funds’
websites will display the applicable end
of day closing index levels and NAV.
The Web site for USMI is https://
www.unitedstatesmetalsindexfund.com;
the Web site for USAI is https://www.
unitedstatesagricultureindexfund.com;
and the Web site for USCUI is https://
www.unitedstatescopperindexfund.com.
The Funds will provide Web site
disclosure of portfolio holdings daily
and will include, as applicable, the
names and value (in U.S. dollars) of
financial instruments and
characteristics of such instruments and
cash equivalents, and amount of cash
held in the portfolios of the Funds. This
Web site disclosure of the portfolio
composition of the Funds will occur at
the same time as the disclosure by the
Sponsor of the portfolio composition to
authorized purchasers so that all market
participants are provided portfolio
composition information at the same
time. Therefore, the same portfolio
information will be provided on the
public Web site as well as in electronic
files provided to authorized purchasers.
Accordingly, each investor will have
access to the current portfolio
composition of the Funds through each
Fund’s Web site.
PO 00000
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The Metals Index, Agriculture Index
and Copper Index are calculated and
disseminated by NYSE Arca to market
data vendors during NYSE Arca Core
Trading Hours, from 9:30 a.m. E.T. to 4
p.m. E.T., daily on 15 second intervals
based on the most recent reported prices
of the underlying commodities in the
Indexes. A static Index value will be
disseminated between the close of
trading of all applicable Futures
Contracts on Futures Exchanges and the
close of the NYSE Arca Core Trading
Session.
Dissemination of Indicative Fund Value
In addition, in order to provide
updated information relating to each
Fund for use by investors and market
professionals, NYSE Arca will calculate
and disseminate throughout the Core
Trading Session on each trading day an
updated Indicative Fund Value (‘‘IFV’’).
The IFV will be calculated by using the
prior day’s closing NAV per Unit of the
Fund as a base and updating that value
throughout the trading day to reflect
changes in the most recently reported
price level of the Applicable Index as
reported by Bloomberg or another
reporting service.
The IFV Unit basis disseminated
during NYSE Arca Core Trading Session
hours should not be viewed as an actual
real time update of the NAV, because
NAV is calculated only once at the end
of each trading day based upon the
relevant end of day values of the
applicable Fund’s investments.
The IFV will be disseminated on a per
Unit basis every 15 seconds during the
regular NYSE Arca Core Trading
Session. The normal trading hours of
the Futures Exchanges vary, with some
ending their trading hours before the
close of the Core Trading Session on
NYSE Arca (for example, the normal
trading hours of the NYMEX are 10 a.m.
E.T. to 2:30 p.m. E.T. When a Fund
holds applicable Benchmark
Component Futures Contracts from
Futures Exchanges with different
trading hours than NYSE Arca there will
be a gap in time at the beginning and/
or the end of each day during which
Units will be traded on NYSE Arca, but
real-time Futures Exchange trading
prices for Applicable Benchmark
Component Futures Contracts traded on
such Futures Exchanges will not be
available. As a result, during those gaps
there will be no update to the IFV. A
static IFV will be disseminated between
the close of trading of all applicable
Futures Contracts on Futures Exchanges
and the close of the NYSE Arca Core
Trading Session.
In addition, other applicable
Benchmark Component Futures
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55967
Contracts, Other Related Investments
and Treasuries held by a Fund will not
be included in the IFV. The IFV is based
on the prior day’s NAV and moves up
and down solely according to changes
in the Applicable Index value as
reported on Bloomberg or another
reporting service.
The Exchange believes that
dissemination of the IFV provides
additional information that is not
otherwise available to the public and is
useful to investors and market
professionals in connection with the
trading of the Units of each Fund on
NYSE Arca.
day in which the interruption to the
dissemination of the IFV or the value of
the underlying futures contracts occurs.
If the interruption to the dissemination
of the IFV or the value of the underlying
futures contracts persists past the
trading day in which it occurred, the
Exchange will halt trading no later than
the beginning of the trading day
following the interruption. In addition,
if the Exchange becomes aware that the
NAV with respect to the Units is not
disseminated to all market participants
at the same time, it will halt trading in
the Units until such time as the NAV is
available to all market participants.
Trading Rules
The Exchange deems the Units to be
equity securities, thus rendering trading
in the Units subject to the Exchange’s
existing rules governing the trading of
equity securities. Units will trade on the
NYSE Arca Marketplace from 4 a.m. to
8 p.m. E.T. The Exchange has
appropriate rules to facilitate
transactions in the Units during all
trading sessions. As provided in NYSE
Arca Equities Rule 7.6, Commentary .03,
the minimum price variation (‘‘MPV’’)
for quoting and entry of orders in equity
securities traded on the NYSE Arca
Marketplace is $0.01, with the exception
of securities that are priced less than
$1.00 for which the MPV for order entry
is $0.0001.
The trading of the Units will be
subject to NYSE Arca Equities Rule
8.200, Commentary .02(e), which sets
forth certain restrictions on Equity
Trading Permit (‘‘ETP’’) Holders acting
as registered Market Makers in Trust
Issued Receipts to facilitate
surveillance. See ‘‘Surveillance’’ below
for more information.
With respect to trading halts, the
Exchange may consider all relevant
factors in exercising its discretion to
halt or suspend trading in the Units.
Trading may be halted because of
market conditions or for reasons that, in
the view of the Exchange, make trading
in the Units inadvisable. These may
include: (1) The extent to which trading
is not occurring in the underlying
futures contracts, or (2) whether other
unusual conditions or circumstances
detrimental to the maintenance of a fair
and orderly market are present. In
addition, trading in Units will be subject
to trading halts caused by extraordinary
market volatility pursuant to the
Exchange’s ‘‘circuit breaker’’ rule 22 or
by the halt or suspension of trading of
the underlying futures contracts.
The Exchange represents that the
Exchange may halt trading during the
Surveillance
22 See
PO 00000
NYSE Arca Equities Rule 7.12.
Frm 00101
Fmt 4703
Sfmt 4703
The Exchange intends to utilize its
existing surveillance procedures
applicable to derivative products,
including Trust Issued Receipts, to
monitor trading in the Units. The
Exchange represents that these
procedures are adequate to properly
monitor Exchange trading of the Units
in all trading sessions and to deter and
detect violations of Exchange rules and
applicable Federal securities laws.
The Exchange’s current trading
surveillances focus on detecting
securities trading outside their normal
patterns. When such situations are
detected, surveillance analysis follows
and investigations are opened, where
appropriate, to review the behavior of
all relevant parties for all relevant
trading violations. The Exchange is able
to obtain information regarding trading
in the Units, the physical commodities
included in, or options, futures or
options on futures on, Units through
ETP Holders, in connection with such
ETP Holders’ proprietary or customer
trades through ETP Holders which they
effect on any relevant market. The
Exchange can obtain market
surveillance information, including
customer identity information, with
respect to transactions occurring on
exchanges that are members of the
Intermarket Surveillance Group (‘‘ISG’’),
including CME, CBOT, COMEX,
NYMEX (all of which are part of CME
Group, Inc.) and ICE Futures. In
addition, the Exchange currently has in
place a comprehensive surveillance
sharing agreement with the LME and
KCBT for the purpose of providing
information in connection with trading
in or related to futures contracts traded
on LME and KCBT, respectively. A list
of ISG members is available at https://
www.isgportal.org.23
23 The Exchange notes that not all Other Related
Investments may trade on markets that are members
of ISG or with which the Exchange has in place a
comprehensive surveillance sharing agreement.
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mstockstill on DSK4VPTVN1PROD with NOTICES
In addition, with respect to each
Fund’s futures contracts traded on
exchanges, not more than 10% of the
weight of such futures contracts in the
aggregate shall consist of components
whose principal trading market is not a
member of ISG or is a market with
which the Exchange does not have a
comprehensive surveillance sharing
agreement.
The Exchange also has a general
policy prohibiting the distribution of
material, non-public information by its
employees.
Information Bulletin
Prior to the commencement of
trading, the Exchange will inform its
ETP Holders in an Information Bulletin
of the special characteristics and risks
associated with trading the Units.
