INVESCO DB US DOLLAR INDEX BEARISH FUND
Filed Jun 28, 2024.
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A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Jun 28, 2024
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S-11 d799217ds1.htm S-1
As Filed with the Securities and Exchange Commission on June 28, 2024
Registration No. 333-
**Registration No. 333- **
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
**FORMS-1 **
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INVESCO DB US DOLLAR INDEX TRUST
(Registrant)
INVESCO DB US DOLLAR INDEX BEARISH FUND
**(Co-Registrant) **
(Exact name of registrant as specified in its charter)
| Delaware | 6799 | 87-0778084 |
|---|---|---|
| (State of Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
| c/o Invesco Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, Illinois 60515 (800) 983-0903 | Adam Henkel c/o Invesco Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, Illinois 60515 (800) 983-0903 | |
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | (Name, address, including zip code, and telephone number, including area code, of agent for service) |
Copies to:
Erin E. Martin, Esq.
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004-2541
**(202)739-3000 **
Approximate date of commencement of proposed sale to the public: As promptly as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ | ||
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine
The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion, dated June 28, 2024.
Prospectus
June 28, 2024
Invesco DB US Dollar Index Trust
| UDN | Invesco DB US Dollar Index Bearish Fund |
|---|
Invesco DB US Dollar Index Trust (the “Trust”) is organized in twoseparate series as a Delaware statutory trust, one of which isoffered pursuant to this Prospectus. Invesco DB US Dollar Index Bearish Fund (the “Fund”) is a series of the Trust. The Fund issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership ofthe Fund. The common units of beneficial interest of the other series of the Trust, the Invesco DB US Dollar Index Bullish Fund, areoffered pursuant to a separate prospectus. Shares may bepurchased from the Fund only by certain eligible financial institutions (“Authorized Participants”) and only in one or more blocks of 50,000 Shares (“Creation Units”). The Fund issues Shares in Creation Units on a continuous basis at the applicable net asset value (“NAV”) per Share as of the closing time of the NYSE Arca, Inc.(“NYSE Arca”) or the last to close of the exchanges on which the Fund’s futures contracts are traded, whichever is later, on thecreation order date.
The Shares trade on the NYSE Arca under the symbol “UDN.”
Invesco Capital Management LLC serves as the Fund’s managing owner (the “Managing Owner”), commodity pool operator andcommodity trading advisor. The Fund establishes short positions incertain futures contracts (“DX Contracts”) with a view to trackingthe Deutsche Bank Short USD Currency Portfolio Index – Excess Return TM (the “Index”) over time. The Fund also earns interest income (“Treasury Income”) from United States Treasury securities(“Treasury Securities”) and dividend income from its holdings in
money market mutual funds (affiliated or otherwise) (“Money Market Income”). The Fund also gains exposure to Treasury Securities through an investment in exchange-traded funds(affiliated or otherwise) (“ETFs”) that track indexes that measure theperformance of U.S. Treasury obligations with a maximum remaining maturity of up to twelve months (“T-Bill ETFs”), and the Fund may receive dividends or distributions of capital gains from those investments (“T-Bill ETF Income”). While the Fund’sperformance will reflect the appreciation or depreciation of itsinvestments in Treasury Securities, money market mutual funds and T-Bill ETFs, the Fund’s performance, whether positive or negative, will be driven primarily by its strategy of trading DX Contracts withthe aim of seeking to track the Index.
DX Contracts are traded exclusively through ICE Futures U.S., awholly-owned subsidiary of Intercontinental Exchange, Inc., underthe symbol “DX.” The changes in market value over time, whether positive or negative, of the DX Contracts are related to the changes, whether positive or negative, in the level of the ICE U.S. Dollar Index(the “USDX®”). The USDX®, and in turn, the Index, provide a general indication of the international value of the U.S. dollar relative to thesix major world currencies (the “Index Currencies”) which comprisethe USDX® — the Euro, Japanese Yen, British Pound, Canadian Dollar, Swedish Krona and Swiss Franc.
