Registration statement under Securities Act of 1933



BGCOLOR="WHITE">






As filed with the Securities and Exchange Commission on August 17, 2021




Registration

Nos. 333-257256







33 3-257256-01












UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549











PRE-EFFECTIVE

AMENDMENT NO. 1




TO FORM

S-3





REGISTRATION STATEMENT





UNDER






THE
SECURITIES ACT OF 1933











INVESCO DB MULTI-SECTOR COMMODITY TRUST




(Registrant)




INVESCO DB
PRECIOUS METALS FUND





(Co-Registrant)





(Exact name of registrant as specified in its charter)







































Delaware




6799





87-0778065




(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 registrants’ principal executive offices)





(Name, address, including zip code, and telephone number,


including area code, of agent for service)











Copies to:





Michael M. Philipp, Esq.




Morgan, Lewis & Bockius LLP




110 North Wacker Drive




Chicago, IL 60606-1511










Approximate
date of commencement of proposed sale to the public:




As promptly as practicable after the effective date of this Registration
Statement.



If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box.  ☐



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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐



If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.  ☐



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting
company” and “emerging growth company” in

Rule 12b-2

of the Exchange Act.





























































Large accelerated filer





Accelerated filer









Non-accelerated filer






Smaller reporting company












Emerging growth company





If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐










CALCULATION OF
REGISTRATION FEE





























































Title of each class of


securities to be registered




Amount


to be


registered




Proposed


maximum


offering price


per Share




Proposed


maximum


aggregate


offering price




Amount of


registration fee



Invesco DB Precious Metals Fund Common Units of Beneficial
Interest





(1)




(1)




(1)




(2) (3)














(1)


In accordance with Rule 456(d) under the Securities Act of 1933, as amended (the “Securities Act”),
an indeterminate number of Invesco DB Precious Metals Fund Common Units of Beneficial Interest (the “Shares”) are being registered as may from time to time be offered hereunder at indeterminate prices.









(2)


In accordance with Rules 456(d) and 457(u) under the Securities Act, the registrant is deferring payment of
these registration fees and will pay these registration fees on an annual net basis no later than 90 days after the end of each fiscal year.









(3)


Pursuant to Rule 457(p) under the Securities Act, when registration fees become due under Rule 456(d), the
registration fee for the Shares will be partially offset by the registration fee associated with unsold securities registered pursuant to that certain registration statement on Form

S-1

(File


No. 333-228404-03)


filed by Invesco DB Precious Metals Fund on November 15, 2018 (the “Prior Registration Statement”). A registration fee of $50,434.28 was
paid in connection with the registration pursuant to the Prior Registration Statement of 22,400,000 Shares, of which 19,200,000 remain unsold as of the date hereof and for which a filing fee of $43,229.38 was previously paid with respect to the
unsold Shares. The filing fee for any remaining unsold Shares as of the date of effectiveness of this registration statement will be applied to partially offset filing fees when they become due under Rule 456(d).











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 of 1933 or until this Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may determine.






















SUBJECT TO COMPLETION. 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 IT IS NOT


SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.



















Prospectus




August 17, 2021



















Invesco DB Multi-Sector Commodity Trust























DBP







Invesco DB Precious Metals Fund







19,200,000







Common Units of Beneficial Interest











Invesco DB Multi-Sector
Commodity Trust (the “Trust”) is organized


in seven separate series as a Delaware statutory trust. The Invesco


DB Precious Metals Fund (the “Fund”) is a series of the Trust and is


offered pursuant to this Prospectus.
The Fund issues common units


of beneficial interest (“Shares”), which represent units of fractional


undivided beneficial interest in and ownership of the Fund. Shares


may be purchased from the Fund only by certain
eligible financial


institutions (“Authorized Participants”) and only in one or more


blocks of
100,000 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 the


creation order date.




The Shares trade on the NYSE Arca under the symbol “DBP.”




Invesco Capital Management LLC serves as the Fund’s managing


owner (the “Managing
Owner”), commodity pool operator and


commodity trading advisor. The Fund trades exchange-traded


futures contracts on Gold and Silver (each an “Index Commodity,”


and collectively the
“Index Commodities”), the commodities


comprising the DBIQ Optimum Yield Precious Metals Index Excess






Return™ (the
“Index”), which is intended to reflect the changes in


market value of the precious metals sector. The Fund seeks to track


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 the performance 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’s
performance will reflect the


appreciation or depreciation of its investments 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 futures contracts with the aim of seeking to


track the Index.




Except when aggregated in Creation Units, the Shares are not


redeemable securities.








INVESTING IN THE SHARES INVOLVES SIGNIFICANT RISKS.




PLEASE REFER TO “RISK FACTORS” BEGINNING ON PAGE


11













Futures trading is volatile and even a small movement in market


prices could cause large losses.















The success of the Fund’s trading program depends upon the


skill of the Managing Owner and its trading principals.















You could lose all or substantially all of your investment.















The Fund is concentrated in a small number of commodities.


Concentration may result in greater volatility.

















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 0.02% per


annum in the aggregate.












Authorized
Participants may offer to the public, from time to time, Shares from any Creation Units they create. Because


the Shares will trade at market prices, rather than
the NAV of the Fund, Shares may trade at prices greater than NAV (at


a 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 the


public.




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


87


.




These securities have not been approved or disapproved by the U.S. Securities and Exchange Commission (“SEC”) or


any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy


of 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 REDUCE


THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR
INTEREST IN THE POOL. IN


ADDITION, 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, AND


ADVISORY 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 BE


CHARGED THIS POOL AT PAGE


38


AND A STATEMENT OF THE PERCENTAGE RETURNS NECESSARY TO BREAK


EVEN, THAT IS, TO
RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE


28


.




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 PARTICIPATE


IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING


A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES


11




THROUGH


26


.








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 STATEMENT


AT 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 AT HTTP://WWW.SEC.GOV.








REGULATORY NOTICES




NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR


TO 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 AUTHORIZED


BY THE 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 AN


OFFER 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 TO


WHOM
IT IS UNLAWFUL TO MAKE ANY SUCH OFFER, SOLICITATION, OR SALE.




THE BOOKS AND RECORDS OF THE FUND ARE MAINTAINED AS FOLLOWS: ALL MARKETING MATERIALS


ARE 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 BOOKS


AND 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 MANAGEMENT


LLC, 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. ROOSEVELT






i


















Notes to Cover Page (cont’d)




RD., 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 ON


THE MANAGING OWNER’S WEBSITE IN THE DISCRETION OF THE MANAGING OWNER OR AS REQUIRED BY


REGULATORY AUTHORITIES. INFORMATION ON THE MANAGING OWNER’S WEBSITE SHALL NOT BE DEEMED


TO 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 AFTER


THE 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 TO


SHARES OF THE FUND NECESSARY FOR THE PREPARATION OF SHAREHOLDERS’ ANNUAL FEDERAL INCOME


TAX RETURNS.








THE DIVISION OF INVESTMENT MANAGEMENT OF THE SECURITIES AND EXCHANGE
COMMISSION REQUIRES


THAT THE FOLLOWING STATEMENT BE PROMINENTLY SET FORTH HEREIN: “NEITHER INVESCO DB MULTI-SECTOR


COMMODITY TRUST NOR ANY SERIES THEREOF IS A MUTUAL FUND OR ANY OTHER TYPE OF
INVESTMENT


COMPANY WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED,


AND IS NOT SUBJECT TO REGULATION THEREUNDER.”




AUTHORIZED PARTICIPANTS MAY BE REQUIRED TO DELIVER A PROSPECTUS WHEN TRANSACTING IN SHARES.


SEE “PLAN OF DISTRIBUTION.”












ii









































































































































1











11











26











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32











38











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40











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85











87











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iii





































Summary Information







August 17, 2021



















DBP







Invesco DB Precious Metals Fund













This summary of material information contained or incorporated by reference in this Prospectus is intended


for quick reference only and does not contain all of the information that may be important to you. For ease


of reference, any references throughout this Prospectus to various actions taken by the Fund are actually


actions that the Trust has taken on behalf of the Fund. The remainder of this Prospectus contains more


detailed information. You should read the entire Prospectus, including the information incorporated by


reference in this Prospectus, before deciding whether to invest in Shares. Please see the section


“Incorporation by Reference of Certain Documents” for information on how you can obtain the information


that is incorporated by reference in this Prospectus.








The Trust and the Fund




Invesco DB Multi-Sector Commodity Trust (the “Trust”) was formed as a
Delaware statutory trust, in seven


separate series, or funds, on August 3, 2006. Only one of the series is offered pursuant to this Prospectus:


the Invesco DB Precious Metals Fund (the “Fund”). The Fund issues common units of beneficial interest


(“Shares”), which represent units of fractional undivided beneficial interest in and ownership of the Fund.


The term of the Trust and the Fund is perpetual (unless terminated earlier in certain circumstances). The


principal
executive offices of the Trust and the Fund are located at c/o Invesco Capital Management LLC,


3500 Lacey Road, Suite 700, Downers Grove, IL 60515, and its telephone number is
(800) 983-0903.


Information regarding the offered Fund is available at https://www.invesco.com/ETFs.




Shares Listed on the NYSE Arca




The Shares are listed on the NYSE Arca under the symbol “DBP.” Secondary
market purchases and sales of


Shares are subject to ordinary brokerage commissions and charges.




Purchases and Sales of Shares




The Fund issues and redeems Shares at net asset value (“NAV”) with
Authorized Participants and only in


large blocks of 100,000 shares (each block of Shares is called a “Creation Unit”) or multiples thereof in


exchange for cash. Except when aggregated in Creation Units, the Shares are not redeemable securities of


the
Fund.




Individual Shares may be purchased and sold only on the NYSE Arca
through brokers. Because the Shares


will trade at market prices rather than NAV, Shares may trade at prices greater than NAV (at a premium),


at NAV, or less than NAV (at a discount).




Retail investors may purchase and sell Shares through traditional brokerage accounts. Purchases or sales


of Shares may be subject to brokerage commissions. Investors are encouraged to review the terms of their


brokerage accounts for applicable charges.






1


















Summary Information
(cont’d)




Pricing Information Available on the NYSE
Arca and Other Sources




The following table lists additional NYSE Arca
symbols and their meanings with respect to the Fund and the


Index:


































Symbol







Meaning







DBP







Market price per Share on NYSE Arca







DBP.IV







Intra-day indicative value (“IIV”) per Share







DBP.NV







End of day NAV of the Fund







DBPMIX







Intra-day Index level







DBCMYEPM







End of day Index closing level as of close of NYSE Arca







The intra-day data in the above table, including the IIV, is published once every
fifteen seconds throughout


each trading day. The Index Sponsor (as defined herein) calculates and publishes the closing level of the


Index daily. The Managing Owner publishes the NAV of the Fund and the NAV per Share daily.




All of the foregoing information is published as follows:




The intra-day level of the Index (symbol: DBPMIX) and the IIV per Share (symbol: DBP.IV) (each quoted in


U.S. dollars) are published once every fifteen seconds throughout each trading day on the consolidated


tape, Reuters and/or Bloomberg. The IIV per Share (symbol: DBP.IV) is also published on the Managing


Owner’s website at https://www.invesco.com/ETFs, or any successor thereto.




The current trading price per Share (symbol: DBP) (quoted in U.S. dollars) is
published continuously as


trades occur throughout each trading day on the consolidated tape, Reuters and/or Bloomberg and on the


Managing Owner’s website at https://www.invesco.com/ETFs, or any successor thereto.




The most recent end-of-day Index closing level (symbol: DBCMYEPM) is published as of the close of


business for the NYSE Arca each trading day on the consolidated tape, Reuters and/or Bloomberg.




The most recent end-of-day NAV of the Fund (symbol: DBP.NV) is published as of the
close of business on


Reuters and/or Bloomberg and on the Managing Owner’s website at https://www.invesco.com/ETFs, or


any successor thereto. In addition, the most recent end-of-day NAV of the Fund (symbol: DBP.NV) is


published the
following morning on the consolidated tape.




All of the foregoing
information with respect to the Index, including the Index’s history, is also published at


https://index.db.com.




The Index Sponsor obtains information for inclusion in, or for use in the
calculation of, the Index from


sources the Index Sponsor considers reliable. None of the Index Sponsor, the Managing Owner, the Fund


or any of their respective affiliates accepts responsibility for or guarantees the accuracy and/or


completeness of the
Index or any data included in the Index.




Information on
the Managing Owner’s website shall not be deemed to be a part of this Prospectus or


incorporated by reference herein unless otherwise expressly
stated.