Specifically, the Information Bulletin
will discuss the following: (1) The risks
involved in trading the Units during the
Opening and Late Trading Sessions
when an updated IFV will not be
calculated or publicly disseminated; (2)
the procedures for purchases and
redemptions of Units in Creation
Baskets and Redemption Baskets (and
that Units are not individually
redeemable); (3) NYSE Arca Equities
Rule 9.2(a), which imposes a duty of
due diligence on its ETP Holders to
learn the essential facts relating to every
customer prior to trading the Units; (4)
how information regarding the IFV is
disseminated; (5) the requirement that
ETP Holders deliver a prospectus to
investors purchasing newly issued Units
prior to or concurrently with the
confirmation of a transaction; and (6)
trading information.
In addition, the Information Bulletin
will advise ETP Holders, prior to the
commencement of trading, of the
prospectus delivery requirements
applicable to a Fund. The Exchange
notes that investors purchasing Units
directly from a Fund will receive a
prospectus. ETP Holders purchasing
Units from a Fund for resale to investors
will deliver a prospectus to such
investors. The Information Bulletin will
also discuss any exemptive, no-action
and interpretive relief granted by the
Commission from any rules under the
Act.
In addition, the Information Bulletin
will reference that a Fund is subject to
various fees and expenses described in
the Registration Statement. The
Information Bulletin will also reference
that the CFTC has regulatory
jurisdiction over the trading of futures
contracts traded on U.S. markets.
The Information Bulletin will also
disclose the trading hours of the Units
of a Fund and that the NAV for the
VerDate Mar<15>2010
16:58 Sep 08, 2011
Jkt 223001
Units is calculated after 4 p.m. E.T. each
trading day. The Bulletin will disclose
that information about the Units of a
Fund is publicly available on the Fund’s
Web site.
2. Statutory Basis
The basis under the Act for this
proposed rule change is the requirement
under Section 6(b)(5) 24 that an
exchange have rules that are designed to
prevent fraudulent and manipulative
acts and practices, to promote just and
equitable principles of trade, to remove
impediments to, and perfect the
mechanism of a free and open market
and, in general, to protect investors and
the public interest.
The Exchange believes that the
proposed rule change is designed to
prevent fraudulent and manipulative
acts and practices in that the Units will
be listed and traded on the Exchange
pursuant to the initial and continued
listing criteria in NYSE Arca Equities
Rule 8.200 and Commentary .02 thereto.
The Exchange has in place surveillance
procedures that are adequate to properly
monitor trading in the Units in all
trading sessions and to deter and detect
violations of Exchange rules and
applicable federal securities laws. The
Exchange may obtain information via
ISG from other exchanges that are
members of ISG or with which the
Exchange has entered into a
comprehensive surveillance sharing
agreement. The closing prices and
settlement prices of the futures contracts
held by the Funds are readily available
from the websites of the relevant
Futures Exchanges, automated quotation
systems, published or other public
sources, or on-line information services
such as Bloomberg or Reuters. The
relevant Futures Exchanges also provide
delayed futures information on current
and past trading sessions and market
news free of charge on their respective
Web sites. Quotation and last sale
information for the Units will be
available via CTA. In addition, the
Funds’ Web sites will display the
applicable end of day closing index
levels and NAV. The Funds’ total
portfolio composition will be disclosed
on the Funds’ Web sites.
The proposed rule change is designed
to promote just and equitable principles
of trade and to protect investors and the
public interest in that a large amount of
information is publicly available
regarding the Funds and the Units,
thereby promoting market transparency.
NYSE Arca will calculate and
disseminate throughout the Core
Trading Session on each trading day an
24 15
PO 00000
U.S.C. 78f(b)(5).
Frm 00102
Fmt 4703
Sfmt 4703
updated IFV. Trading in Units of the
Funds will be halted if the circuit
breaker parameters in NYSE Arca
Equities Rule 7.12 have been reached or
because of market conditions or for
reasons that, in the view of the
Exchange, make trading in the Units
inadvisable. Moreover, prior to the
commencement of trading, the Exchange
will inform its ETP Holders in an
Information Bulletin of the special
characteristics and risks associated with
trading the Units.
The proposed rule change is designed
to perfect the mechanism of a free and
open market and, in general, to protect
investors and the public interest in that
it will facilitate the listing and trading
of additional types of actively-managed
exchange-traded products that will
enhance competition among market
participants, to the benefit of investors
and the marketplace. As noted above,
the Exchange has in place surveillance
procedures relating to trading in the
Units and may obtain information via
ISG from other exchanges that are
members of ISG or with which the
Exchange has entered into a
comprehensive surveillance sharing
agreement. In addition, as noted above,
investors will have ready access to
information regarding the Funds’
holdings, IFV, and quotation and last
sale information for the Units.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period (i)
as the Commission may designate up to
90 days of such date if it finds such
longer period to be appropriate and
publishes its reasons for so finding or
(ii) as to which the self-regulatory
organization consents, the Commission
will:
(A) By order approve or disapprove
the proposed rule change, or
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Federal Register / Vol. 76, No. 175 / Friday, September 9, 2011 / Notices
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NYSEArca–2011–63 on the
subject line.
mstockstill on DSK4VPTVN1PROD with NOTICES
Paper comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–NYSEArca–2011–63. This
file number should be included on the
subject line if e-mail is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street, NE.,
Washington, DC 20549, on official
business days between the hours of 10
a.m. and 3 p.m. Copies of such filing
also will be available for inspection and
copying at the principal office of the
Exchange. All comments received will
be posted without change; the
Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–
NYSEArca–2011–63 and should be
submitted on or before September 30,
2011.
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16:58 Sep 08, 2011
Jkt 223001
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.25
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011–23035 Filed 9–8–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–65256; File No. SR–C2–
2011–008]
Self-Regulatory Organizations; C2
Options Exchange, Incorporated;
Order Approving Proposed Rule
Change to Establish a Pilot Program
To List and Trade a p.m.-Settled CashSettled S&P 500 Index Option Product
September 2, 2011.
I. Introduction
On February 28, 2011, C2 Options
Exchange, Incorporated (the ‘‘Exchange’’
or ‘‘C2’’) filed with the Securities and
Exchange Commission (‘‘Commission’’),
pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 a
proposed rule change to permit the
listing and trading of p.m.-settled, cashsettled options on the Standard & Poor’s
500 Index (‘‘S&P 500’’). The proposed
rule change was published for comment
in the Federal Register on March 8,
2011.3 The Commission received seven
comment letters on the proposal, some
of which urged the Commission to
disapprove the proposal.4 C2 responded
to the comment letters in a response
letter dated April 20, 2011.5 To ensure
that the Commission had sufficient time
to consider and take action on the
Exchange’s proposal in light of, among
other things, the comments received on
the proposal, the Commission extended
the time period in which to either
approve the proposed rule change,
disapprove the proposed rule change, or
institute proceedings to determine
25 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 See Securities Exchange Act Release No. 64011
(March 2, 2011), 76 FR 12775 (‘‘Notice’’).
4 See Letters to Elizabeth M. Murphy, Secretary,
Commission, from Randall Mayne, Blue Capital
Group, dated March 18, 2011 and April 28, 2011
(‘‘Mayne Letter 1’’ and ‘‘Mayne Letter 2’’); Michael
J. Simon, Secretary, International Securities
Exchange, LLC (‘‘ISE’’), dated March 29, 2011 and
May 11, 2011 (‘‘ISE Letter 1’’ and ‘‘ISE Letter 2’’);
Andrew Stevens, Legal Counsel, IMC Financial
Markets, dated March 24, 2011 (‘‘IMC Letter’’); John
Trader, dated April 20, 2011 (‘‘Trader Letter’’); and
JP, dated April 30, 2011 (‘‘JP Letter’’).
5 See Letter to Elizabeth M. Murphy, Secretary,
Commission, from Joanne Moffic-Silver, Secretary,
C2, dated April 20, 2011 (‘‘C2 Response Letter’’).