Except when aggregated in Creation Units, the Shares are notredeemable securities.
INVESTING IN THE SHARES INVOLVES SIGNIFICANT RISKS.
PLEASE REFER TO “RISK FACTORS” BEGINNING ON PAGE 12
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Futures trading is volatile and even a small movement in market prices could cause large losses.
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The success of the Fund’s trading program depends upon theskill of the Managing Owner and its trading principals.
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You could lose all or substantially all of your investment.
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Investors pay fees in connection with their investment in Shares including asset-based fees of 0.75% per annum. Additional charges include brokerage fees of approximately 0.03% perannum in the aggregate.
Authorized Participants may offer to the public, from time to time, Shares from any Creation Units they create. Becausethe Shares will trade at market prices, rather than the NAV of the Fund, Shares may trade at prices greater than NAV (ata premium), at NAV, or less than NAV (at a discount). Authorized Participants will not receive from the Fund, the Managing Owner or any of their affiliates, any fee or other compensation in connection with their sale of Shares to thepublic.
An Authorized Participant may receive commissions or fees from investors who purchase Shares through their commission or fee-based brokerage accounts. In addition, the Managing Owner pays a distribution services fee to Invesco Distributors, Inc. without reimbursement from the Trust or Fund. For more information regarding items of compensation paid to Financial Industry Regulatory Authority, Inc. (“FINRA”) members, please see the “Plan of Distribution”section on page 89.
These securities have not been approved or disapproved by the U.S. Securities and Exchange Commission (“SEC”) orany state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacyof this Prospectus. Any representation to the contrary is a criminal offense.
The Fund is not a mutual fund or any other type of investment company within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), and is not subject to regulation thereunder.
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.
COMMODITY FUTURES TRADING COMMISSION
RISK DISCLOSURE STATEMENT
YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCETHE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. INADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.
FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, ANDADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BECHARGED THIS POOL AT PAGE 45 AND A STATEMENT OF THE PERCENTAGE RETURNS NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 33.
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATEIN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDINGA DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES 12 THROUGH 29.
SWAPS TRANSACTIONS, LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. THE SPECIFIC RISKS PRESENTED BY A PARTICULAR SWAP TRANSACTION NECESSARILY DEPEND UPON THETERMS OF THE TRANSACTION AND YOUR CIRCUMSTANCES. IN GENERAL, HOWEVER, ALL SWAPS TRANSACTIONS INVOLVE SOME COMBINATION OF MARKET RISK, CREDIT RISK, COUNTERPARTY CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND OPERATIONAL RISK. HIGHLY CUSTOMIZED SWAPS TRANSACTIONSIN PARTICULAR MAY INCREASE LIQUIDITY RISK, WHICH MAY RESULT IN A SUSPENSION OF REDEMPTIONS. HIGHLY LEVERAGED TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL GAINS OR LOSSES IN VALUE AS ARESULT OF RELATIVELY SMALL CHANGES IN THE VALUE OR LEVEL OF AN UNDERLYING OR RELATED MARKET FACTOR. IN EVALUATING THE RISKS AND CONTRACTUAL OBLIGATIONS ASSOCIATED WITH A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A SWAP TRANSACTION MAY BE MODIFIED OR TERMINATED ONLY BY MUTUAL CONSENT OF THE ORIGINAL PARTIES AND SUBJECT TO AGREEMENTON INDIVIDUALLY NEGOTIATED TERMS. THEREFORE, IT MAY NOT BE POSSIBLE FOR THE COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE POOL’S OBLIGATIONS OR THE POOL’S EXPOSURE TO THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE.
THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE REGISTRATION STATEMENT OF THE TRUST OR FUND. YOU CAN READ AND COPY THE ENTIRE REGISTRATION STATEMENTAT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC IN WASHINGTON, D.C.