CUSIP Number




The Fund’s CUSIP number is 46140H502.




Risk Factors




An investment in Shares is speculative and involves a high degree
of risk. The summary risk factors set forth


below are intended merely to highlight certain risks of the Fund. The Fund has additional risks that are set


forth elsewhere in this Prospectus.











The novel coronavirus (“COVID-19”) has disrupted the global economy, causing high


unemployment rates, illnesses and deaths, travel restrictions, and government emergency actions.










2


















Summary Information (cont’d)




The extent of the impact of COVID-19 is not fully known at this time and may
adversely affect the


Fund’s performance.











Past performance is not necessarily indicative of future results; all or substantially all of
an


investment in the Fund could be lost.















The Fund’s trading of futures contracts takes place in very volatile
markets.















The
Fund is subject to fees and expenses in the aggregate amount of approximately 0.77% per


annum and will be successful only if its annual returns from futures trading, plus its
annual


Treasury Income, Money Market Income and T-Bill ETF Income, exceed such fees and expenses.















The Fund is subject to position limits imposed by the Commodity Futures Trading Commission


(“CFTC”) and/or futures exchange rules. If the Fund were to reach a position limit, its ability to issue


new Creation Units or to reinvest income in additional futures contracts may be impaired or


limited. This may adversely
affect the correlation between the market price of the Shares and the


NAV of the Fund, which could result in Shares trading at a premium or discount to the NAV of the


Fund.















There can be no assurance that the Fund will achieve profits or avoid losses, significant or


otherwise.















Performance of the Fund may not track the Index during particular periods or over the long
term.


Such tracking error may cause the Fund to outperform or underperform the Index.















Disruptions in the ability to create or redeem Creation Units may adversely affect
investors.















Certain
potential conflicts of interest exist between the Managing Owner, the Commodity Broker


(as defined herein) and their affiliates and the Fund’s shareholders
(“Shareholders”). Although the


Managing Owner attempts to monitor for conflicts, it is extremely difficult, if not impossible, for


the Managing Owner to ensure that the conflicts will not, in fact, result in adverse consequences to


the Fund and the
Shareholders.















The
Fund’s NAV may not always correspond to the market price of the Shares and, as a result,


Shares may trade at prices greater than NAV (at a premium), at NAV, or less than
NAV (at a


discount).















Shareholders will be subject to taxation on their allocable share of the Fund’s taxable
income,


whether or not they receive cash distributions.








The Trustee




Wilmington Trust Company (the “Trustee”), a Delaware trust company, is
the sole trustee of the Trust. The


Trustee’s duties and liabilities with respect to the offering of the Shares and the management of the Fund


are limited to its express obligations under the Fifth Amended and Restated Declaration of Trust and Trust


Agreement of
the Fund (the “Trust Agreement”). The Trustee has no duty or liability to supervise or


monitor the performance of the Managing Owner, nor does the Trustee have any
liability for the acts or


omissions of the Managing Owner.




Investment Objective




The Fund seeks to track changes, whether positive or negative, in the level of the Index over time, plus the


excess, if any, of the sum of the Fund’s Treasury Income, Money Market Income and T-Bill ETF Income,


over the
expenses of the Fund. The Fund invests in futures contracts in an attempt to track its Index. The


Fund holds Treasury Securities, money market mutual funds and T-Bill ETFs only
for margin and/or cash


management purposes. While the Fund’s performance will reflect the appreciation or depreciation of


those holdings, the Fund’s performance, whether positive or negative, will be driven primarily by its


strategy of
trading futures contracts with the aim of seeking to track the Index.






3


















Summary Information (cont’d)




Investing in the Fund does not insulate Shareholders from certain risks, including
volatility in the spot


prices of the Index Commodities. In addition, the Index utilizes an Optimum Yield


TM


methodology, which


seeks to minimize the effects of negative roll yield that may be experienced by conventional commodities


indexes. “Negative roll yield” is a term that describes the adverse impact of an upward-sloping price curve


for futures contracts, which makes it more expensive to replace expiring contracts with new contracts.


However, the
Optimum Yield


TM


methodology may not be successful, and in such instances, the
Fund, by


tracking the Index, may be negatively impacted.




The Fund pursues its investment objective by investing in a portfolio of exchange-traded futures on the


Index Commodities. The Fund is designed to track the Index, which is designed to reflect the changes in


market value of the precious metals sector. The Index Commodities consist of Gold and Silver. The Index is


composed of the notional amount of the underlying Index Commodities. The closing level of the Index is


calculated by the Index Sponsor based on the closing price of the futures contracts for the Index


Commodities and the notional amount of the Index Commodities. The composition of the Index may be


adjusted
in the event that the Index Sponsor is not able to calculate the closing prices of the Index


Commodities.




The Index includes provisions for the replacement of futures contracts as they
approach maturity. This


replacement takes place over a period of time in order to lessen the impact on the market for the futures


contracts being replaced. With respect to each Index Commodity, the Fund employs a rule-based approach


when it
‘rolls’ from one futures contract to another. Rather than select a new futures contract based on a


predetermined schedule (e.g., monthly), each Index Commodity rolls
from one contract to another futures


contract that is intended to generate the most favorable ‘implied roll yield’ under prevailing market


conditions. Where there is an upward-sloping price curve for futures contracts, the implied roll yield is


expected to be
negative, which is a market condition called “contango”. Contango exists when contract


prices are higher in distant delivery months than in nearer delivery months,
typically due to costs


associated with storing a given physical commodity for a longer period. Rolling in a contangoed market will


tend to cause a drag on returns from futures trading. The Index’s selection of a new futures contract on


each
Index Commodity in such market conditions is designed to minimize the impact of negative roll yield.






Conversely, where there is a downward-sloping price curve for futures contracts, the
implied roll yield is


expected to be positive, which is a market condition called backwardation. Backwardation exists when


prices are higher for contracts with shorter-term expirations than those with longer-term expirations, a


condition that
is typically associated with commodities that are consumed quickly instead of being held in


storage. Rolling in a backwardated market will tend to enhance returns from futures
trading. The Index’s


selection of a new futures contract on each Index Commodity in such market conditions is designed to


maximize the impact of positive roll yield. The Index takes the impact of implied roll yield into


consideration by
selecting, as the replacement for an expiring futures contract, the futures contract with a


delivery month within the next thirteen months that generates the most favorable
implied roll yield under


the current market conditions.




The Fund trades futures contracts on the Index Commodities (“Index Contracts”) that are subject to


position limits under regulations of the CFTC or futures exchange rules, as applicable. The Managing


Owner may determine
to invest in other futures contracts if at any time it is impractical or inefficient to


gain full or partial exposure to the Index Commodities through the use of Index Contracts.
These other


futures contracts may or may not be based on the Index Commodities. When they are not, the Managing


Owner may seek to select futures contracts that it reasonably believes tend to exhibit trading prices that


correlate
with the Index Contract.




As the Fund, which is designed to track an
Index with more than one underlying commodity, approaches or


reaches position limits with respect to an Index Commodity, the Fund may commence investing in Index


Contracts that reference other Index Commodities. In those circumstances, the Fund may also trade in






4


















Summary Information (cont’d)




futures contracts based on commodities other than Index Commodities that the
Managing Owner


reasonably believes tend to exhibit trading prices that correlate with an Index Contract.






Deutsche Bank Securities, Inc. (the “Index Sponsor” or
“DBSI”) calculates the Index on an excess return


basis, which is the combined return based on the spot prices of the Index Commodities and the roll yield


from trading futures contracts on the Index Commodities. The excess return basis calculation reflects the


change in
market value over time, whether positive or negative, of the applicable underlying commodity


futures only. Unlike the Index’s methodology, the Fund also holds as collateral
securities that are expected


to generate income, including Treasury Securities and shares of money market mutual funds and T-Bill


ETFs. These securities are held with the Custodian (as defined herein). In addition, Treasury Securities for


deposit may
be held with the commodity broker as margin for the Fund’s futures positions.




The Managing Owner




Invesco Capital Management LLC, a Delaware limited liability company, serves as Managing Owner of the


Trust and the Fund. The Managing Owner was formed on February 7, 2003. The Managing Owner is an


affiliate
of Invesco Ltd. The Managing Owner was formed to be the managing owner of investment


vehicles such as ETFs and has been managing non-commodity futures based ETFs since 2003 and a


commodity futures based ETF since 2014. The Managing Owner serves as the commodity pool operator


and
commodity trading advisor of the Trust and the Fund. The Managing Owner is registered as a


commodity pool operator and commodity trading advisor with the CFTC and is a member of,
and approved


as a swap firm by, the National Futures Association (the “NFA”). As a registered commodity pool operator


and commodity trading advisor, with respect to both the Trust and the Fund, the Managing Owner must


comply with various
regulatory requirements under the United States Commodity Exchange Act of 1936,


as amended (the “Commodity Exchange Act”) and the rules and regulations of the CFTC
and the NFA,


including investor protection requirements, antifraud prohibitions, disclosure requirements, and reporting


and recordkeeping requirements. The Managing Owner also is subject to periodic inspections and audits


by the CFTC and
NFA.




The principal office of the Managing Owner is located at 3500
Lacey Road, Suite 700, Downers Grove, IL


60515. The telephone number of the Managing Owner is (800) 983-0903.




The Fund pays the Managing Owner a Management Fee, monthly in arrears, in an amount
equal to 0.75%


per annum of the daily NAV of the Fund. The Management Fee is paid in consideration of the Managing


Owner’s services related to the management of the Fund’s business and affairs, including the provision of


commodity futures trading advisory services.




The Fund may, for margin and/or cash management purposes, invest in money market mutual funds


and/or
T-Bill ETFs that are managed by affiliates of the Managing Owner. The indirect portion of the


management fees that the Fund may incur through such investments is in addition to
the Management


Fee paid to the Managing Owner. The Managing Owner has contractually agreed to waive indefinitely the


fees that it receives from the Fund in an amount equal to the indirect management fees that the Fund


incurs through its
investments in affiliated money market mutual funds and/or affiliated T-Bill ETFs. The


Managing Owner may terminate this waiver on 60 days’ notice.




Effective June 4, 2018, the name of the Managing Owner changed from Invesco
PowerShares Capital


Management LLC to Invesco Capital Management LLC, the name of the Trust changed from PowerShares


DB Multi-Sector Commodity Trust to Invesco DB Multi-Sector Commodity Trust, and the name of the Fund


changed from
PowerShares DB Precious Metals Fund to Invesco DB Precious Metals Fund.




The Commodity Broker




A variety of executing brokers execute futures transactions on behalf of the Fund. Such executing brokers


give-up all such transactions to Morgan Stanley & Co. LLC, a Delaware limited liability company, which






5


















Summary Information (cont’d)




serves as the Fund’s clearing broker (the “Commodity Broker”). In
its capacity as clearing broker, the


Commodity Broker may execute or receive transactions executed by others, clears all of the Fund’s futures


transactions and performs certain administrative services for the Fund. The Commodity Broker is


registered with the CFTC
as a futures commission merchant (“FCM”) and is a member of the NFA in such


capacity.




The Fund pays the Commodity Broker all brokerage commissions, including applicable
exchange fees, NFA


fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in


connection with trading activities. On average, total charges paid to the Commodity Broker are expected


to be less than
$6.00 per round-turn trade, although the Commodity Broker’s brokerage commissions and


trading fees are determined on a contract-by-contract basis. The Managing Owner
estimates the


brokerage commissions and fees will be approximately 0.02% of the NAV of the Fund in any year, although


the actual amount of brokerage commissions and fees in any year or any part of any year may be greater.




The Administrator, Custodian and Transfer Agent




The Bank of New York Mellon is the administrator (the “Administrator”)
and serves as the custodian (the


“Custodian”) and the transfer agent (the “Transfer Agent”) of the Fund. The Bank of New York Mellon has


entered into a Fund Administration and Accounting Agreement (the “Administration Agreement”), a


Global
Custody Agreement (the “Custody Agreement”), and a Transfer Agency and Service Agreement, in


connection therewith.




Pursuant to the Administration Agreement, the Administrator performs or supervises
the performance of


services necessary for the operation and administration of the Fund (other than making investment


decisions), including NAV calculations, accounting and other fund administrative services.




Key terms of the Administration Agreement are summarized under the heading “Material Contracts.”




The Administrator’s monthly fees are paid on behalf of the Fund by the
Managing Owner out of the


Management Fee.