1 15
PO 00000
Frm 00103
Fmt 4703
Sfmt 4703
55969
whether to disapprove the proposed
rule change, to June 6, 2011.6
In order to solicit additional input
from interested parties, including
relevant data and analysis, on the issues
presented by C2’s proposed rule change,
on June 3, 2011, the Commission
instituted proceedings to determine
whether to approve or disapprove C2’s
proposal.7 In its order instituting the
proceedings, the Commission
specifically noted its interest in
receiving additional data and analysis
relating to the potential effect that
proposed p.m.-settled index options
could have on the underlying cash
equities markets. In response to the
proceedings, the Commission received
an additional three comment letters on
the proposal as well as a rebuttal letter
from C2.8 This order approves the
proposed rule change on a 14-month
pilot basis.
II. Description of the Proposal
The Exchange’s proposal would
permit it to list and trade cash-settled
S&P 500 index options with thirdFriday-of-the-month (‘‘Expiration
Friday’’) expiration dates for which the
exercise settlement value will be based
on the index value derived from the
closing prices of component securities
(‘‘p.m.-settled’’). The proposed contract
(referred to as ‘‘SPXPM’’) would use a
$100 multiplier, and the minimum
trading increment would be $0.05 for
options trading below $3.00 and $0.10
for all other series. Strike price intervals
would be set no less than 5 points apart.
Consistent with existing rules for index
options, the Exchange would allow up
to twelve near-term expiration months,
as well as LEAPS. Expiration processing
would occur on the Saturday following
Expiration Friday. The product would
have European-style exercise and would
not be subject to position limits, though
there would be enhanced reporting
requirements.
The Exchange proposes that the
SPXPM product be approved on a pilot
basis for an initial period of fourteen
months. As part of the pilot program,
the Exchange committed to submit a
pilot program report to the Commission
at least two months prior to the
6 See Securities Exchange Act Release No. 64266
(April 8, 2011), 76 FR 20757 (April 13, 2011).
7 See Securities Exchange Act Release No. 64599
(June 3, 2011), 76 FR 33798 (June 9, 2011).
8 See Letters to Elizabeth M. Murphy, Secretary,
Commission, from Michael J. Simon, Secretary,
International Securities Exchange, LLC dated July
11, 2011 (‘‘ISE Letter 3’’); William J. Brodsky,
Chairman and Chief Executive Officer, C2, dated
July 11, 2011 (‘‘CBOE Letter 3’’); Thomas Foertsch,
President, Exchange Capital Resources, dated July
11, 2011; and William J. Brodsky, Chairman and
Chief Executive Officer, C2, dated July 25, 2011.
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[Federal Register Volume 76, Number 175 (Friday, September 9, 2011)]
[Notices]
[Pages 55956-55969]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-23035]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-65249; File No. SR-NYSEArca-2011-63]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change To List and Trade Shares of the United States
Metals Index Fund, the United States Agriculture Index Fund and the
United States Copper Index Fund Under NYSE Arca Equities Rule 8.200
September 2, 2011.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on August 19, 2011, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE
Arca'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to list and trade shares of the United States
Metals Index Fund (``USMI''), the United States Agriculture Index Fund
(``USAI'') and the United States Copper Index Fund (``USCUI'')
(together, the ``Funds'') under NYSE Arca Equities Rule 8.200. The text
of the proposed rule change is available at the Exchange, the
Commission's Public Reference Room, and https://www.nyse.com.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
NYSE Arca Equities Rule 8.200, Commentary .02 permits the trading
of Trust Issued Receipts either by listing or pursuant to unlisted
trading privileges (``UTP'').\3\ The Exchange proposes to list and
trade shares (``Units'') of the Funds pursuant to NYSE Arca Equities
Rule 8.200.
---------------------------------------------------------------------------
\3\ Commentary .02 to NYSE Arca Equities Rule 8.200 applies to
Trust Issued Receipts that invest in ``Financial Instruments.'' The
term ``Financial Instruments,'' as defined in Commentary .02(b)(4)
to NYSE Arca Equities Rule 8.200, means any combination of
investments, including cash; securities; options on securities and
indices; futures contracts; options on futures contracts; forward
contracts; equity caps, collars and floors; and swap agreements.
---------------------------------------------------------------------------
The Exchange notes that the Commission has previously approved the
listing and trading of other issues of Trust Issued Receipts on the
American Stock Exchange LLC,\4\ trading on NYSE Arca pursuant to
unlisted trading privileges (``UTP''),\5\ and listing on NYSE Arca.\6\
Among these is the United States Commodity Index Fund, which, like the
Funds, is a series of the United States Commodity Index Funds Trust
(``Trust'').\7\ In addition, the Commission has approved the listing
and trading of other exchange-traded fund-like products linked to the
performance of underlying commodities.\8\
---------------------------------------------------------------------------
\4\ See, e.g., Securities Exchange Act Release No. 58161 (July
15, 2008), 73 FR 42380 (July 21, 2008) (SR-Amex-2008-39).
\5\ See, e.g., Securities Exchange Act Release No. 58163 (July
15, 2008), 73 FR 42391 (July 21, 2008) (SR-NYSEArca-2008-73).
\6\ See, e.g., Securities Exchange Act Release No. 58457
(September 3, 2008), 73 FR 52711 (September 10, 2008) (SR-NYSEArca-
2008-91).
\7\ See Securities Exchange Act Release No. 62527 (July 19,
2010), 75 FR 43606 (July 26, 2010) (SR-NYSEArca-2010-44) (order
approving listing on the Exchange of United States Commodity Index
Fund).
\8\ See, e.g., Securities Exchange Act Release Nos. 57456 (March
7, 2008), 73 FR 13599 (March 13, 2008) (SR-NYSEArca-2007-91) (order
granting accelerated approval for NYSE Arca listing the iShares GS
Commodity Trusts); 59781 (April 17, 2009), 74 FR 18771 (April 24,
2009) (SR-NYSEArca-2009-28) (order granting accelerated approval for
NYSE Arca listing the ETFS Silver Trust); 59895 (May 8, 2009), 74 FR
22993 (May 15, 2009) (SR-NYSEArca-2009-40) (order granting
accelerated approval for NYSE Arca listing the ETFS Gold Trust);
61219 (December 22, 2009), 74 FR 68886 (December 29, 2009) (order
approving listing on NYSE Arca of the ETFS Platinum Trust).
---------------------------------------------------------------------------
The Units represent beneficial ownership interests in the Funds, as
described in the Registration Statement.\9\ The Funds are commodity
[[Page 55957]]
pools that are series of the Trust, a Delaware statutory trust. The
Funds are managed and controlled by United States Commodity Funds LLC
(``Sponsor''). The Sponsor is a Delaware limited liability company that
is registered as a commodity pool operator (``CPO'') with the Commodity
Futures Trading Commission (``CFTC'') and is a member of the National
Futures Association (``NFA'').
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\9\ See the Funds' registration statement on Form S-1 for the
United States Commodity Index Funds Trust, dated November 24, 2010
(File No. 333-170844) relating to the Funds (``Registration
Statement''). The discussion herein relating to the Trust and the
Units is based, in part, on the Registration Statement.
---------------------------------------------------------------------------
United States Metals Index Fund (``USMI'')
According to the Registration Statement, the investment objective
of USMI is 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 Metals Index Total Return (the ``Metals
Index''), less USMI's expenses. The Metals Index is designed to reflect
the performance of a diversified group of metals. The Metals Index is
owned and maintained by SummerHaven Index Management, LLC
(``SummerHaven Indexing'') and calculated and published by the
Exchange.
The Metals Index is a metal sector index designed to broadly
represent industrial and precious metals while overweighting the
components that are assessed to be in a low inventory state and
underweighting the components assessed to be in a high inventory state.
The Metals Index consists of six (6) base metals and four (4) precious
metals. The base metals are aluminum, copper, zinc, nickel, tin, and
lead. The precious metals are gold, silver, platinum, and palladium.
Each metal is assigned a base weight based on an assessment of market
liquidity and the metal's overall economic importance.
Academic research by Professors Gorton, Rouwenhorst and Hayashi has
shown that commodities in relatively low inventory states tend to have
higher returns than commodities in relatively high inventory
states.\10\ Furthermore, relative inventory comparisons can be
estimated by the price-based signals of momentum and basis. Momentum is
the percentage price change in a commodity over the previous year.