THE FUND FILES QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN WASHINGTON, D.C. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION.
THE FILINGS OF THE TRUST AND FUND ARE POSTED AT THE SEC WEBSITE ATHTTPS://WWW.SEC.GOV.
REGULATORY NOTICES
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION ORTO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZEDBY THE TRUST AND FUND, THE MANAGING OWNER, THE AUTHORIZED PARTICIPANTS OR ANY OTHER PERSON.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL OR A SOLICITATION OF ANOFFER TO BUY, NOR SHALL THERE BE ANY OFFER, SOLICITATION, OR SALE OF THE SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TOWHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER, SOLICITATION, OR SALE.
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Notes to Cover Page (cont’d)
THE BOOKS AND RECORDS OF THE FUND ARE MAINTAINED AS FOLLOWS: ALL MARKETING MATERIALSARE MAINTAINED AT THE OFFICES OF INVESCO DISTRIBUTORS, INC., 11 GREENWAY PLAZA, SUITE 1000, HOUSTON, TEXAS 77046-1173; TELEPHONE NUMBER (800) 983-0903; CREATION UNIT TRANSACTION BOOKSAND RECORDS, ACCOUNTING AND CERTAIN OTHER FINANCIAL BOOKS AND RECORDS (INCLUDING FUND ACCOUNTING RECORDS, LEDGERS WITH RESPECT TO ASSETS, LIABILITIES, CAPITAL, INCOME AND EXPENSES, THE REGISTRAR, TRANSFER JOURNALS AND RELATED DETAILS) AND TRADING AND RELATED DOCUMENTS RECEIVED FROM FUTURES COMMISSION MERCHANTS ARE MAINTAINED BY THE BANK OF NEW YORK MELLON,240 GREENWICH STREET, NEW YORK, NEW YORK 10007, TELEPHONE NUMBER (718) 315-7500. ALL OTHER BOOKS AND RECORDS OF THE FUND (INCLUDING MINUTE BOOKS AND OTHER GENERAL CORPORATE RECORDS, TRADING RECORDS AND RELATED REPORTS AND OTHER ITEMS RECEIVED FROM THE FUND’S COMMODITY BROKERS) ARE MAINTAINED AT THE FUND’S PRINCIPAL OFFICE, C/O INVESCO CAPITAL MANAGEMENTLLC, 3500 LACEY ROAD, SUITE 700, DOWNERS GROVE, ILLINOIS 60515; TELEPHONE NUMBER (800) 983-0903. BOOKS AND RECORDS OF THE MANAGING OWNER (INCLUDING THOSE RELATED TO ACCOUNTING, PORTFOLIO MANAGEMENT, COMPLIANCE, LEGAL, MARKETING AND OPERATIONS): IRON MOUNTAIN, 341 S. ARI CT., ADDISON, ILLINOIS 60101; 121 FOSTER AVE., BENSENVILLE, ILLINOIS, 60106; 2625 W. ROOSEVELTRD., CHICAGO, ILLINOIS 60608; 2425 S. HALSTED ST., CHICAGO, ILLINOIS, 60608; 4175 CHANDLER DR., HANOVER PARK, ILLINOIS 60133; 901 S. MENARD AVE., CHICAGO, ILLINOIS 60644; 2221 W. PERSHING RD., CHICAGO, ILLINOIS 60609; 1301 S. ROCKWELL ST., CHICAGO, ILLINOIS 60608; 331 S. SWIFT RD., ADDISON, ILLINOIS 60101. BOOKS AND RECORDS OF THE MANAGING OWNER THAT ARE REQUIRED BY SECTION 204 OF THE INVESTMENT ADVISERS ACT OF 1940 ARE MAINTAINED AT THE MANAGING OWNER’S OFFICE AT 1166 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, 10036; INVESCO DISTRIBUTORS, INC., 11 GREENWAY PLAZA, HOUSTON, TEXAS 77046; AND THE BANK OF NEW YORK MELLON, 100 COLONIAL CENTER