Pursuant to the Transfer Agency and Service Agreement, the Transfer Agent receives a transaction


processing fee in connection with receiving and processing orders from Authorized Participants to create


or
redeem Creation Units in the amount of $500 per order. These transaction processing fees are paid


directly by the Authorized Participants and not by the Fund. From time to time,
the Managing Owner, in its


sole discretion, may reimburse Authorized Participants for all or a portion of the processing fees from the


Managing Owner’s own assets.




Invesco Distributors, Inc.




Invesco Distributors, Inc. (“Invesco Distributors”) assists the Managing Owner with certain functions and


duties relating to distribution and marketing, including reviewing and approving marketing materials.


Invesco
Distributors retains all marketing materials at c/o Invesco Distributors, Inc., 11 Greenway Plaza,


Suite 1000, Houston, Texas 77046-1173. Investors may contact Invesco
Distributors toll-free in the U.S. at


(800) 983-0903. The Fund has entered into a Distribution Services Agreement with Invesco Distributors.


Invesco Distributors is affiliated with the Managing Owner.




The Managing Owner, out of the Management Fee, pays Invesco Distributors $25,000 annually ($6,250 per


quarter) for performing its duties on behalf of the Fund. Such services may include, among other services,


reviewing distribution related legal documents and contracts, consulting on marketing or sales strategy,


maintaining certain books and records in respect of the Fund and performing additional marketing and


distribution related services as may be agreed upon by Invesco Distributors and the Managing Owner.






6


















Summary Information (cont’d)




Index Sponsor




The Managing Owner, on behalf of the Fund, has appointed DBSI to serve as the Index
Sponsor. The Index


Sponsor calculates and publishes the daily index levels and the indicative intraday index levels. The Index


Sponsor also calculates the IIV per Share throughout each Business Day.




The Managing Owner pays the Index Sponsor a licensing fee and an index services fee out of the


Management
Fee for performing its duties.




“800” Number
for Investors




Investors may contact the Managing Owner toll free in the
U.S. at (800) 983-0903.




Limitation of
Liabilities




You cannot lose more than your investment, including any
appreciation in your investment, in the Shares.


Shareholders are entitled to limitation on liability equivalent to the limitation on liability enjoyed by


stockholders of a Delaware business corporation for profit. An investor may be required to return some or


all of its
capital in the event of a bankruptcy of the Fund.






You will not be subject to the losses or liabilities of any other series of the Trust in which you have not


invested. The Fund has received an opinion of counsel that the Fund is entitled to the benefits of the


limitation on inter-series liability provided under the Delaware Statutory Trust Act. Each Share, when


purchased in accordance with the Trust Agreement, shall, except as otherwise provided by law, be fully-paid


and non-assessable.




The debts, liabilities, obligations, claims and
expenses of the Fund will be enforceable against the assets of


the Fund only, and not against the assets of the Trust generally or the assets of any other series of the


Trust, and, unless otherwise provided in the Trust Agreement, none of the debts, liabilities, obligations and


expenses
incurred, contracted for or otherwise existing with respect to the Trust generally or any other


series thereof will be enforceable against the assets of the Fund, as the case may
be.




Creation and Redemption of Shares




The Fund creates and redeems Shares from time to time, but only in one or more
Creation Units. A


Creation Unit is a block of 100,000 Shares. Creation Units may be created or redeemed only by Authorized


Participants. Creation Units are created and redeemed continuously on the creation order settlement date


or redemption
order settlement date, as applicable, as of 2:45 p.m., Eastern time, on the business day


immediately following the date on which a valid order to create or redeem a Creation Unit
is accepted by


the Fund. The creation or redemption will be at the NAV of 100,000 Shares as of the closing time of the


NYSE Arca or the last to close of the exchanges on which the Index Commodities are traded, whichever is


later, on the
date that a valid order to create or redeem a Creation Unit is accepted by the Fund. Upon


submission of a creation order or redemption order, the Authorized Participant may
request the Managing


Owner to agree to a creation order settlement or redemption order settlement date up to two business


days after the creation order date or redemption order date.




For purposes of processing both purchase and redemption orders, a “business day” means any day other


than a day when banks in New York City are required or permitted to be closed. Except when aggregated


in Creation Units,
the Shares are not redeemable securities.




See “Creation and
Redemption of Shares” for more details.




Authorized
Participants




Creation Units may be created or redeemed only by
Authorized Participants. Each Authorized Participant


must: (1) be a registered broker-dealer or other securities market participant such as a bank or other






7


















Summary Information (cont’d)




financial institution which is not required to register as a broker-dealer to
engage in securities


transactions; (2) be a participant in the Depository Trust Company (“DTC”); and (3) have entered into an


agreement with the Fund and the Managing Owner (a “Participant Agreement”). The Participant


Agreement sets
forth the procedures for the creation and redemption of Creation Units and for the


delivery of cash required for such creations or redemptions. See “Creation and Redemption
of Shares” for


more details.




NAV




NAV means the total assets of the Fund including, but not limited to, all cash and cash equivalents or other


debt securities less total liabilities of the Fund, each determined on the basis of generally accepted


accounting
principles in the United States, consistently applied under the accrual method of accounting.




NAV per Share is the NAV of the Fund divided by the number of outstanding Shares.




See “Description of the Shares; Certain Material Terms of the Trust Agreement
– NAV” for more details.




Clearance and
Settlement




The Shares are evidenced by global certificates that the
Fund issues to DTC. The Shares are available only


in book-entry form. Shareholders may hold their Shares through DTC, if they are participants in DTC, or


indirectly through entities that are participants in DTC.




Segregated Accounts/Treasury Income, Money Market Income and T-Bill ETF Income




The Fund has arranged for the proceeds of the continuous offering of the Shares to
be deposited as cash in


a segregated account in the name of the Fund at the Custodian (or another eligible financial institution, as


applicable) in accordance with CFTC investor protection and segregation requirements. The Fund is


credited with 100% of
the interest earned on its average net assets on deposit with the Custodian or such


other financial institution each week. The Fund’s non-margin assets are generally
invested in Treasury


Securities, money market mutual funds (affiliated or otherwise) and T-Bill ETFs (affiliated or otherwise).


See “Fees and Expenses” for more details.




Fees and Expenses






















Fee







Description







Management Fee







The Fund pays the Managing Owner a Management Fee, monthly in arrears,




in an amount equal to 0.75% per annum of the daily NAV of the Fund. The




Management Fee is paid in consideration of the Managing Owner’s services




related to the management of the Fund’s business and
affairs, including the




provision of commodity futures trading
advisory services. The Fund may, for




margin and/or cash
management purposes, invest in money market mutual




funds and/or
T-Bill ETFs that are managed by affiliates of the Managing




Owner.
The indirect portion of the management fees that the Fund may




incur through such investments is in addition to the Management Fee paid




to the Managing Owner. The Managing Owner has contractually
agreed to




waive indefinitely the fees that it receives in an
amount equal to the indirect




management fees that the Fund incurs
through its investments in affiliated




money market mutual funds
and/or affiliated T-Bill ETFs. The Managing




Owner may terminate the
fee waiver on 60 days’ notice.







Offering Expenses







Expenses incurred in connection with the continuous offering of Shares are




paid by the Managing Owner.









8


















Summary Information (cont’d)



































Fee







Description







Brokerage Commissions and Fees







The Fund pays to the Commodity Broker all brokerage commissions,




including applicable exchange fees, NFA fees, give-up fees, pit brokerage




fees and other transaction related fees and expenses charged in connection




with its trading activities. On average, total charges paid to
the Commodity




Broker are expected to be less than $6.00 per
round-turn trade, although




the Commodity Broker’s brokerage
commissions and trading fees are




determined on a
contract-by-contract basis. The Managing Owner




estimates the
brokerage commissions and fees will be approximately 0.02%




of the
NAV of the Fund in any year, although the actual amount of




brokerage commissions and fees in any year or any part of any year may be




greater.







Routine Operational, Administrative




and Other Ordinary Expenses







The Managing Owner pays all of the routine operational, administrative and




other ordinary expenses of the Fund, including, but not limited
to, the fees




and expenses of the Trustee, license and service
fees paid to DBSI as Index




Sponsor, legal and accounting fees and
expenses, tax preparation expenses,




filing fees, and printing,
mailing and duplication costs.







Non-Recurring Fees and Expenses







The Fund pays all of the non-recurring and unusual fees and expenses




(referred to as extraordinary fees and expenses in the Trust Agreement), if




any, as determined by the Managing Owner. Non-recurring and unusual




fees and expenses include items such as legal claims and
liabilities, litigation




costs, indemnification expenses and other
expenses that are not currently




anticipated obligations of the Fund
or of managed futures funds in general.







Management Fee and Expenses to be




Paid First out of Treasury Income,




Money Market Income and/or T-Bill




ETF Income







The Management Fee and the brokerage commissions and fees of the Fund




are paid first out of Treasury Income from the Fund’s
holdings of Treasury




Securities, Money Market Income from the
Fund’s holdings of money




market mutual funds (affiliated or
otherwise) and T-Bill ETF Income from




the Fund’s holdings
of T-Bill ETFs (affiliated or otherwise), as applicable, on




deposit with the Commodity Broker as margin, the Custodian, or otherwise.




If the sum of the Treasury Income, the Money Market Income and
the T-Bill




ETF Income is not sufficient to cover the fees and
expenses of the Fund that




are payable by the Fund during any
period, the excess of such fees and




expenses over such Treasury
Income, Money Market Income and T-Bill ETF




Income, as applicable,
will be paid out of income from futures trading, if




any, or from
sales of the Fund’s holdings in Treasury Securities, money




market mutual funds, and/or holdings in T-Bill ETFs.







Selling Commission







Retail investors may purchase and sell Shares through traditional brokerage




accounts. Investors are expected to be charged a commission by their




brokers in connection with purchases of Shares that will vary
from investor




to investor. Investors are encouraged to review the
terms of their




brokerage accounts for applicable
charges.














[Remainder of page left blank intentionally]








9


















Summary Information (cont’d)




Distributions




The Fund will make distributions at the discretion of the Managing Owner. To the
extent that the Fund’s


actual and projected Treasury Income, the Fund’s actual and projected Money Market Income and the


Fund’s actual and projected T-Bill ETF Income, as applicable, exceed the actual and projected fees and


expenses of
the Fund, the Managing Owner expects periodically to make distributions of the amount of


such excess. The Managing Owner currently does not expect to make distributions with
respect to the


Fund’s capital gains. Depending on the Fund’s performance for the taxable year and a Shareholder’s


particular tax situation for such year, a Shareholder’s income tax liability for the taxable year for such


Shareholder’s allocable share of the Fund’s net ordinary income or loss and capital gain or loss may exceed


any distributions received with respect to such year.




Fiscal Year




The Fund’s fiscal year ends on December 31 of each year.




U.S. Federal Income Tax Considerations




General




Subject to the discussion below in “Material U.S. Federal Income Tax Considerations,” the Fund will be


classified as a partnership for U.S. federal income tax purposes. Accordingly, the Fund will generally not


incur U.S.
federal income tax liability; rather, each Shareholder will be required to take into account its


allocable share of the Fund’s income, gain, loss, deduction and other items
for the Fund’s taxable year


ending with or within the Shareholder’s taxable year.




Please refer to the “Material U.S. Federal Income Tax Considerations”
section below for information on


the potential U.S. federal income tax consequences of the purchase, ownership and disposition of Shares.




UBTI




An organization that is otherwise exempt from U.S. federal income tax is nonetheless
subject to taxation


with respect to its “unrelated business taxable income” (“UBTI”). Subject to the discussion below in


“Material U.S. Federal Income Tax Considerations,” all of the income realized by the Fund is expected to be


short-term or long-term capital gain income, interest income or other passive investment income of the


type
specifically exempt from treatment as UBTI. The Fund will not borrow funds for the purpose of


acquiring or holding any investments or otherwise incur “acquisition
indebtedness” with respect to such


investments. Therefore, a tax-exempt entity purchasing Shares is not expected to incur any UBTI by reason


of its investment in the Shares or upon sale of such Shares, provided that such tax-exempt entity does not


borrow funds
for the purpose of investing in the Shares.




Breakeven
Amounts




A Shareholder should expect that the Fund’s fees and
expenses during the first twelve months of the


Shareholder’s investment will equal 0.77% of the Fund’s NAV. This amount equates to $0.4057 per annum


per Share at $52.97, the Fund’s NAV per Share as of May 31, 2021. Based on market rates observed as of


May 31,
2021, the Fund’s Treasury Income is expected to be earned at a rate of 0.02%, Money Market


Income is expected to be earned at a rate of 0.01%, and T-Bill ETF Income is
expected to be earned at a


rate of 0.01%. This means that, during those first twelve months, the Fund would have to earn 0.75% of


the Fund’s NAV, or $0.3951 per Share at $52.97, for a Shareholder to break even on the amount originally


invested.