Basis is the annualized percentage difference between the nearest-to-
maturity contract and the second nearest-to-maturity contract. Using
these price-based signals, metals determined to be in low inventory
state will be weighted more heavily, and metals in high inventory state
will be weighted less heavily during any given month.
---------------------------------------------------------------------------
\10\ See ``The Fundamentals of Commodity Futures Returns,''
Gorton, Rouwenhorst and Hayashi (September 2008), Yale International
Center for Finance Working Paper No. 07-08.
---------------------------------------------------------------------------
The Metals Index is rules-based and is rebalanced monthly based on
observable price signals described above. In this context, the term
``rules-based'' is meant to indicate that the composition of the Metals
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 included in the Metals Index. Such formulas are
not subject to adjustment based on other factors.
Futures contracts for metals in the Metals Index that are traded on
New York Mercantile Exchange (``NYMEX''), London Metal Exchange
(``LME''), and Commodity Exchange, Inc. (``COMEX'') are collectively
referred to herein as ``Eligible Metals Futures Contracts.'' The 10
Eligible Metals Futures Contracts that at any given time have been
designated as a component of the Metals Index are referred to as the
``Benchmark Component Metals Futures Contracts.'' The relative
weighting of the Benchmark Component Metals Futures Contracts will
change on a monthly basis, based on quantitative formulas developed by
SummerHaven Indexing relating to the prices of the Benchmark Component
Metals Futures Contracts.
The overall return on the Metals Index is generated by two
components: (i) Uncollateralized returns from the Benchmark Component
Metals Futures Contracts comprising the Metals 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 Bill published by the
U.S. Department of the Treasury. Information regarding the Metals Index
methodology may also be accessed by the public from SummerHaven
Indexing's Web site at https://www.summerhavenindex.com.
Because the Metals 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 Metals 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 Futures Exchange \11\ ceases trading in all contract
expirations relating to a particular Benchmark Component Metals Futures
Contract, SummerHaven Indexing may designate a replacement contract on
the particular metal. The replacement contract must satisfy the
eligibility criteria for inclusion in the Metals Index. To the extent
practicable, the replacement will be effected during the next monthly
review of the composition of the Metals 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 Benchmark Component Metals Futures Contract and
the replacement contract with respect to contractual specifications and
contract expirations.
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\11\ COMEX, NYMEX, LME, Kansas City Board of Trade (``KCBT''),
ICE Futures (``ICE Futures''), Chicago Board of Trade (``CBOT'') and
Chicago Mercantile Exchange (``CME'') are referred to, collectively,
as the ``Futures Exchanges.''
---------------------------------------------------------------------------
If a Benchmark Component Metals Futures Contract is eliminated and
there is no replacement contract, the underlying metal will necessarily
drop out of the Metals Index.
USMI will seek to achieve its investment objective by investing to
the fullest extent possible in Benchmark Component Metals Futures
Contracts. Then, if constrained by regulatory requirements (as
described below) or in view of market conditions (as described below),
USMI will invest next in other Eligible Metals Futures Contracts based
on the same metal as the futures contracts subject to such regulatory
constraints or market conditions, and finally, to a lesser extent, in
other exchange-traded futures contracts that are economically identical
or substantially similar to the Benchmark Component Metals Futures
Contracts if one or more other Eligible Metals Futures Contracts is not
available. When USMI has invested to the fullest extent possible in
exchange-traded futures contracts, USMI may then invest in other
contracts and instruments based on the Benchmark Component Metals
Futures Contracts or the metals included in the Metals Index, such as
cash-settled options, forward contracts, cleared swap contracts and
swap contracts other than cleared swap contracts. Other exchange-traded
futures contracts that are economically identical or substantially
similar to the Benchmark Component Metals Futures Contracts and other
contracts and instruments based on the Benchmark Component Metals
Futures Contracts, as
[[Page 55958]]
well as metals included in the Metals Index, are collectively referred
to as ``Other Metals-Related Investments,'' and together with Benchmark
Component Metals Futures Contracts and other Eligible Metals Futures
Contracts, ``Metals Interests.''
Regulatory Requirements. As noted above, USMI may at times invest
in other Eligible Metal Futures Contracts based on the same metal as
the futures contracts subject to regulatory constraints (as described
below), and then, to a lesser extent, in Other Metals-Related
Investments in order to comply with regulatory requirements. An example
of such regulatory requirements would be if USMI is required by law or
regulation, or by one of its regulators, including a Futures Exchange,
to reduce its position in one or more Benchmark Component Metals
Futures Contracts to the applicable position limit or to a specified
accountability level for such contracts, USMI's assets could be
invested in one or more other Eligible Metal Futures Contracts. If one
or more such Eligible Metal Futures Contracts were unavailable or
economically impracticable, USMI could invest in Other Metals-Related
Investments that are intended to replicate the return on the Metals
Index or particular Benchmark Component Metals Futures Contracts.
Another example would be if, because USMI's assets were reaching higher
levels, it exceeded position limits, accountability levels or other
regulatory limits and, to avoid triggering such limits or levels, it
invested in one or more other Eligible Metal Futures Contracts to the
extent practicable and then in Other Metals-Related Investments. \12\
---------------------------------------------------------------------------
\12\ Pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act, the CFTC has been tasked with implementing rules and
regulations that are expected to impact position limits and
visibility levels and other regulatory requirements that will be
applicable to the Funds and their respective holdings.
---------------------------------------------------------------------------
When investing in Other Metals-Related Investments, USMI will first
invest in other exchange traded futures contracts that are economically
identical or substantially similar to the Benchmark Component Metals
Futures Contracts and then in cash-settled options, forward contracts,
cleared swap contracts and swap contracts other than cleared swap
contracts.
Market Conditions. As also noted above, there may be market
conditions that could cause USMI to invest in other Eligible Metal
Futures Contracts that are based on the same metal as the futures
contracts subject to such market conditions (as described below). One
such type of market condition would be where demand for Benchmark
Component Metals Futures Contracts exceeded supply and as a result USMI
was able to obtain more favorable terms under other Eligible Metal
Futures Contracts. An example of more favorable terms would be where
the aggregate costs to USMI from investing in other Eligible Metal
Futures Contracts (including actual or expected direct costs such as
the costs to buy, hold, or sell such investments, as well as indirect
costs such as opportunity costs) were less than the costs of investing
in Benchmark Component Metal Futures Contracts. Only after USMI becomes
subject to position limits in any Eligible Metal Futures Contracts will
USMI invest in Other Metals-Related Investments to replicate exposure
to the Eligible Metal Futures Contract that is position-limited.
Generally, USMI will only invest in this manner in other Eligible Metal
Futures Contracts or Other Metals-Related Investments if it results in
materially more favorable terms, and if such investments result in a
specific benefit for USMI or its shareholders, such as being able to
more closely track its benchmark.
USMI's trading advisor is SummerHaven Investment Management, LLC
(``SummerHaven''). The Sponsor expects to manage USMI's investments
directly, using the trading advisory services of SummerHaven for
guidance with respect to the Metals Index and the Sponsor's selection
of investments on behalf of USMI. The Sponsor is also authorized to
select futures commission merchants to execute USMI's transactions in
Benchmark Component Metals Futures Contracts, other Eligible Metal
Futures Contracts and Other Metals-Related Investments. The Sponsor,
SummerHaven Indexing and SummerHaven are not affiliated with a broker-
dealer and are subject to procedures designed to prevent the use and
dissemination of material nonpublic information regarding the Metals
Index or USMI's portfolio.\13\
---------------------------------------------------------------------------
\13\ The Sponsor represents that, in the event the Sponsor,
SummerHaven Indexing, or SummerHaven becomes affiliated with a
broker-dealer, it will implement a fire wall with respect to such
broker-dealer regarding access to information concerning the
composition and/or changes to a portfolio.