PARKWAY, LAKE MARY, FLORIDA, 32746. SHAREHOLDERS WILL HAVE THE RIGHT, DURING NORMAL BUSINESS HOURS, TO HAVE ACCESS TO AND COPY (UPON PAYMENT OF REASONABLE REPRODUCTION COSTS) SUCH BOOKS AND RECORDS IN PERSON OR BY THEIR AUTHORIZED ATTORNEY OR AGENT. MONTHLY ACCOUNT STATEMENTS FOR THE FUND CONFORMING TO COMMODITY FUTURES TRADING COMMISSION (“CFTC”)AND THE NATIONAL FUTURES ASSOCIATION (“NFA”) REQUIREMENTS ARE POSTED ON THE MANAGING OWNER’S WEBSITE AT HTTPS://WWW.INVESCO.COM/ETFS. ADDITIONAL REPORTS MAY BE POSTED ONTHE MANAGING OWNER’S WEBSITE IN THE DISCRETION OF THE MANAGING OWNER OR AS REQUIRED BYREGULATORY AUTHORITIES. INFORMATION ON THE MANAGING OWNER’S WEBSITE SHALL NOT BE DEEMEDTO BE A PART OF THIS PROSPECTUS OR INCORPORATED BY REFERENCE HEREIN UNLESS OTHERWISE EXPRESSLY STATED. THERE WILL SIMILARLY BE DISTRIBUTED TO SHAREHOLDERS, NOT MORE THAN 90 DAYS AFTERTHE CLOSE OF THE FUND’S FISCAL YEAR, CERTIFIED AUDITED FINANCIAL STATEMENTS AND (IN NO EVENT LATER THAN MARCH 15 OF THE IMMEDIATELY FOLLOWING YEAR) THE TAX INFORMATION RELATING TOSHARES OF THE FUND NECESSARY FOR THE PREPARATION OF SHAREHOLDERS’ ANNUAL FEDERAL INCOMETAX RETURNS.
AUTHORIZED PARTICIPANTS MAY BE REQUIRED TO DELIVER A PROSPECTUS WHEN TRANSACTING IN SHARES. SEE “PLAN OF DISTRIBUTION.”
The USDX® mark is a registered service mark owned by ICE Futures U.S., Inc.
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Table of Contents
Part One – Disclosure Document
| Summary Information | 1 |
|---|---|
| Risk Factors | 12 |
| Forward-Looking Statements | 30 |
| Investment Objective | 30 |
| Breakeven Analysis | 33 |
| Breakeven Table | 33 |
| Performance of Invesco DB US Dollar Index Bearish Fund (Ticker: UDN) | 35 |
| Description of the Deutsche Bank Short USD Currency Portfolio Index – Excess ReturnTM | 37 |
| Description of DX Contracts | 43 |
| Use of Proceeds | 43 |
| Charges | 45 |
| Who May Subscribe | 46 |
| Creation and Redemption of Shares | 47 |
| The Commodity Broker | 50 |
| Conflicts of Interest | 55 |
| Description of the Shares; Certain Material Terms of the Trust Agreement | 57 |
| Distributions | 66 |
| The Administrator, Custodian and Transfer Agent | 66 |
| Invesco Distributors, Inc. | 67 |
| Index Sponsor | 67 |
| The Securities Depository; Book-Entry-Only System; Global Security | 69 |
| Share Splits | 70 |
| Material Contracts | 70 |
| Material U.S. Federal Income Tax Considerations | 75 |
| Purchases by Employee Benefit Plans | 87 |
| Plan of Distribution | 89 |
| Legal Matters | 93 |
| Experts | 93 |
|---|---|
| Additional Information | 93 |
| Incorporation by Reference of Certain Documents | 94 |
Part Two – Statement of Additional Information
| General Information Relating to Invesco Capital Management LLC | 97 |
|---|---|
| The Futures Markets | 97 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.