THE
SHARES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK






10




















Risk Factors






You could lose money investing in Shares. You should
consider carefully the risks described below before


making an investment decision. You should also refer to the other information included in this
Prospectus.








Market Risks




Risk that the COVID-19 Pandemic Will Cause Continued
Economic Turmoil.




An outbreak of a novel and highly contagious form of
coronavirus, COVID-19, has spread to many


countries throughout the world including the United States. The World Health Organization has declared


the outbreak to be a public health emergency of international concern, and the U.S. Health and Human


Services Secretary
has declared it a public health emergency in the United States.




The
impact of the outbreak of COVID-19 has been extensive in many aspects of society. The outbreak has


resulted in a significant number of deaths, adversely impacted global
commercial activity, and led to


significant uncertainty and disruptions in the global financial markets and the economies of nations where


the coronavirus disease has arisen. Many countries have reacted by instituting quarantines, prohibitions


on travel and
the closure of offices, businesses, schools, retail stores and other public venues. Businesses


are also implementing similar precautionary measures. Such measures, as well as the
general uncertainty


surrounding the dangers and impact of COVID-19, as well as the effectiveness and timing of distribution of


a vaccine, are creating significant disruption in supply chains and economic activity. Consumer, corporate


and financial
confidence is being materially adversely affected by this outbreak. Such erosion of


confidence may lead to or extend to a localized or global economic downturn. Such health
crisis could


exacerbate political, social, and economic risks and result in significant breakdowns, delays, and other


disruptions to the economy, with potential corresponding results on the performance of the Fund and its


investments.




This outbreak of COVID-19 (and any future outbreaks of any other epidemics or pandemics) has led (and


may
continue to lead) to significant uncertainty, breakdowns, delays and other disruptions in the global


financial markets and the economies of nations where COVID-19 has arisen and
may in the future arise,


and may result in adverse impacts on the global economy in general, with potential corresponding results


on the performance of the Fund. The global impact of this outbreak continues to evolve, and it is


impossible to predict
the scope of this outbreak or the impact it may have on the global economy or the


global financial markets. The COVID-19 outbreak has already led to certain governmental
interventions


that were implemented on an “emergency” basis, suddenly and substantially eliminating market


participants’ ability to continue to implement certain strategies or manage the risk of their outstanding


positions. No assurances can be made regarding the policies that may be adopted by the Federal Reserve,


the
federal government (including regulatory agencies), any state government, or any foreign government


as a result of the outbreak or market volatility. In response to the COVID-19
outbreak, most of the


Managing Owner’s personnel is working remotely and travel is restricted. Although the Managing Owner


has implemented its business continuity plan to permit personnel to effectively work remotely, there is no


assurance
that this will work effectively at all times.






This outbreak of COVID-19, or any future epidemic or pandemic similar to COVID-19, SARS, H1N1/09 flu or


MERS, could have a significant adverse impact on the Fund and its investments, could adversely affect the


Fund’s ability to fulfill its investment objectives, and could result in significant losses to the Fund. The


extent of the impact of any outbreak on the performance of the Fund and its investments depend on many


factors,
including the duration and scope of such outbreak, the development and distribution of


treatments and vaccines for viruses such as COVID-19, the extent of its disruption to
important global,


regional and local supply chains and economic markets, and the impact of such outbreak on overall supply


and demand, investor liquidity, consumer confidence and levels of economic activity, all of which are


highly uncertain
and cannot be predicted.






11


















NAV May Not Always Correspond to Market Price and, as a Result,
Creation Units May Be Created or


Redeemed at a Value that Differs from the Market Price of the Shares.




Shares may trade at, above or below their NAV. The NAV fluctuates with changes in
the market value of


the Fund’s assets. The trading price of Shares fluctuates in accordance with changes in the NAV, intraday


changes in the value of the Index Contracts and market supply and demand. The amount of the discount or


premium in the
trading price of the Shares relative to their NAV may be influenced by non-concurrent


trading hours between NYSE Arca (the exchange on which the Shares trade) and the exchanges
on which


the Index Contracts are traded. While the Shares are expected to trade on NYSE Arca until 4:00 p.m.


(Eastern time), liquidity in the markets for the Index Contracts is expected to be reduced whenever the


principal markets for those contracts are closed. As a result, trading spreads, and the resulting premium or


discount on Shares, may widen during these gaps in market trading hours.






The NYSE Arca May Halt Trading in the Shares Which
Would Adversely Impact Your Ability to Sell


Shares.




The Shares are listed for trading on the NYSE Arca. Trading in Shares may be halted
due to market


conditions or in light of certain procedures and safeguards under NYSE Arca rules. In addition, trading is


subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that


require trading to be halted for a specified period based on a specified market decline. If the Fund were no


longer to meet the requirements necessary to maintain the listing of its Shares, the Shares would be


delisted. In such a scenario, the Fund would be terminated.




The Lack of an Active Trading Market for the Shares May Result in Losses on Your Investment at the


Time of Disposition of Your Shares.




Although the Shares are listed and traded on the NYSE Arca, there can be no guarantee that an active


trading market for the Shares will be maintained. If you need to sell your Shares at a time when no active


market for them exists, the price you receive for your Shares, assuming that you are able to sell them,


likely will be lower than the price you would receive if an active market did exist.






Volatility May Cause the Total Loss of Your
Investment.




Futures contract prices have a high degree of volatility
and are subject to rapid and substantial changes.


Consequently, there is a risk that the value of your investment in the Fund could decrease significantly due


to rapid and substantial changes in the prices of futures contracts held by the Fund. The Index’s average


annual
volatility since inception is 15.64%. Average annual volatility is the average of the Index’s volatility


each year since its inception. Yearly volatility is the relative
rate at which the price of the Index moves up


and down, found by calculating the annualized standard deviation of the daily change in price for each


business day in the given year. However, annual volatility should not be interpreted as the most-likely


outcome. As
demonstrated during the unprecedented market conditions in 2020, volatility in certain


futures contracts may spike significantly during periods of global economic and social
stress. At such times,


if the Fund holds a futures contract that experiences the full impact of such market stresses, the volatility


of its investments could greatly surpass the Index’s annual volatility since inception.






In addition, the Fund enters sell orders with the Commodity Broker from time to
time, to liquidate Index


Contract positions in order to satisfy redemption requests or to pay expenses and liabilities. The Fund is


subject to the risk that temporary aberrations or distortions will occur in the market for Index Contracts at


the time
those orders are executed. The prices received by the Fund from the liquidation of its positions


could be adversely affected, which in turn could adversely affect the value of
the Shares. Those


aberrations or distortions may result from trading activities by other market participants or actions taken


by the Commodity Broker, the CFTC, the exchanges or other regulatory authorities. If the Fund’s positions


are
liquidated at inopportune times or in a manner that temporarily distorts the market or otherwise


causes a pricing aberration, the value of the Shares may be adversely
affected.






12


















Further, in periods of
heightened volatility, the bid and ask “spread” for purchasing shares of the Fund


typically widen. Accordingly, an investor’s return on investment may be
negatively impacted when


transacted in Shares.




The Fund’s Trading of Index Contracts May Adversely Affect the Price that the Fund Pays for Index


Contracts.




The prices that the Fund pays for Index Contracts may be adversely affected by the trading of Index


Contracts by other market participants. Transactions by other market participants may be based on their


awareness of the Fund’s positions in Index Contracts. If other market participants are able to anticipate


the timing of the Fund’s Index Contract transactions, for instance, they may be able to execute


transactions in
advance of the Fund. If that were to occur, those market participants may receive more


favorable pricing for their Index Contract transactions than the Fund does for its own,
subsequent Index


Contract transactions. If the Fund’s Index Contract positions represent a significant part of the open long


interest in those Index Contracts, moreover, other market participants may take that fact into account and


trade in a
manner that adversely affects the prices that the Fund obtains when trading Index Contracts.


The Fund may not be able to counteract adverse pricing effects of its own positions
and transactions in


Index Contracts.






Withdrawal from Participation by Authorized
Participants May Affect the Liquidity of Shares.




If one or more
Authorized Participants withdraws from participation, it may become more difficult to


create or redeem Creation Units, which may reduce the liquidity of the Shares. Such
circumstances may be


more pronounced in market conditions of increased volatility. If it becomes more difficult to create or


redeem Creation Units, the correlation between the price of the Shares and the NAV may be affected,


which may affect the
trading market for the Shares. Having fewer participants in the market for the Shares


could also adversely affect the ability to arbitrage any price difference between futures
contracts and the


Shares, which may also affect the trading market and liquidity of the Shares.






Possible Illiquid Markets May
Exacerbate Losses.




Futures positions cannot always be liquidated at the
desired price. It is difficult to execute a trade at a


specific price when there is a relatively small volume of buy and sell orders in a market. A market


disruption, such as when foreign governments may take or be subject to political actions which disrupt the


markets in
their currencies or major commodities exports, can also make it difficult to liquidate a position.




Illiquidity may cause losses for the Fund. The large size of the positions which the Fund may acquire


increases the risk of illiquidity by both making its positions more difficult to liquidate and increasing the


losses incurred while trying to do so.






The Effect of Market Disruptions and Government
Interventions Are Unpredictable and May Have an


Adverse Effect on the Value of Your Shares.




The commodity futures markets may be subject to temporary distortions due to various
factors, including


lack of liquidity, congestion, disorderly closing periods, manipulation and disruptive conduct, limitations on


deliverable supplies, excessive speculation, government regulation and intervention, technical and


operational or system
failures, nuclear accidents, terrorism, riots and acts of God.




Government intervention has in certain cases been implemented on an
“emergency” basis, suddenly and


substantially eliminating market participants’ ability to continue to implement certain strategies or


manage the risk of their outstanding positions. These interventions have typically been unclear in scope


and
application, resulting in confusion and uncertainty which in itself has been materially detrimental to


the efficient functioning of the markets as well as previously successful
investment strategies.




The financial crisis of 2008-2009 and associated
regulatory changes, including the Dodd-Frank Wall Street


Reform and Consumer Protection Act (the “Dodd-Frank Act”), are generally considered to have


contributed to less credit being available to financial market participants. This is particularly the case for


credit
extended by banks and other traditional lending sources. The Fund does not borrow from lenders






13


















for the purpose of pursuing its investment objective. Nonetheless, restrictions on the availability of credit


may adversely affect investors who borrow to purchase Shares and participants in the markets for financial


instruments
in which the Fund trades, including futures markets. Limitations on the availability of credit,


whether in stressed market conditions or otherwise, may have a material adverse
effect on investors and


financial market participants, which in turn could affect the Fund’s ability to pursue its investment


objective. Among other things, fewer prospective investors may adversely affect the Fund’s asset levels,


and fewer
financial market participants may reduce liquidity and adversely affect pricing for the financial


instruments that the Fund seeks to trade.




The Fund may incur major losses in the event of disrupted markets and other
extraordinary events in


which historical pricing relationships become materially distorted. The risk of loss from pricing distortions


is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or


impossible to
close out or liquidate positions against which the markets are moving. The large size of the


positions which the Fund may acquire increases the risk of illiquidity by both making
its positions more


difficult to liquidate and increasing the losses incurred while trying to do so.






An Investment in the Shares May Be
Adversely Affected by Competition from Other Methods of


Investing in Commodities.




The Fund competes with other financial vehicles, including mutual funds, ETFs and
other investment


companies, other index tracking commodity pools, actively traded commodity pools, hedge funds,


traditional debt and equity securities issued by companies in the commodities industry, other securities


backed by or
linked to commodities, and direct investments in the underlying commodities or commodity


futures contracts. Market and financial conditions, and other conditions beyond the
Managing Owner’s


control, may make it more attractive to invest in other financial vehicles or to invest in such commodities


directly, which could limit the market for the Shares and therefore reduce the liquidity of the Shares.






The NAV Calculation of the Fund May Be Overstated or
Understated Due to the Valuation Method


Employed When a Settlement Price is Not Available on the Date of NAV Calculation.




Calculating the NAV of the Fund includes, in part, any unrealized profits or losses
on open commodity


futures contracts. Under normal circumstances, the NAV of the Fund reflects the settlement price of open


commodity futures contracts on the date when the NAV is being calculated. However, if a settlement price


for a commodity
futures contract could not be determined for any reason, the Managing Owner may value


the futures contract pursuant to policies the Managing Owner has adopted. In such a
situation, there is a


risk that the resulting calculation of the Fund’s NAV could be understated or overstated, perhaps to a


significant degree.