---------------------------------------------------------------------------
According to the Registration Statement, it is anticipated that
USMI will invest such that daily changes in USMI's NAV will closely
track the daily changes in the Metals Index.\14\ USMI's positions in
Metals Interests will be rebalanced on a monthly basis in order to
track the changing nature of the Metals Index. In order that USMI'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 Metals Futures Contracts, USMI'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 USMI's Metals Interests,
the Sponsor will invest the remainder of USMI's proceeds from the sale
of baskets in short-term obligations of the United States government
(``Treasury Securities'' or ``Treasuries'') or cash equivalents, and/or
hold such assets in cash (generally in interest-bearing accounts).
---------------------------------------------------------------------------
\14\ As of January 31, 2011, the Metals Index reflects
commodities in two commodity sectors: precious metals (representing
approximately 38% of the Metals Index) and industrial metals
(representing approximately 62% of the Metals Index).
---------------------------------------------------------------------------
According to the Registration Statement, the Sponsor endeavors to
place USMI's trades in Metals Interests and otherwise manage USMI's
investments so that A will be within plus/minus 10 percent of B, where:
A is the average daily percentage change in USMI's NAV for
any period of 30 successive NYSE Arca trading days as of which USMI
calculates its NAV, and
B is the average daily percentage change in the Metals
Index over the same period.
The table immediately below lists the eligible metals, the relevant
Futures Exchange on which each Eligible Metals Futures Contract is
listed and quotation details including imposed price and position
limits:
[[Page 55959]]
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Position limits--
Designated Accountability Accountability Position limits-- single month and
Commodity contract Exchange Units levels--single month levels--all months spot month all months Trading hours (E.T.)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Aluminum...................... High Grade LME.......... 25 metric tons.. None................. None................. None............ None............ 06:55 AM: 12:00 PM
Primary
Aluminum.
Copper........................ Copper.......... COMEX........ 25,000 lbs...... 5000................. 5000................. 1200............ None............ 08:10 AM-1:00 PM
Lead.......................... Lead............ LME.......... 25 metric tons.. None................. None................. None............ None............ 07:15 AM: 11:45 AM
Nickel........................ Primary Nickel.. LME.......... 6 metric tons... None................. None................. None............ None............ 07:10 AM: 11:50 AM
Tin........................... Tin............. LME.......... 5 metric tons... None................. None................. None............ None............ 07:05 AM: 11:40 AM
Zinc.......................... Special High LME.......... 25 metric tons.. None................. None................. None............ None............ 06:50 AM: 11:35 AM
Grade Zinc.
Gold.......................... Gold............ COMEX........ 100 troy oz. 6000................. 6000................. 3000............ None............ 08:20 AM-1:05 PM
Silver........................ Silver.......... COMEX........ 5,000 troy oz. 6000................. 6000................. 1500............ None............ 08:25 AM-1:25 PM
Platinum...................... Platinum........ NYMEX........ 50 troy oz. 1500................. 1500................. None............ None............ 08:30 AM-1:00 PM
Palladium..................... Palladium....... NYMEX........ 100 troy oz. 1000................. 1000................. 650............. None............ 08:20 AM-1:30 PM
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
The Sponsor believes that market arbitrage opportunities will cause
USMI's Unit price on NYSE Arca to closely track USMI's NAV per Unit.
The Sponsor believes that the net effect of this expected relationship
and the expected relationship described above between USMI's NAV and
the Metals Index will be that the changes in the price of USMI's Units
on NYSE Arca will closely track, in percentage terms, changes in the
Metals Index, less USMI's expenses.
According to the Registration Statement, the Benchmark Component
Metals Futures Contracts for each metal will remain in the Metals Index
from month to month. Weights for each of the Benchmark Component Metals
Futures Contracts are determined for the next month. The methodology
used to calculate the Metals Index weighting is based solely on
quantitative data using observable futures prices and is not subject to
human bias. The monthly weighting selection is a three-step process
based upon examination of the relevant futures prices for each metal.
For each metal in the Metals Index, the index selects a specific
Benchmark Component Metals Futures Contract with a tenor (i.e.,
contract month) among the Eligible Metals Futures Contracts based upon
the relative prices of the Benchmark Component Metals Futures Contract
within the eligible range of contract months. The previous
notwithstanding, the contract expiration is not changed for that month
if a Benchmark Component Metals Futures Contract remains in the Metals
Index, as long as the contract does not expire or enter its notice
period in the subsequent month.
In the event of a commodity futures market where near month
contracts to expire trade at a higher price than next month contracts
to expire, a situation referred to as ``backwardation,'' then absent
the impact of the overall movement in commodity prices, the value of
the Metals Index would tend to rise as it approaches expiration. As a
result USMI may benefit because it would be selling more expensive
contracts and buying less expensive ones on an ongoing basis.
Conversely, in the event of a commodity futures market where near month
contracts trade at a lower price than next month contracts, a situation
referred to as ``contango,'' then absent the impact of the overall
movement in commodity prices, the value of the Metals Index would tend
to decline as it approaches expiration. As a result USMI's total return
may be lower than might otherwise be the case because it would be
selling less expensive contracts and buying more expensive ones. The
impact of backwardation and contango may cause the total return of USMI
to vary significantly from the total return of other price references,
such as the spot price of the commodities comprising the Metals Index.
In the event of a prolonged period of contango, and absent the impact
of rising or falling commodity prices, this could have a significant
negative impact on USMI's NAV and total return.
USMI will invest in Metals Interests to the fullest extent possible
without being leveraged or unable to satisfy its expected current or
potential margin or collateral obligations with respect to its
investments in Metals Interests. The primary focus of the Sponsor is
the investment in Metals Interests and the management of USMI's
investments in Treasury Securities, cash and/or cash equivalents.
The Sponsor will employ a ``neutral'' investment strategy for USMI
intended to track the changes in the Metals Index regardless of whether
the Metals Index goes up or goes down. USMI's ``neutral'' investment
strategy is designed to permit investors generally to purchase and sell
USMI's Units for the purpose of investing indirectly in the commodities
market in a cost-effective manner, and/or to permit participants in the
commodities or other industries to hedge the risk of losses in their
commodity-related transactions. Accordingly, depending on the
investment objective of an individual investor, the risks generally
associated with investing in the commodities market and/or the risks
involved in hedging may exist. In addition, an investment in USMI
involves the risks that the changes in the price of the USMI's Units
will not accurately track the changes in the Metals Index, and that
changes in the Metals Index will not closely correlate with changes in
the spot prices of the commodities underlying the Benchmark Component
Metals Futures Contracts. Furthermore, USMI also invests in short-term
Treasury Securities or holds cash to meet its current or potential
margin or collateral requirements with respect to its investments in
Metals Interests and invests cash not required to be used as margin or
collateral. There is not expected to be any meaningful
[[Page 55960]]
correlation between the performance of USMI's investments in Treasury
Securities, cash or cash equivalents and the changes in the price of
the Metals Index. While the level of interest earned on or the market
price of these investments may in some respect correlate to changes in
the price of the Metals Index, this correlation is not anticipated as
part of the USMI's efforts to meet its objectives. This and certain
risk factors discussed in the Registration Statement may cause a lack
of correlation between changes in USMI's NAV and changes in the price
of the Metals Index. The Sponsor does not intend to operate USMI in a
fashion such that its per Unit NAV will equal, in dollar terms, the
spot prices of the commodities underlying the Benchmark Component
Metals Futures Contracts that comprise the Metals Index or the prices
of any particular group of Benchmark Component Metals Futures
Contracts.
United States Agriculture Index Fund (``USAI'')
According to the Registration Statement, the investment objective
of USAI is for the daily changes in percentage terms of its Units' NAV
to reflect the daily changes in percentage terms of the SummerHaven
Dynamic Agriculture Index Total Return (the ``Agriculture Index''),
less USAI's expenses. The Agriculture Index is designed to reflect the
performance of a diversified group of agricultural commodities. The
Agriculture Index is owned and maintained by SummerHaven Indexing and
calculated and published by the Exchange.
The Agriculture Index is an agricultural sector index designed to
broadly represent major agricultural commodities while overweighting
the components that are assessed to be in a low inventory state and
underweighting the components assessed to be in a high inventory state.