Futures Risks




Margin Requirements and Risk Limits for Futures Contracts may Limit the Fund’s Ability to Achieve


Sufficient Exposure and Prevent the Fund from Achieving its Investment Objective.




“Initial” or “original” margin is the minimum amount of
funds that must be deposited by a futures trader


with his commodity broker in order to initiate futures trading or to maintain an open position in futures


contracts. “Maintenance” margin is the amount (generally less than initial margin) to which a trader’s


account may decline before he must deliver additional margin. A margin deposit is like a cash performance


bond. It helps assure the futures trader’s performance of the futures contract that the trader purchases or


sells. Futures contracts are customarily bought and sold on margin that represents a very small percentage


(ranging
upward from less than 2%) of the purchase price of the underlying commodity being traded.


Because of such low margins, price fluctuations occurring in the futures markets may
create profits and


losses that are greater, in relation to the amount invested, than are customary in other forms of


investments. The minimum amount of margin required in connection with a particular futures contract is


set from time to
time by the exchange on which such contract is traded, and may be modified from time to


time by the exchange during the term of the contract. With respect to the Managing
Owner’s trading, only


the Managing Owner, and not the Fund or its Shareholders personally, will be subject to margin calls.






14


















Brokerage firms carrying
accounts for traders in futures contracts may not accept lower, and generally


require higher, amounts of margin as a matter of policy in order to afford further protection for


themselves.




An FCM may compute margin requirements multiple times per day and must do so at least once per day.


When
the Fund has an open futures contract position, it is subject to daily variation margin calls by an FCM


that could be substantial in the event of adverse price movements. Because
futures contracts require only


a small initial investment in the form of a deposit or initial margin, they involve a high degree of leverage.


A Fund with open positions is subject to maintenance or variation margin on its open positions. When the


market value of
a particular open futures contract position changes to a point where the margin on


deposit does not satisfy maintenance margin requirements, a margin call is made by the FCM. If
the


margin call is not met within a reasonable time, the FCM may close out the Fund’s position, which may


result in reduced returns to the Fund’s investors or impair the Fund from achieving its investment


objective. If
the Fund has insufficient cash to meet daily variation margin requirements, it may need to sell


assets at a time when doing so is disadvantageous. Futures markets are highly
volatile in general, and may


become more volatile during periods of market or economic volatility, and the use of or exposure to


futures contracts may increase volatility of the Fund’s NAV.




In addition, an FCM may impose margin requirements in addition to those imposed by the clearinghouse.


Margin requirements are subject to change on any given day, and may be raised in the future on a single


day
or on multiple or successive days by either or both of the clearinghouse and the FCM. High margin


requirements could prevent the Fund from obtaining sufficient exposure to
futures contracts and may


adversely affect the Fund’s ability to achieve its investment objective. An FCM’s failure to return required


margin to the Fund on a timely basis may cause the Fund to delay redemption settlement dates or restrict,


postpone, or
limit the right of redemption.




Futures contracts are subject to
liquidity risk. An FCM may impose risk limits on the Fund, which restrict


the amount of exposure to futures contracts that the Fund can obtain through the FCM. If the risk limits


imposed by an FCM do not provide sufficient exposure, the Fund may not be able to achieve its investment


objective.




Fluctuations in the Price of Assets Held by the Fund Could Have a Materially Adverse Effect on the Value


of an Investment in Shares.




The Shares are designed to reflect as closely as possible the changes, positive or negative, in the level of


the Index, over time, through the Fund’s portfolio of exchange-traded Index Contracts. The value of the


Shares
relates directly to the value of the portfolio, less the liabilities (including estimated accrued but


unpaid expenses) of the Fund. The price of the Index Commodities may
fluctuate widely. Several factors


may affect the prices of the Index Commodities, including, but not limited to:











Global supply and demand of each of the Index Commodities, which may be influenced by such


factors as forward selling by the various commodities producers, purchases made by the


commodities’
producers to unwind their hedge positions and production and cost levels in the


major markets of each of the Index Commodities;















Domestic and foreign interest rates and investors’ expectations concerning interest
rates;















Domestic and foreign inflation rates and investors’ expectations concerning inflation
rates;















Investment and trading activities of mutual funds, ETFs, closed-end funds, hedge funds and


commodity funds;















A significant change in investor interest, including as a result of online campaigns or other
activities


targeting investments in an Index Commodity;















Weather and other environmental conditions;















Acts of God; and















Global or regional political, economic or financial events and situations.










15


















Fewer Representative Commodities May Result in Greater Index
Volatility.




The Index Commodities are Gold and Silver. Other commodity
indexes may contain a larger number of


commodities than the Index. Accordingly, increased volatility in a single Index Commodity is expected to


have a greater impact on the Index’s overall volatility than would likely be the case with increased volatility


in
a single commodity within a broader index. Because the Fund tracks the performance of the Index, your


investment in the Fund will be exposed to the relatively greater impact on
the Index of volatility in a single


Index Commodity.






Because the Index Contracts Have No Intrinsic Value,
the Positive Performance of Your Investment Is


Wholly Dependent Upon an Equal and Offsetting Loss.




Trading in futures contracts transfers the risk of future price movements from one
market participant to


another. For every gain in futures trading, there is an equal and offsetting loss. Accordingly, whether a


futures trade is profitable for one party depends on whether the price paid, value received, or cost of


delivery under
the related futures contract is favorable to that party. The prices of stocks, bonds, and


other assets could rise significantly, and the economy as a whole could prosper, while
the Fund


experiences losses as a result of pursuing its investment objective through trading Index
Contracts.






The Fund May Not Provide a Diversification Benefit to Investments in Other Asset Classes and May


Result in Additional Losses to Your Portfolio.




Historically, commodity futures returns have tended not to be correlated with the returns of other assets


such as stocks and bonds. Commodity futures contracts therefore have the potential to help diversify


investor portfolios consisting of stocks and bonds, to the extent there is low or negative correlation


between commodity futures contracts and other assets held in those portfolios. However, the fact that the


Index is not inversely correlated with other assets such as stocks and bonds means that, in seeking to


replicate the performance of the Index, the Fund will not necessarily be profitable during unfavorable


periods for the stock or bond markets. If the Shares perform in a manner that correlates with the stock or


bond markets or otherwise do not perform successfully, the Shares may not provide any diversification


from
losses in those markets. In such a scenario, the Shares may produce no gains to offset losses from


investments in stocks, bonds, or related assets and may result in additional
investment losses.




The Fund’s
Returns from Futures Trading Will Be Affected by Market Conditions When Replacing


Expiring Futures Contracts With New Futures Contracts on
Index Commodities.




The Fund’s returns from futures trading are
called excess return, which is the combined return based on


the spot prices of the Index Commodities and the roll yield from trading Index Contracts. Market


conditions at the time the Fund replaces expiring Index Contracts with new Index Contracts – i.e., when


Index
Contracts are “rolled” – will affect the Fund’s roll yield. Those market conditions are referred to as


backwardation and contango, which will generally
affect the Fund’s roll yield as set forth below:











Rolling
in a backwardated market will tend to enhance returns from futures trading. Backwardation


exists when prices are higher for contracts with shorter-term expirations than those
with longer-


term expirations, a condition that is typically associated with commodities that are consumed


quickly instead of being put in storage.















Rolling in a contangoed market will tend to cause a drag on returns from futures trading.
Contango


exists when contract prices are higher in distant delivery months than in nearer delivery months,


typically due to costs associated with storing a given physical commodity for a longer period.








In seeking to track the performance of the Index, therefore, the Fund will be
exposed to the effects of


backwardation and contango when it rolls its positions in Index Contracts. The Index uses the Optimum


Yield


TM


rolling
methodology, which seeks to maximize the roll benefits in backwardated markets and to


minimize the losses from rolling in contangoed markets. There can be no assurance that these
outcomes


will be obtained. The impact of backwardation and contango may also cause the Fund’s performance to


vary from the returns of other price references, including the spot prices of one or more Index


Commodities.






16


















Index Risks




The Fund’s Performance May Not Always Replicate the Changes in the Levels of its Index.




Tracking the Index requires trading of the Fund’s portfolio with a view to
tracking the Index over time and


is dependent upon the skills of the Managing Owner and its trading principals, among other factors. It is


possible that the Fund’s performance may not fully replicate the changes in levels of the Index due to


disruptions
in the markets for the relevant Index Commodities, the imposition of position limits, or due to


other extraordinary circumstances.






The
Managing Owner may determine to invest in other futures contracts if at any time it is impractical or


inefficient to gain full or partial exposure to an Index Commodity through
the use of Index Contracts.


These other futures contracts may or may not be based on an Index Commodity. When they are not, the


Managing Owner may seek to select futures contracts that it reasonably believes tend to exhibit trading


prices that
correlate with an Index Contract.




As the Fund approaches or reaches
position limits with respect to an Index Commodity, the Fund may


commence investing in Index Contracts that reference other Index Commodities. In those circumstances,


the Fund may also trade in futures contracts based on commodities other than Index Commodities that


the Managing Owner
reasonably believes tend to exhibit trading prices that correlate with an Index


Contract.






In addition, the Fund may not be able to replicate the changes in levels of the
Index because the total


return generated by the Fund is reduced by expenses and transaction costs, including those incurred in


connection with the Fund’s trading activities, and increased by, as applicable, Treasury Income, Money


Market
Income and T-Bill ETF Income.




There can be no guarantee that the Index
or the underlying methodology is free from error. It is also


possible that third parties may seek to manipulate the value of the Index or the Index Commodities which,


if successful, would be likely to have an adverse effect on the Fund’s performance.




The Fund Is Not Actively Managed and Tracks the Index During Periods in Which the Index Is Flat or


Declining as Well as When the Index Is Rising.




The Fund is not actively managed on the basis of judgments relating to economic, financial and market


conditions with a view to obtaining positive results under all market conditions. Instead, the Managing


Owner seeks to cause the NAV to track the performance of the Index during periods in which the Index is


flat or declining as well as when the Index is rising. Therefore, if positions in any one or more of the Index


Commodities are declining in value, the Fund will not close out such positions, except in connection with a


change in
the composition or weighting of the Index.




Unusually Long Peak-to-Valley Drawdown Periods with
Respect to the Index May Be Reflected in Equally


Long Peak-to-Valley Drawdown Periods with Respect To the Performance of the
Shares.




“Peak-to-valley drawdown” represents the cumulative
percentage decline in month-end NAV per Share


due to losses sustained during any period in which the initial month-end NAV per Share is not equaled or


exceeded by a subsequent month-end NAV per Share.




Although past Index levels are not necessarily indicative of future Index levels, the peak-to-valley


drawdown periods that the Index has experienced occasionally have been unusually long and have lasted


for
multi-year drawdown periods. Please see the chart on page


30


for information regarding worst
peak-to-valley


drawdown periods with respect to the Index.




Because it is expected that the Fund’s performance will track the change of its underlying Index, the Fund


would experience a continuous drawdown during the period that the Index experiences such a drawdown.


The value of your
Shares will also decrease during such a period.






17


















Regulatory Risks




Position Limits and Other Potential Limitations on Futures Trading May Restrict the Creation of Creation


Units and the Operation of the Fund.




Position Limits.


The Index is composed of two Index Commodities, each of which
is subject to position


limits imposed by the CFTC (pursuant to the phased-in compliance schedule of the CFTC’s recent


rulemaking) and/or the rules of futures exchanges on which Index Contracts are traded. The CFTC


amended its position
limits rules in October 2020. Pursuant to the amended rules, federal position limits


will apply to 25 physical delivery commodity futures contracts and options thereon, as well
as to swaps


that are economically equivalent to such contracts and to futures and options thereon that are directly or


indirectly linked to the price of such contracts or to the same commodity underlying such contracts (e.g.,


cash-settled
look-a-like futures), subject to a phased-in compliance period. Under the amended


framework, position limits (i) for 25 core referenced futures contracts (including corn, oats,
wheat,


soybean, soybean meal, soybean oil, cotton, live cattle, rough rice, cocoa, coffee, frozen orange juice


concentrate, sugar, gold, silver, copper, platinum, palladium, natural gas, crude oil, heating oil, and RBOB


gasoline)
are determined by the CFTC and (ii) for all other commodities are determined by the futures


exchanges.






The resulting impact on the Fund of final regulations that impose new
and revised position limits is


unknown. It is expected that futures exchanges will amend their existing position limits rules or adopt new


requirements. New or more restrictive position limits could reduce liquidity in the market, which would be


likely to
have adverse effects on the pricing of commodity futures contracts. Changes in CFTC and/or


exchange-level position limits rules therefore could adversely affect the Fund’s
ability to pursue its


investment objective or achieve favorable performance.




Position Aggregation.


In general, a trader is required by CFTC or exchange
rules, as applicable, to aggregate


all positions in accounts as to which the trader has 10% or greater ownership or control. CFTC and


exchange rules provide exemptions from this requirement. For example, a trader is not required to


aggregate positions in
multiple accounts that it owns or controls if that trader is able to satisfy the


requirements of an exemption from aggregation of those accounts, including, where available, the


independent account controller exemption.




Failure to comply with the independent account controller exemption or another exemption from the


aggregation requirement could obligate the Managing Owner to aggregate positions in multiple accounts


under
its control, which could include the Fund and other commodity pools or accounts under the


Managing Owner’s control. In such a scenario, the Fund may not be able to obtain
exposure to one or


more Index Contracts necessary to pursue its investment objective, or it may be required to liquidate


existing Index Contract positions in order to comply with a limit. Such an outcome could adversely affect


the
Fund’s ability to pursue its investment objective or achieve favorable performance.




The CFTC amended its position aggregation rules in December 2016. The CFTC staff subsequently issued


time-limited no-action relief from compliance with certain requirements under the amended aggregation


rules, including the general requirement to aggregate positions in the same commodity futures contracts


traded pursuant to substantially identical trading strategies. This no-action relief expires on August 12,


2022.




Accountability Levels.


Exchanges may establish accountability levels applicable
to a futures contract


instead of position limits, provided that the futures contract is not subject to federal position limits. An


exchange may order a person who holds or controls a position in excess of a position accountability level


not to further
increase its position, to comply with any prospective limit that exceeds the size of the


position owned or controlled, or to reduce any open position that exceeds the position
accountability level


if the exchange determines that such action is necessary to maintain an orderly market. Position


accountability levels could adversely affect the Fund’s ability to establish and maintain positions in


commodity
futures contracts to which such levels apply, if the Fund were to trade in such contracts. Such


an outcome could adversely affect the Fund’s ability to pursue its
investment objective.






18


















Daily Limits.


U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of


fluctuation in futures
contract prices that may occur during a single business day. These limits are


generally referred to as “daily price fluctuation limits” or “daily limits,”
and the maximum or minimum


price of a contract on any given day as a result of these limits is referred to as a “limit price.” Once a limit


price has been reached in a particular contract, it is usually the case that no trades may be made at a


different price
than specified in the limit. The duration of limit prices generally varies. Limit prices may


have the effect of precluding the Fund from trading in a particular contract or
requiring the Fund to


liquidate contracts at disadvantageous times or prices. Either of those outcomes could adversely affect the


Fund’s ability to pursue its investment objective.




Potential Effects of Positions Limits, Accountability Levels, and Daily Limits.


The Fund is currently subject to


position limits and may be subject to new and more restrictive position limits in the future. If the Fund


reached a position limit or accountability level or became subject to a daily limit, its ability to issue new


Creation
Units or reinvest income in additional commodity futures contracts may be limited to the extent


these restrictions limit its ability to establish new futures positions, add to
existing positions, or otherwise


transact in futures. Limiting the size of the Fund, or restricting the Fund’s futures trading, under these


requirements could adversely affect the Fund’s ability to pursue its investment objective.




Failure of Futures Commission Merchants or Commodity
Brokers to Segregate Assets May Cause Losses


for the Fund.




The Commodity Exchange Act requires a futures commission merchant to segregate all
funds received


from customers from such futures commission merchant’s proprietary assets. If the Commodity Broker


fails to segregate customer assets as required, the assets of the Fund might not be fully protected in the


event of the
Commodity Broker’s bankruptcy. Furthermore, in the event of the Commodity Broker’s


bankruptcy, the Fund could be limited to recovering either a pro rata share of all
available funds


segregated on behalf of the Commodity Broker’s combined customer accounts or the Fund may not


recover any assets at all, even though certain property specifically traceable to the Fund was held by the


Commodity
Broker.




The Commodity Exchange Act requires an approved derivatives
clearing organization to segregate all funds


and other property received from a clearing member’s customers in connection with U.S. futures and


options contracts from any funds held at the clearing organization to support the clearing member’s


proprietary
trading. Nevertheless, customer funds held at a clearing organization in connection with any


futures or options contracts may be held in a commingled omnibus account, which may
not identify the


name of the clearing member’s individual customers. With respect to futures and options contracts, a


clearing organization may use assets of a non-defaulting customer held in an omnibus account at the


clearing
organization to satisfy payment obligations of a defaulting customer of the clearing member to


the clearing organization. In the event of a default of the clearing futures
commission merchant’s other


clients or the clearing futures commission merchant’s failure to extend its own funds in connection with


any such default, a customer may not be able to recover the full amount of assets deposited by the


clearing futures
commission merchant with the clearing organization on the customer’s behalf.




In the event of a bankruptcy or insolvency of any exchange or a clearing house, the Fund could experience


a loss of the funds deposited through the Commodity Broker as margin with the exchange or clearing


house, a
loss of any unrealized profits on its open positions on the exchange, and the loss of unrealized


profits on its closed positions on the exchange.




The Fund’s Performance Could Be Adversely
Affected if the Commodity Broker Reduces its Internal Risk


Limits for the Fund.




The CFTC requires futures commission merchants, like the Commodity Broker, to
implement and evaluate


from time-to-time risk-based limits on futures position and order sizes. Under this regime, the Commodity


Broker could determine to reduce its internal risk limits on the size of futures positions it will trade or clear


for
the Fund. Such a development would reduce the Fund’s capacity to transact in futures contracts. In this


scenario, the Fund could seek to enter into clearing relationships
with one or more other clearing brokers


with the goal of increasing its overall capacity to trade and clear futures contracts. The introduction of one






19


















or more additional clearing
broker relationships would be likely to increase the Fund’s trading costs and


could make its overall trading less efficient or more prone to error. These consequences would
be likely to


detract from the Fund’s performance.




Regulatory Changes or Actions May Alter the Operations and Profitability of the Fund.




The regulation of commodity interest transactions and markets, including under the
Dodd-Frank Act, is a


rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. In


particular, the Dodd-Frank Act has expanded the regulation of markets, market participants and financial


instruments.
The regulatory regime under the Dodd-Frank Act has imposed additional compliance and


legal burdens on participants in the markets for futures and other commodity interests. For
example,


under the Dodd-Frank Act new capital and risk requirements have been imposed on market


intermediaries. Those requirements may cause the cost of trading to increase for market participants, like


the Fund, that must interact with those intermediaries to carry out their trading activities. These increased


costs can detract from the Fund’s performance.




The Fund and the Managing Owner Are Subject to Extensive Legal and Regulatory Requirements.




The Fund is subject to a comprehensive scheme of regulation under the federal
commodity futures trading


and securities laws, as well as futures market rules and the rules and listing standards for its Shares. The


Fund and the Managing Owner could each be subject to sanctions for a failure to comply with those


requirements, which
could adversely affect the Fund’s financial performance and its ability to pursue its


investment objective. In addition, the SEC, CFTC, and exchanges are empowered to
intervene in their


respective markets in response to extreme market conditions. Any such interventions could adversely


affect the Fund’s ability to pursue its investment objective and could lead to losses for the Fund and its


Shareholders.




In addition, the Fund is subject to significant disclosure, internal control, governance, and financial


reporting requirements because the Shares are publicly traded.




For example, the Fund is responsible for establishing and maintaining internal controls over financial


reporting. Under this requirement, the Fund must adopt, implement and maintain an internal control


system
designed to provide reasonable assurance to its management regarding the preparation and fair


presentation of published financial statements. The Fund is also required to adopt,
implement, and


maintain disclosure controls and procedures that are designed to ensure information required to be


disclosed by the Fund in reports that it files or submits to the SEC is recorded, processed, summarized and


reported
within the time periods specified by the SEC. There is a risk that the Fund’s internal controls over


financial reporting and disclosure controls and procedures could fail
to work properly or otherwise fail to


satisfy SEC requirements. Such a failure could result in the reporting or disclosure of incorrect information


or a failure to report information on a timely basis. Such a failure could be to the disadvantage of


Shareholders and
could expose the Fund to penalties or otherwise adversely affect the Fund’s status under


the federal securities laws and SEC regulations.




All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even


those systems determined to be effective may provide only reasonable assurance with respect to financial


statement preparation and presentation and other disclosure matters.




Tax Risks




Shareholders Will Be Subject to Taxation on Their Allocable Share of the Fund’s Taxable Income,


Whether or Not They Receive Cash Distributions.




Shareholders will be subject to U.S. federal income taxation and, in some cases, state, local, or foreign


income taxation on their allocable share of the Fund’s taxable income, whether or not they receive cash


distributions from the Fund. Shareholders may not receive cash distributions equal to their share of the


Fund’s taxable income or even the tax liability that results from such income.






20


















Items of Income, Gain, Loss and Deduction with Respect to Shares Could
Be Reallocated if the IRS Does


Not Accept the Assumptions or Conventions Used by the Fund in Allocating Such Items.




U.S. federal income tax rules applicable to partnerships are complex and often
difficult to apply to publicly


traded partnerships. The Fund will apply certain assumptions and conventions in an attempt to comply


with applicable rules and to report items of income, gain, loss and deduction to Shareholders in a manner


that reflects
the Shareholders’ beneficial interest in such tax items, but these assumptions and


conventions may not be in compliance with all aspects of the applicable tax requirements.
It is possible


that the United States Internal Revenue Service (the “IRS”) will successfully assert that the conventions


and assumptions used by the Fund do not satisfy the technical requirements of the Internal Revenue Code


of 1986, as
amended (the “Code”), and/or the Federal Tax Regulations codified under 26 C.F.R., referred to


herein as the Treasury Regulations, and could require that items of
income, gain, loss and deduction be


adjusted or reallocated in a manner that adversely affects one or more Shareholders.




The Fund is a partnership, which is generally not subject to U.S. federal income
taxes. Rather, the


partnership’s taxable income flows through to the owners, who are responsible for paying the applicable


income taxes on the income allocated to them. The Fund is subject to partnership audit rules in


Subchapter C of Chapter
63 of the Code (the “Centralized Partnership Audit Regime”). Under the


Centralized Partnership Audit Regime, any IRS audit of the Fund would be conducted at the Fund
level, and


if the IRS determines an adjustment, the default rule is that the Fund would pay an “imputed


underpayment” including interest and penalties, if applicable. The Fund may instead elect to make a


“push-out” election, in which case the shareholders for the year that is under audit would be required to


take into account the adjustments on their own personal income tax returns.




No Deduction for Qualified Publicly Traded Partnership Income.




For taxable years beginning before January 1, 2026, there is a 20% deduction for
“qualified publicly traded


partnership income” within the meaning of Section 199A(e)(4) of the Code. In general, “qualified publicly


traded partnership income” for this purpose is an item of income, gain, deduction or loss that is effectively


connected with a United States trade or business and includable in determining taxable income for the


year,
but does not include certain investment income. It is currently not expected that the Fund’s income


will be eligible for such deduction because as discussed below, although
the matter is not free from doubt,


the Fund believes that the activities directly conducted by the Fund will not result in the Fund being


engaged in a trade or business within the United States. Potential investors should consult their tax


advisors regarding
the availability of such deduction for their allocable share of the Fund’s items of


income, gain, deduction and loss.




PROSPECTIVE INVESTORS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX
ADVISORS AND


COUNSEL WITH RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE


SHARES; SUCH TAX CONSEQUENCES MAY DIFFER WITH RESPECT TO DIFFERENT INVESTORS.




Other Risks




An Insolvency Resulting from Another Series of the Trust or the Trust Itself May Have a Material Adverse


Effect on the Fund.




The Fund is a series of a Delaware statutory trust. Pursuant to Delaware law, the organization of the Trust


provides that the assets and liabilities of the Fund are separate from the assets and liabilities of the other


series of the Trust, as well as the larger Trust itself. Though such organization may, under state law,


protect the
assets of the Fund in an insolvency action brought by the creditors of another series of the


Trust, this may be insufficient to protect the assets of the Fund from such creditors
in an insolvency action


in federal court, or in a court in a foreign jurisdiction. Accordingly, an insolvency resulting from another


series of the Trust or the Trust itself may have a material adverse effect on the Fund.




Disruptions in the Ability to Create and Redeem Creation Units May Adversely Affect Investors.