The Agriculture Index consists of fourteen agricultural markets:
soybeans, corn, soft red winter wheat, hard red winter wheat, soybean
oil, soybean meal, canola, sugar, cocoa, coffee, cotton, live cattle,
feeder cattle and lean hogs. Each agricultural commodity is assigned a
base weight based on an assessment of market liquidity and the
commodity's overall economic importance. Each commodity is U.S. Dollar
based, with the exception of canola, which is quoted in Canadian
Dollars and converted to U.S. Dollars for the purpose of the
Agriculture Index calculation.
Academic research by Professors Gorton, Rouwenhorst and Hayashi has
shown that commodities in relatively low inventory states tend to have
higher returns that [sic] commodities in relatively high inventory
states.\15\ Furthermore, relative inventory comparisons can be
estimated by the price-based signals of momentum and basis. Momentum is
the percentage price change in a commodity over the previous year.
Basis is the annualized percentage difference between the nearest-to-
maturity contract and the second nearest-to-maturity contract. Using
these price-based signals, agricultural commodities determined to be in
low inventory state will be weighted more heavily, and agricultural
commodities in high inventory state will be weighted less heavily
during any given month.
---------------------------------------------------------------------------
\15\ See note 10, supra.
---------------------------------------------------------------------------
The Agriculture Index is rules-based and rebalanced monthly based
on observable price signals described above. In this context, the term
``rules-based'' is meant to indicate that the composition of the
Agriculture 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 included in the Agriculture Index. Such
formulas are not subject to adjustment based on other factors.
Futures contracts for agricultural commodities in the Agriculture
Index that are currently traded on the ICE Futures, CBOT, CME, KCBT and
ICE Canada are collectively referred to herein as ``Eligible
Agriculture Futures Contracts.'' The 14 Eligible Agriculture Futures
Contracts that at any given time have been designated as a component of
the Agriculture Index are referred to as the ``Benchmark Component
Agriculture Futures Contracts.'' The relative weighting of the
Benchmark Component Agriculture Futures Contracts will change on a
monthly basis, based on quantitative formulas developed by SummerHaven
Indexing relating to the prices of the Benchmark Component Agriculture
Futures Contracts.
The overall return on the Agriculture Index is generated by two
components: (i) uncollateralized returns from the Benchmark Component
Agriculture Futures Contracts comprising the Agriculture 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
Bill published by the U.S. Department of the Treasury. Because the
Agriculture 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 Agriculture 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. Information
regarding the Agriculture Index methodology may also be accessed by the
public from SummerHaven Indexing's Web site at https://www.summerhavenindex.com.
If a Futures Exchange ceases trading in all contract expirations
relating to a particular Benchmark Component Agriculture Futures
Contract, SummerHaven Indexing may designate a replacement contract on
the particular agricultural commodity. The replacement contract must
satisfy the eligibility criteria for inclusion in the Agriculture
Index. To the extent practicable, the replacement will be effected
during the next monthly review of the composition of the Agriculture
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 Benchmark Component
Agriculture Futures Contract and the replacement contract with respect
to contractual specifications and contract expirations.
If a Benchmark Component Agriculture Futures Contract is eliminated
and there is no replacement contract, the underlying agricultural
commodity will necessarily drop out of the Agriculture Index.
USAI will seek to achieve its investment objective by investing to
the fullest extent possible in Benchmark Component Agriculture Futures
Contracts. Then, if constrained by regulatory requirements (described
below) or in view of market conditions (described below), USAI will
invest next in other Eligible Agriculture Futures Contracts based on
the same agricultural commodity as the futures contracts subject to
such regulatory constraints or market conditions, and finally, to a
lesser extent, in other exchange traded futures contracts that are
economically identical or substantially similar to the Benchmark
Component Agriculture Futures Contracts, if one or more Eligible
Agriculture Futures Contracts is
[[Page 55961]]
not available. When USAI has invested to the fullest extent possible in
exchange-traded futures contracts, USAI may then invest in other
contracts and instruments based on the Benchmark Component Agriculture
Futures Contracts or the agricultural commodities included in the
Agriculture Index, such as cash-settled options, forward contracts,
cleared swap contracts and swap contracts other than cleared swap
contracts. Other exchange-traded futures contracts that are
economically identical or substantially similar to the Benchmark
Component Agriculture Futures Contracts and other contracts and
instruments based on the Benchmark Component Agriculture Futures
Contracts, as well as metals included in the Agriculture Index, are
collectively referred to as ``Other Agriculture-Related Interests,''
and together with Benchmark Component Agriculture Futures Contracts and
other Eligible Agriculture Futures Contracts, ``Agriculture
Interests.''
Regulatory Requirements. As noted above, USAI may at times invest
in Eligible Agriculture Futures Contracts based on the same
agricultural commodity as the futures contracts subject to regulatory
constraints (as described below), and then to a lesser extent in Other
Agriculture-Related Investments in order to comply with regulatory
requirements. An example of such regulatory requirements would be if
USAI is required by law or regulation, or by one of its regulators,
including a Futures Exchange, to reduce its position in one or more
Benchmark Component Agriculture Futures Contracts to the applicable
position limit or to a specified accountability level for such
contracts, USAI's assets could be invested in one or more other
Eligible Agriculture Futures Contracts. If one or more such Eligible
Agriculture Futures Contracts was unavailable or economically
impracticable, USAI could invest in Other Agriculture-Related
Investments that are intended to replicate the return on the
Agriculture Index or particular Benchmark Component Agriculture Futures
Contracts. Another example would be if because USAI's assets were
reaching higher levels, it exceeded position limits, accountability
levels or other regulatory limits and, to avoid triggering such limits
or levels, it invested in one or more other Eligible Agriculture
Futures Contracts to the extent practicable and then in Other
Agriculture-Related Investments.
When investing in Other Agriculture-Related Investments, USAI will
first invest in other exchange traded futures contracts that are
economically identical or substantially similar to the Benchmark
Component Agriculture Futures Contracts and then in cash settled
options, forward contracts, cleared swap contracts and swap contracts
other than cleared swap contracts.
Market Conditions. As also noted above, there may be market
conditions that could cause USAI to invest in other Eligible
Agriculture Futures Contracts that are based on the same agricultural
commodity as the futures contracts subject to such market conditions
(as described below). One such type of market condition would be where
demand for Benchmark Component Agriculture Futures Contracts exceeded
supply and as a result USAI was able to obtain more favorable terms
under other Eligible Agriculture Futures Contracts. An example of more
favorable terms would be where the aggregate costs to USAI from
investing in other Eligible Agriculture Futures Contracts or Other
Agriculture-Related Investments (including actual or expected direct
costs such as the costs to buy, hold, or sell such investments, as well
as indirect costs such as opportunity costs) were less than the costs
of investing in Benchmark Component Agriculture Futures Contracts. Only
after USAI becomes subject to position limits in any Eligible
Agriculture Futures Contract will USAI invest in Other Agriculture-
Related Investments to replicate exposure to the Eligible Agriculture
Futures Contract that is position-limited. Generally, USAI will only
invest in this manner in other Eligible Agriculture Futures Contracts
or Other Agriculture-Related Investments if it results in materially
more favorable terms, and if such investments result in a specific
benefit for USAI or its shareholders, such as being able to more
closely track its benchmark.
USAI's trading advisor is SummerHaven. The Sponsor expects to
manage USAI's investments directly, using the trading advisory services
of SummerHaven for guidance with respect to the Agriculture Index and
the Sponsor's selection of investments on behalf of USAI. The Sponsor
is also authorized to select futures commission merchants to execute
USAI's transactions in Benchmark Component Agriculture Futures
Contracts, other Eligible Agriculture Futures Contracts and Other
Agriculture-Related Investments. The Sponsor, SummerHaven Indexing and
SummerHaven are not affiliated with a broker-dealer and are subject to
procedures designed to prevent the use and dissemination of material
nonpublic information regarding the Agriculture Index or USAI's
portfolio.\16\
---------------------------------------------------------------------------
\16\ See note 13, supra.