It is generally expected that the public trading price per Share will track the NAV
per Share closely over


time. The relationship between the public trading price per Share and the NAV per Share depends, to a






21


















considerable degree, on the
ability of Authorized Participants or their clients or customers to purchase and


redeem Creation Units in the ordinary course. If the process for creating or redeeming Shares is
impaired


for any reason, Authorized Participants and their clients or customers may not be able to purchase and


redeem Creation Units or, even if possible, may choose not to do so. The inability to purchase and redeem


Creation
Units, or the partial impairment of the ability to purchase and redeem Creation Units, could result


in Shares trading at a premium or discount to the NAV of the Fund. Such a
premium or discount could be


significant, depending upon the nature or duration of the impairment.




In addition, the Fund may, in its discretion, suspend the creation of Creation
Units. Suspension of creations


may adversely affect how the Shares are traded and could cause Shares to trade at a premium or discount


to the NAV of the Fund, perhaps to a significant degree.




The Shares Could Decrease in Value if Unanticipated Operational or Trading Problems Arise.




The mechanisms and procedures governing the creation, redemption and offering of the
Shares have been


developed specifically for the Fund. Consequently, there may be unanticipated problems with respect to


the mechanics of the operations of the Fund and the trading of the Shares that could have a material


adverse effect on
an investment in the Shares. To the extent that unanticipated operational or trading


problems arise, the Managing Owner’s past experience and qualifications may not be
suitable for solving


those problems.




Historical Performance of the Fund and the Index is Not Indicative of Future Performance.




Past performance of the Fund or the Index is not necessarily indicative of future
results. Therefore, past


performance of the Fund or the Index should not be relied upon in deciding whether to buy Shares of the


Fund.




Fees and Expenses May Deplete the Fund’s Assets if the Fund’s Investment Performance is Not


Favorable.




The Fund pays fees and expenses regardless of its investment performance. Such fees and expenses


include
asset-based fees of 0.75% per annum. Additional charges include brokerage fees of approximately


0.02% per annum in the aggregate and selling commissions. Selling commissions are
not included in the


Fund’s breakeven calculation. The sum of the Fund’s Treasury Income, Money Market Income and/or T-Bill


ETF Income may not exceed its fees and expenses. If such income does not exceed its fees and expenses, in


order to break
even, the Fund’s futures trading activity will need to have a favorable performance that


exceeds the difference between the sum of the Fund’s Treasury Income, Money
Market Income and/or


T-Bill ETF Income and its fees and expenses. If the Fund’s futures trading performance is not sufficiently


favorable, the Fund’s expenses could deplete its assets over time. In such a scenario, the value of your


Shares
will decrease.




There May Be
Circumstances That Could Prevent the Fund from Being Operated in a Manner Consistent


With its Investment Objective.




There may be circumstances outside the control of the Managing Owner and/or the Fund
that make it, for


all practical purposes, impossible to re-position the Fund and/or to process a purchase or redemption


order. Examples of such circumstances include: natural disasters; public service disruptions or utility


problems such as
those caused by fires, floods, extreme weather conditions, and power outages resulting


in telephone, telecopy, and computer failures; market conditions or activities causing
trading halts;


systems failures involving computer or other information systems affecting the aforementioned parties, as


well as DTC, or any other participant in the purchase process, and similar extraordinary events. While the


Managing
Owner has established and implemented a disaster recovery plan, circumstances such as those


identified above may prevent the Fund from being operated in a manner consistent with
its investment


objective.




Additionally, natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis


and other severe weather-related phenomena generally, and widespread disease, including pandemics


and
epidemics, have been and may be highly disruptive to economies and markets, adversely impacting






22


















individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings,


investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing


interdependence among global economies and markets, conditions in one country, market, or region are


increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries,


including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s


investments and could result in increased premiums or discounts to the Fund’s NAV. Additionally, the Fund


rebalances its portfolio in accordance with the Index, and, therefore, any changes to the Index’s rebalance


schedule will result in corresponding changes to the Fund’s rebalance schedule.






Redemption Orders for Creation Units May Be Subject
to Postponement, Suspension or Rejection Under


Certain Circumstances.




The Managing Owner may, in its discretion, suspend the right of redemption or
postpone the redemption


order settlement date with respect to Creation Units for (1) any period during which an emergency exists


as a result of which the redemption distribution is not reasonably practicable, or (2) such other period as


the Managing
Owner determines to be necessary for the protection of the Shareholders. In addition, the


Fund will reject a redemption order if the order is not in proper form as described in
the participant


agreement with the Authorized Participant, or if the fulfillment of the order, in the opinion of the Fund’s


counsel, might be unlawful. Any such postponement, suspension or rejection could adversely affect a


redeeming Authorized
Participant. For example, the resulting delay may adversely affect the value of the


Authorized Participant’s redemption proceeds if the NAV of the Fund declines during the
period of delay.


The Fund disclaims any liability for any loss or damage that may result from any such suspension or


postponement.




Shareholders Do Not Have the Protections Associated With Ownership of Shares in an Investment


Company Registered Under the 1940 Act.




The Fund is not registered as an investment company under the 1940 Act. Consequently, Shareholders do


not
have the legal and regulatory protections provided to the investors in investment companies that are


registered as such.




Shareholders Do Not Have the Rights Enjoyed by
Investors in Certain Other Vehicles.




The Shares have none of the
statutory rights normally associated with the ownership of shares of a


corporation. However, under Delaware law, a beneficial owner of a business trust (such as a Shareholder)


may, under certain circumstances, institute legal action on behalf of himself and all other similarly situated


beneficial owners to recover damages from a third party where a managing owner has failed or refused to


institute legal
action on behalf of himself and all other similarly situated beneficial owners to recover


damages from a managing owner for violations of fiduciary duties, or on behalf of a
business trust to


recover damages from a third party where a managing owner has failed or refused to institute proceedings


to recover such damages. The Shares have limited voting and distribution rights (for example,


Shareholders do not have
the right to elect directors and the Fund is not required to pay regular


distributions, although the Fund may pay distributions in the discretion of the Managing
Owner).




Various Actual and Potential
Conflicts of Interest May Be Detrimental to Shareholders.




The Fund is
subject to actual and potential conflicts of interest involving the Managing Owner or any of its


affiliates, the Commodity Broker, including its principals and its affiliates,
the Index Sponsor, and Invesco


Distributors. The Managing Owner and its principals, all of whom are engaged in other investment


activities, are not required to devote substantially all of their time to the business of the Fund, which also


presents
the potential for numerous conflicts of interest with the Fund. The Managing Owner and its


principals and affiliates are engaged in a broad array of asset management and
financial services activities


and may engage in activities during the ordinary course of business that cause their interests or those of


their other clients to conflict with those of the Fund and its Shareholders.




As a result of these and other relationships, parties involved with the Fund have a financial incentive to act


in a manner other than in the best interests of the Fund and the Shareholders. For example, by investing in






23


















affiliated money market
mutual funds and/or T-Bill ETFs for margin and/or cash management purposes,


the Managing Owner may select affiliated money market mutual funds and/or T-Bill ETFs that may pay


dividends that are lower than non-affiliated money market mutual funds and/or T-Bill ETFs. In addition,


the
Managing Owner would have a conflict of interest if it sought to redeem the Fund’s interest in an


affiliated money market mutual fund or T-Bill ETF in circumstances when
such a redemption would be


unfavorable for the affiliated fund. The Managing Owner has not established any formal procedure to


resolve conflicts of interest. Consequently, investors are dependent on the good faith of the respective


parties subject
to such conflicts to resolve them equitably. Although the Managing Owner attempts to


monitor these conflicts, it is extremely difficult, if not impossible, for the Managing Owner
to ensure that


these conflicts do not, in fact, result in adverse consequences to the Fund and the Shareholders.




The Fund may be subject to certain conflicts with respect to the Commodity Broker,
including, but not


limited to, conflicts that result from receiving greater amounts of compensation from other clients, or


purchasing opposite or competing positions on behalf of third party accounts traded through the


Commodity Broker.
Because the Managing Owner and Invesco Distributors are affiliates, the Managing


Owner has a disincentive to replace Invesco Distributors. Furthermore, the Managing Owner did not


conduct an arm’s length negotiation when it retained Invesco Distributors.




Lack of Independent Advisers Representing Investors.




The Managing Owner has consulted with counsel, accountants and other advisers
regarding the operation


of the Fund. No counsel has been appointed to represent you in connection with the Fund’s continuous


offering of Shares. Accordingly, you should consult your own legal, tax and financial advisers about


whether you should
invest in the Fund.




Possibility of
Termination of the Fund May Adversely Affect Your Portfolio.




It is
ultimately within the discretion of the Managing Owner whether it will continue to operate and advise


the Fund. The Managing Owner may withdraw from the Fund upon 120 days’
prior written notice to all


Shareholders and the Trustee, which would cause the Fund to terminate unless a substitute managing


owner was obtained. Shareholders owning 50% or more of the Shares have the power to terminate the


Fund. If it is so
exercised, investors who may wish to continue to invest in a vehicle that tracks the Fund’s


Index will have to find another vehicle, and may not be able to find another
vehicle that offers the same


features as the Fund. See “Description of the Shares; Certain Material Terms of the Trust Agreement –


Termination Events” for a summary of termination events. Such detrimental developments could cause


you to
liquidate your investments and upset the overall maturity and timing of your investment portfolio.


In addition, Shareholders could receive less from the sale of the Fund’s
assets in the event of its liquidation


and termination than amounts that could be realized from sales of those assets other than in the case of a


liquidation and termination. If the registrations with the CFTC or memberships in the NFA of the Managing


Owner or the
Commodity Broker were revoked or suspended, such entity would no longer be able to


provide services to the Fund.




Competing Claims Over Ownership of Intellectual
Property Rights Related to the Fund Could Adversely


Affect the Fund and an Investment in the Shares.




While the Managing Owner believes that all intellectual property rights needed to
operate the Fund in the


manner described in this Prospectus are either owned by or licensed to the Managing Owner or have been


obtained, third parties may allege or assert ownership of intellectual property rights which may be related


to the
design, structure and operations of the Fund. To the extent any claims of such ownership are


brought or any proceedings are instituted to assert such claims, the issuance of any
restraining orders or


injunctions, the negotiation, litigation or settlement of such claims, or the ultimate disposition of such


claims in a court of law may adversely affect the Fund and an investment in the Shares. For example, such


actions could
result in expenses or damages payable by the Fund, suspension of activities or the


termination of the Fund.






24


















The Value of the Shares Will Be Adversely Affected if the Fund Is Required to Indemnify the Trustee or


the Managing Owner.




Under the Trust Agreement, the Trustee and the Managing Owner have the right to be indemnified for any


liability or expense they incur, except for any expenses resulting from gross negligence or willful


misconduct. That means the Managing Owner may require the assets of the Fund to be sold in order to


cover
losses or liability suffered by it or by the Trustee. Any sale of that kind would reduce the NAV of the


Fund and, consequently, the value of the Shares.




Although the Shares Are Limited Liability
Investments, Certain Circumstances such as Bankruptcy of the


Fund or Indemnification of the Fund by the Shareholders Will Increase a
Shareholder’s Liability.




The Shares are limited liability
investments; investors may not lose more than the amount that they invest


including any appreciation in their investments. However, Shareholders could be required, as a matter of


bankruptcy law, to return to the estate of the Fund any distribution they received at a time when the Fund


was in fact insolvent or in violation of the Trust Agreement. In addition, Shareholders agree in the Trust


Agreement that they will indemnify the Fund for any harm suffered by it as a result of:











Shareholders’ actions unrelated to the business of the Fund, or















taxes imposed on the Shares by the states or municipalities in which such investors
reside.










The Fund May Lose Money on Its Holdings of Money Market Mutual Funds.




The Fund may invest in government money market funds that have chosen to not rely on
the ability to


impose fees on shareholder redemptions, or liquidity fees, or temporarily to suspend redemption


privileges, or gates, if the government money market fund’s weekly liquid assets fall below a certain


threshold.
Although such government money market funds seek to preserve the value of an investment at


$1.00 per share, there is no guarantee that they will be able to do so. As a result,
the Fund may lose money


by investing in a government money market fund. An investment in a government money market fund is


not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government


agency. The share price of a government money market fund can fall below the $1.00 share price. The


Fund
cannot rely on or expect a government money market fund’s adviser or its affiliates to enter into


support agreements or take other actions to maintain the government money
market fund’s $1.00 share


price. The credit quality of a government money market fund’s holdings can change rapidly in certain


markets, and the default of a single holding could have an adverse impact on the government money


market fund’s
share price. Due to fluctuations in interest rates, the market value of securities held by a


government money market fund may vary. A government money market fund’s share
price can also be


negatively affected during periods of high redemption pressures and/or illiquid markets.