---------------------------------------------------------------------------
According to the Registration Statement, it is anticipated that
USAI will invest such that daily changes in USAI's NAV will closely
track the daily changes in the Agriculture Index.\17\ USAI's positions
in Agriculture Interests will be rebalanced on a monthly basis in order
to track the changing nature of the Agriculture Index. In order that
USAI'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 Agriculture Futures Contracts, USAI'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
USAI's Agriculture Interests, the Sponsor will invest the remainder of
USAI's proceeds from the sale of baskets in Treasury Securities or cash
equivalents, and/or hold such assets in cash (generally in interest-
bearing accounts).
---------------------------------------------------------------------------
\17\ As of January 31, 2011, the Agriculture Index reflects
commodities in three commodity sectors: grains (representing
approximately 47% of the Agriculture Index), soft commodities (e.g.,
sugar, cotton, coffee, cocoa) (representing approximately 36% of the
Agriculture Index), and livestock (representing approximately 17% of
the Agriculture Index).
---------------------------------------------------------------------------
According to the Registration Statement, the Sponsor endeavors to
place USAI's trades in Agriculture Interests and otherwise manage
USAI's investments so that A will be within plus/minus 10 percent of B,
where:
A is the average daily percentage change in USAI's NAV for
any period of 30 successive NYSE Arca trading days as of which USAI
calculates its NAV, and
B is the average daily percentage change in the
Agriculture Index over the same period.
The table immediately below lists the eligible agricultural
commodities, the relevant Futures Exchange on which each Eligible
Agriculture Futures Contract is listed and quotation details.
[[Page 55962]]
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Position Position Position
Commodity Designated Exchange Units Accountability Accountability limits--spot limits--single limits--all Trading hours (E.T.)
contract levels--single month levels all months month month months
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Soybeans.................... Soybeans....... CBOT......... 5,000 bushels.. None................ None................ 600 6500.......... 10000...... 10:30 AM-2:15 PM
Corn........................ Corn........... CBOT......... 5,000 bushels.. None................ None................ 600 13500......... 22000...... 10:30 AM-2:15 PM
Soft Red Winter Wheat....... Soft Red Winter CBOT......... 5,000 bushels.. None................ None................ 600 5000.......... 6500....... 10:30 AM-2:15 PM
Wheat.
Hard Red Winter Wheat....... Hard Red Winter KCBT......... 5,000 bushels.. None................ None................ 600 5000.......... 6500....... 09:30 AM-1:15PM
Wheat.
Soybean Oil................. Soybean Oil.... CBOT......... 60,000 lbs..... None................ None................ 540 5000.......... 6500....... 10:30 AM-2:15 PM
Soybean Meal................ Soybean Meal... CBOT......... 100 tons....... None................ None................ 720 5000.......... 6500....... 09:30 AM-1:15 PM
Coffee...................... Coffee ``C''... ICE-US....... 37,500 lbs..... 5000................ 5000................ 500 5000.......... 5000....... 03:30 AM-2:00 PM
Cocoa....................... Cocoa.......... ICE-US....... 10 metric tons. 6000................ 6000................ 1000 None.......... None....... 04:00 AM-2:00 PM
Sugar....................... World Sugar No. ICE-US....... 112,000 lbs.... 10000............... 15000............... 5000 None.......... None....... 03:30 AM-2:00 PM
11.
Canola...................... Canola......... ICE-CANADA... 20 tonnes...... None................ None................ 1000 None.......... None....... 08:00 PM-2:15 PM
Cotton...................... Cotton......... ICE-US....... 50,000 lbs..... None................ None................ 300 3500.......... 5000....... 9:00 PM-2:30 PM
Feeder Cattle............... Feeder Cattle.. CME.......... 50,000 lbs..... None................ None................ 300 1950.......... None....... 09:05 AM-1:00 PM
Live Cattle................. Live Cattle.... CME.......... 40,000 lbs..... None................ None................ 450 6300.......... None....... 10:05 AM-2:00 PM
Lean Hogs................... Lean Hogs...... CME.......... 40,000 lbs..... None................ None................ 950 4150.......... None....... 09:05 AM-1:00 PM
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
The Sponsor believes that market arbitrage opportunities will cause
USAI's Unit price on NYSE Arca to closely track USAI's NAV per Unit.
The Sponsor believes that the net effect of this expected relationship
and the expected relationship described above between USAI's NAV and
the Agriculture Index will be that the changes in the price of USAI's
Units on NYSE Arca will closely track, in percentage terms, changes in
the Agriculture Index, less USAI's expenses.
According to the Registration Statement, the Benchmark Component
Agriculture Futures Contracts for each agricultural commodity will
remain in the Agriculture Index from month to month. Weights for each
of the Benchmark Component Agriculture Futures Contracts in the
Agriculture Index are determined for the next month. The methodology
used to calculate the Agriculture Index weighting is based solely on
quantitative data using observable futures prices and is not subject to
human bias. The monthly weighting selection is a three-step process
based upon examination of the relevant futures prices for each
agricultural commodity. For each agricultural commodity in the
Agriculture Index, the index selects a specific Benchmark Component
Agriculture Futures Contract with a tenor (i.e., contract month) among
the Eligible Agriculture Futures Contracts based upon the relative
prices of the Benchmark Component Agriculture Futures Contracts within
the eligible range of contract months. The previous notwithstanding,
the contract expiration is not changed for that month if a Benchmark
Component Agriculture Futures Contract remains in the Agriculture
Index, as long as the contract does not enter expire or enter its
notice period in the subsequent month.
In the event of a commodity futures market where near month
contracts to expire trade at a higher price than next month contracts
to expire, a situation referred to as ``backwardation,'' then absent
the impact of the overall movement in commodity prices, the value of
the Agriculture Index would tend to rise as it approaches expiration.
As a result USAI may benefit because it would be selling more expensive
contracts and buying less expensive ones on an ongoing basis.
Conversely, in the event of a commodity futures market where near month
contracts trade at a lower price than next month contracts, a situation
referred to as ``contango,'' then absent the impact of the overall
movement in commodity prices, the value of the Agriculture Index would
tend to decline as it approaches expiration. As a result USAI's total
return may be lower than might otherwise be the case because it would
be selling less expensive contracts and buying more expensive ones. The
impact of backwardation and contango may cause the total return of USAI
to vary significantly from the total return of other price references,
such as the spot price of the commodities comprising the Agriculture
Index. In the event of a prolonged period of contango, and absent the
impact of rising or falling commodity prices, this could have a
significant negative impact on USAI's NAV and total return.
USAI will invest in Agriculture Interests to the fullest extent
possible without being leveraged or unable to satisfy its expected
current or potential margin or collateral obligations with respect to
its investments in Agriculture
[[Page 55963]]
Interests. The primary focus of the Sponsor is the investment in
Agriculture Interests and the management of USAI's investments in
Treasury Securities, cash and/or cash equivalents.
The Sponsor will employ a ``neutral'' investment strategy for USAI
intended to track the changes in the Agriculture Index regardless of
whether the Agriculture Index goes up or goes down. USAI's ``neutral''
investment strategy is designed to permit investors generally to
purchase and sell USAI's Units for the purpose of investing indirectly
in the commodities market in a cost-effective manner, and/or to permit
participants in the commodities or other industries to hedge the risk
of losses in their commodity-related transactions. Accordingly,
depending on the investment objective of an individual investor, the
risks generally associated with investing in the commodities market
and/or the risks involved in hedging may exist. In addition, an
investment in USAI involves the risks that the changes in the price of
the USAI's Units will not accurately track the changes in the
Agriculture Index, and that changes in the Agriculture Index will not
closely correlate with changes in the spot prices of the commodities
underlying the Benchmark Component Agriculture Futures Contracts.
Furthermore, USAI also invests in short-term Treasury Securities or
holds cash to meet its current or potential margin or collateral
requirements with respect to its investments in Agriculture Interests
and invests cash not required to be used as margin or collateral. There
is not expected to be any meaningful correlation between the
performance of USAI's investments in Treasury Securities, cash or cash
equivalents and the changes in the price of the Agriculture Index.
While the level of interest earned on or the market price of these
investments may in some respect correlate to changes in the price of
the Agriculture Index, this correlation is not anticipated as part of
USAI's efforts to meet its objectives. This and certain risk factors
discussed in the Registration Statement may cause a lack of correlation
between changes in USAI's NAV and changes in the price of the
Agriculture Index. The Sponsor does not intend to operate USAI in a
fashion such that its per Unit NAV will equal, in dollar terms, the
spot prices of the commodities underlying the Benchmark Component
Agriculture Futures Contracts that comprise the Agriculture Index or
the prices of any particular group of Benchmark Component Agriculture
Futures Contracts.
United States Copper Index Fund (``USCUI'')
According to the Registration Statement, the investment objective
of USCUI is for the daily changes in percentage terms of its Units' NAV
to reflect the daily changes in percentage terms of the SummerHaven
Copper Index Total Return (the ``Copper Index''), less USCUI's
expenses. The Copper Index is designed to reflect the performance of
the investment returns from a portfolio of futures contracts for copper
that are traded on the COMEX (such futures contracts, collectively,
``Eligible Copper Futures Contracts''). The Copper Index is owned and
maintained by SummerHaven Indexing and calculated and published by the
Exchange.
For reasons discussed below, the Copper Index is comprised of
either two or three Eligible Copper Futures Contracts that are selected
on a monthly basis based on quantitative formulas relating to the
prices of the Eligible Copper Futures Contracts developed by
SummerHaven Indexing. The Eligible Copper Futures Contracts that at any
given time make up the Copper Index are referred to herein as
``Benchmark Component Copper Futures Contracts.''
The Copper Index is a single-commodity index designed to be an
investment benchmark for copper as an asset class. The Copper Index is
composed of copper futures contracts on the COMEX exchange. The Copper
Index attempts to maximize backwardation and minimize contango while
utilizing contracts in liquid portions of the futures curve.
The Copper Index is rules-based and is rebalanced monthly based on
observable price signals. In the case of the Copper Index, the price
signal is based on ``basis.'' Basis is the annualized percentage
difference between the nearest-to-maturity contract's price and the
second nearest-to-maturity contract's price. The basis calculation can
produce a positive number, such that the nearest-to-maturity contract
is higher than the second nearest-to-maturity contract's price (a
condition also referred to as ``backwardation''), or it can produce a
negative number, such that the nearest-to-maturity contract's price is
lower than the second nearest-to-maturity contract's price (a condition
also referred to as ``contango'').
At the end of each month, (1) the copper futures curve is assessed
to be in either backwardation or contango as discussed above, and (2)
the annualized percentage price difference between the closest-to-
expiration Eligible Copper Futures Contract and each of the next four
Eligible Copper Futures Contracts is calculated. If the copper futures
curve is in backwardation at the end of a month, the Copper Index takes
positions in the two Eligible Copper Futures Contracts with the highest
annualized percentage price difference, each weighted at 50%. If the
copper futures curve is in contango, then the Copper Index takes
positions in three Eligible Copper Futures Contracts, as follows:
first, the Copper Index takes positions in the two Eligible Copper
Futures Contracts with the highest annualized percentage price
difference, each weighted at 25%; then the Copper Index also takes a
position in the nearest-to-maturity December Eligible Copper Futures
Contract that has expiration more distant than the fourth nearest
Eligible Copper Futures Contract, which position is weighted at 50%.
In this context, the term ``rules-based'' is meant to indicate that
the composition of the Copper Index in any given month will be
determined by quantitative formulas relating to the prices of the
futures contracts that are included in the Copper Index. Such formulas
are not subject to adjustment based on other factors.
The overall return on the Copper Index is generated by two
components: (i) Uncollateralized returns from the Benchmark Component
Copper Futures Contracts comprising the Copper 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. Because the Copper 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 Copper
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. Information regarding the Copper
Index methodology may also be accessed by the public from SummerHaven
[[Page 55964]]
Indexing's Web site at https://www.summerhavenindex.com.
If a Futures Exchange ceases trading in all contract expirations
relating to a Benchmark Component Copper Futures Contract, SummerHaven
Indexing may designate a replacement contract. The replacement contract
must satisfy the eligibility criteria for inclusion in the Copper
Index. To the extent practicable, the replacement will be effected
during the next monthly review of the composition of the Copper 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 Benchmark Component Copper Futures
Contract and the replacement contract with respect to contractual
specifications and contract expirations.
USCUI will seek to achieve its investment objective by investing to
the fullest extent possible in the Benchmark Component Copper Futures
Contracts. Then if constrained by regulatory requirements (described
below) or in view of market conditions (described below), USCUI will
invest next in other Eligible Copper Futures Contracts, and finally to
a lesser extent, in other exchange-traded futures contracts that are
economically identical or substantially similar to the Benchmark
Component Copper Futures Contracts if one or more other Eligible Copper
Futures Contracts is not available. When USCUI has invested to the
fullest extent possible in exchange-traded futures contracts, USCUI may
then invest in other contracts and instruments based on the Benchmark
Component Copper Futures Contracts, other Eligible Copper Futures
Contracts or copper, such as cash-settled options, forward contracts,
cleared swap contracts and swap contracts other than cleared swap
contracts. Other exchange-traded futures contracts that are
economically identical or substantially similar to the Benchmark
Component Copper Futures Contracts and other contracts and instruments
based on the Benchmark Component Copper Futures Contracts, are
collectively referred to as ``Other Copper-Related Investments,'' and
together with Benchmark Component Copper Futures Contracts and other
Eligible Copper Futures Contracts, ``Copper Interests.''
Regulatory Requirements. As noted above, USCUI may at times invest
in other Eligible Copper Futures Contracts based on the same metal as
the futures contracts subject to regulatory constraints (as described
below), and finally to a lesser extent, in other exchange traded
futures contracts that are economically identical or substantially
similar to the Benchmark Component Copper Futures Contracts if one or
more other Eligible Copper Futures Contracts is not available in order
to comply with regulatory requirements. An example of such regulatory
requirements would be if USCUI is required by law or regulation, or by
one of its regulators, including a Futures Exchange, to reduce its
position in one or more Benchmark Component Copper Futures Contracts to
the applicable position limit or to a specified accountability level
for such contracts, USCUI's assets could be invested in one or more
other Eligible Copper Futures Contracts. If one or more such Eligible
Copper Futures Contracts were unavailable or economically
impracticable, USCUI could invest in Other Copper-Related Investments
that are intended to replicate the return on the Copper Index or
particular Benchmark Component Copper Futures Contracts. Another
example would be if, because USCUI's assets were reaching higher
levels, it exceeded position limits, accountability levels or other
regulatory limits and, to avoid triggering such limits or levels, it
invested in one or more other Eligible Copper Futures Contracts to the
extent practicable and then in Other Copper-Related Investments.
When investing in Other Copper-Related Investments, USCUI will
first invest in other exchange traded futures contracts that are
economically identical or substantially similar to the Benchmark
Component Copper Futures Contracts, other Eligible Copper Futures
Contracts, and then in cash-settled options, forward contracts, cleared
swap contracts and swap contracts other than cleared swap contracts.
Market Conditions. As also noted above, there may be market
conditions that could cause USCUI to invest in other Eligible Copper
Futures Contracts that are based on the same metal as the futures
contracts subject to such market conditions (as described below). One
such type of market condition would be where demand for Benchmark
Component Copper Futures Contracts exceeded supply and as a result
USCUI was able to obtain more favorable terms under other Eligible
Copper Futures Contracts. An example of more favorable terms would be
where the aggregate costs to USCUI from investing in other Eligible
Copper Futures Contracts (including actual or expected direct costs
such as the costs to buy, hold, or sell such investments, as well as
indirect costs such as opportunity costs) were less than the costs of
investing in Benchmark Component Copper Futures Contracts. Only after
USCUI becomes subject to position limits in any Eligible Copper Futures
Contract will USCUI invest in Other Copper-Related Investments to
replicate exposure to the Eligible Copper Futures Contract that is
position-limited. Generally, USCUI will only invest in this manner in
other Eligible Copper Futures Contracts or Other Copper-Related
Investments if it results in materially more favorable terms, and if
such investments result in a specific benefit for USCUI or its
shareholders, such as being able to more closely track its benchmark.
USCUI's trading advisor is SummerHaven. The Sponsor expects to
manage USCUI's investments directly, using the trading advisory
services of SummerHaven for guidance with