Due to the Increased Use of
Technologies, Intentional and Unintentional Cyber Attacks Pose Operational


and Information Security Risks.




With the increased use of technologies such as the Internet and the dependence on
computer systems to


perform necessary business functions, the Fund is susceptible to operational and information security


risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks


include,
but are not limited to gaining unauthorized access to digital systems for purposes of


misappropriating assets or sensitive information, corrupting data, or causing operational
disruption.




Cyber attacks may also be carried out in a manner that does
not require gaining unauthorized access, such


as causing denial-of-service attacks on websites. Cyber security failures or breaches of the Fund’s third


party service providers (including, but not limited to, the Index Sponsor, the Administrator and the


Transfer Agent) or
the money market mutual funds and T-Bill ETFs in which the Fund invests, have the


ability to cause disruptions and impact business operations, potentially resulting in financial
losses, the


inability of Shareholders or Authorized Participants to transact business in Shares and Creation Units


respectively, violations of applicable privacy and other laws, regulatory fines, penalties, reputational


damage,
reimbursement or other compensation costs, and/or additional compliance costs. In addition,






25


















substantial costs may be incurred in order to prevent any cyber incidents in the future. The Fund and its


Shareholders could be negatively impacted as a result.




While the Managing Owner has established business continuity plans and systems reasonably designed to


detect and prevent such cyber attacks from being effective, there are inherent limitations in such plans


and systems. For instance, it is possible that certain existing risks have not been identified or that new risks


will emerge before countervailing measures can be implemented. Furthermore, the Fund cannot control,


or even necessarily
influence, the cyber security plans and systems put in place by the Fund’s third party


service providers. Since the Fund is dependent upon third party service providers
(including the Managing


Owner) for substantially all of its operational needs, the Fund is subject to the risk that a cyber attack on a


service provider will materially impair its normal operations even if the Fund itself is not subject to such an


attack.
In addition, a service provider that has experienced a cyber security incident may divert resources


normally devoted to servicing the Fund to addressing the incident, which would
be likely to have an


adverse effect on the Fund’s operations. Cyber attacks may also cause disruptions to the futures


exchanges and clearinghouses through which the Fund invests in futures contracts and to the exchanges


on which the Fund
buys and sells shares of T-Bill ETFs, which could result in disruptions to the Fund’s


ability to pursue its investment objective, resulting in financial losses to the Fund
and Shareholders.








Forward-Looking Statements




This Prospectus includes forward-looking statements within the meaning of Section
27A of the Securities


Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as


amended (the “Exchange Act”), that involve substantial risks and uncertainties. The matters discussed in


the
Prospectus that are not historical facts are forward-looking statements. These forward-looking


statements are based on the Fund’s and Managing Owner’s current
expectations, estimates and


projections about the future results, performance, prospects and opportunities of the Fund and the Fund’s


business and industry and their beliefs and assumptions about future events and speak only as of the date


on which they
are made. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,”


“outlook,” and “estimate,” as well as similar words and phrases, signify forward-looking statements.


Forward-looking statements are not guarantees of future results. Conditions and important factors, risks


and
uncertainties in the markets for financial instruments that the Fund trades, in the markets for related


physical commodities, in the legal and regulatory regimes applicable to
Invesco Capital Management LLC,


the Fund, and the Fund’s service providers, and in the broader economy may cause actual results to differ


materially from those expressed by such forward-looking statements. These forward-looking statements


are subject to a
number of risks, uncertainties and other factors, including those described in the “Risk


Factors” and elsewhere in this Prospectus and in other SEC filings by the
Fund, that could cause the actual


results, performance, prospects or opportunities of the Fund to differ materially from those expressed in,


or implied by, these forward-looking statements.




You should not place undue reliance on any forward-looking statements. Except as expressly required by


the federal securities laws, the Managing Owner undertakes no obligation to publicly update or revise any


forward-looking statements or the risks, uncertainties or other factors described in this Prospectus, as a


result of new information, future events or changed circumstances or for any other reason after the date


of
this Prospectus.






Investment Objective




The Fund seeks to track changes, whether positive or negative, in the level of the Index over time, plus the


excess, if any, of the sum of the Fund’s Treasury Income, Money Market Income and T-Bill ETF Income over


the
expenses of the Fund. The Fund invests in futures contracts in an attempt to track its Index. The Fund


holds Treasury Securities, money market mutual funds and T-Bill-ETFs only
for margin and/or cash


management purposes. While the Fund’s performance will reflect the appreciation or depreciation of


those holdings, the Fund’s performance, whether positive or negative, will be driven primarily by its


strategy of
trading futures contracts with the aim of seeking to track the Index.






26


















Investing in the Fund does not insulate Shareholders from certain risks, including price volatility. In


addition, the Index utilizes an Optimum Yield


TM


methodology, which seeks to minimize the effects of


negative roll yield that may be experienced by other commodities
indexes. “Negative roll yield” is a term


that describes the adverse impact of an upward-sloping price curve for futures contracts, which makes it


more expensive to replace expiring contracts with new contracts. However, the Optimum
Yield


TM




methodology may not be successful, and in such instances, the Fund, by tracking the Index, may be


negatively impacted.




The Shares are intended to provide investment results that generally correspond to changes, positive or


negative, in the levels of the Index over time. The value of the Shares is expected to fluctuate in relation to


changes in the value of the Fund’s portfolio. The market price of the Shares may not be identical to the


NAV per
Share, but these two valuations are generally expected to be very close. See “Risk Factors – NAV


May Not Always Correspond to Market Price and, as a Result, Creation
Units May Be Created or Redeemed


at a Value that Differs from the Market Price of the Shares.”




The Fund pursues its investment objective by investing in a portfolio of
exchange-traded futures on the


Index Commodities. The Fund is designed to track its Index, which is intended to reflect the changes in


market value of the precious metals sector. The Index Commodities consist of Gold and Silver.






The Fund trades Index Contracts that are subject to position limits under
regulations of the CFTC or futures


exchange rules, as applicable. As the Fund approaches or reaches position limits with respect to an Index


Commodity, the Fund may commence investing in Index Contracts that reference other Index


Commodities. In those
circumstances, the Fund may also trade in futures contracts based on commodities


other than Index Commodities that the Managing Owner reasonably believes tend to exhibit trading
prices


that correlate with an Index Contract. The Managing Owner may determine to invest in other futures


contracts if at any time it is impractical or inefficient to gain full or partial exposure to an Index Commodity


through the use of Index Contracts. These other futures contracts may or may not be based on an Index


Commodity. When
they are not, the Managing Owner seeks to select futures contracts that it reasonably


believes tend to exhibit trading prices that correlate with an Index Contract.




Under the Fifth Amended and Restated Declaration of Trust and Trust Agreement of the
Trust, as amended


(the “Trust Agreement”), the Managing Owner has exclusive management and control of all aspects of the


business of the Fund. The Trustee’s duties and liabilities with respect to the offering of the Shares and the


management of the Fund are limited to its express obligations under the Trust Agreement. The Trustee will


have no duty or liability to supervise or monitor the performance of the Managing Owner, nor will the


Trustee have any liability for the acts or omissions of the Managing Owner.




There can be no assurance that the Fund will achieve its investment objective or avoid substantial
losses.






Temporary Defensive Positions




Because the Fund seeks to track changes, whether positive or negative, in the level of the Index over time,


the Fund will not ordinarily take temporary defensive positions during periods of adverse market,


economic
or other conditions. However, in highly stressed markets, such as the potential for a super


contango environment (where futures contracts for the month next to occur are trading
significantly lower


than futures contracts with delivery in later months, typically indicating an oversupply of the reference


commodity), the Managing Owner may, in its discretion, take a temporary defensive position and hold a


portion of the
Fund’s assets in cash or cash equivalents, money market funds and/or T-Bill ETFs (including


money market funds and T-Bill ETFs that are managed by affiliates of the
Managing Owner) or in futures


contracts other than Index Contracts. Taking such positions may mean lost investment opportunities in a


period of rising market prices. During these periods, the Fund may not achieve its investment objective to


track the
Index.




Role of Managing Owner




The Managing Owner serves as the commodity pool operator and commodity trading
advisor of the Fund.


Specifically, with respect to the Fund, the Managing Owner:






27

























selects the Trustee, Commodity Broker, Administrator, Index Sponsor, Custodian, Transfer
Agent,


distributor and auditor;















negotiates various agreements and fees;















performs such other services as the Managing Owner believes that the Fund may from time to
time


require; and















monitors the performance results of the Fund’s portfolio and reallocates assets within
the portfolio


with a view to causing the performance of the Fund’s portfolio to track that of the Index over time.








The Managing Owner is registered as a commodity pool operator and commodity
trading advisor with the


CFTC and is a member of the NFA. The Managing Owner is an NFA-approved swap firm.




The principal office of the Managing Owner is located at c/o Invesco Capital
Management LLC, 3500 Lacey


Road, Suite 700, Downers Grove, IL 60515. The telephone number of the Managing Owner is (800) 983-0903.






Breakeven Analysis




A Shareholder should expect that the Fund’s fees and expenses during the first
twelve months of the


Shareholder’s investment will equal 0.77% of the Fund’s NAV. This amount equates to $0.4057 per annum


per Share at $52.97, the Fund’s NAV per Share as of May 31, 2021. Based on market rates observed as of


May 31,
2021, the Fund’s Treasury Income is expected to be earned at a rate of 0.02%, Money Market


Income is expected to be earned at a rate of 0.01%, and T-Bill ETF Income is
expected to be earned at a


rate of 0.01%. This means that, during those first twelve months, the Fund would have to earn 0.75% of


the Fund’s NAV, or $0.3951 per Share at $52.97, for a Shareholder to break even on the amount originally


invested.
While the Fund’s performance will reflect the appreciation or depreciation of those holdings, the


Fund’s performance, whether positive or negative, will be driven
primarily by its strategy of trading futures


contracts with the aim of seeking to track the Index.






Breakeven Table




The Breakeven Table on the following page indicates the approximate percentage and
dollar returns


required for the value of an initial $52.97 investment in a Share to equal the amount originally invested


twelve months after issuance, based on the NAV per Share as of May 31, 2021.






The amounts reflected in this discussion and the accompanying table reflect the effect
of rounding.








28


















Breakeven Table




The Breakeven Table, as presented, is an approximation only. Because a constant NAV per Share has been


assumed, the actual capitalization of the Fund does not directly affect the level of its charges as a


percentage of its NAV.
























































Dollar Amount and Percentage of




Expenses and Interest Income







Expense


1







$







%







Management Fee


2







$


0.3973







0.75%







Offering Expense Reimbursement







$


0.0000







0.00%







Brokerage Commissions and Fees


3







$


0.0084







0.02%







Routine Operational, Administrative and Other Ordinary Expenses


4







$


0.0000







0.00%







Treasury Income, Money Market Income and T-Bill ETF
Income


5







$


0.0106







0.02%







12-Month Breakeven


6







$


0.3951







0.75%









1.




See the “Charges” section for an explanation of the expenses included in the
Breakeven Table.










2.




The Managing Owner,
out of its own assets, pays the fees and expenses of the Administrator, Invesco Distributors, and the


Index Sponsor. The Fund may, for margin and/or cash management purposes,
invest in money market mutual funds and/or


T-Bill ETFs that are managed by affiliates of the Managing Owner. The indirect portion of the management fees that the


Fund may incur through such investments is in addition to the Management Fee paid to the Managing Owner. The


Managing
Owner has contractually agreed indefinitely to waive the fees that it receives in an amount equal to the indirect


management fees that the Fund incurs through its investments in
affiliated money market mutual funds and/or affiliated


T-Bill ETFs. The Managing Owner may terminate this waiver on 60 days’ notice. As of the date of this prospectus, this
waiver


is approximately less than $0.01 per Share per annum.










3.




The actual amount of brokerage commissions and trading fees to be incurred will vary based
upon the trading frequency of


the Fund and the specific futures contracts traded.










4.




The Managing Owner is responsible for paying all routine operational, administrative and other
ordinary expenses of the


Fund.










5.




Treasury Income is assumed to be earned at a rate of 0.02%, Money Market Income is assumed to
be earned at a rate of


0.01%, and T-Bill ETF Income is assumed to be earned at a rate of 0.01%. These assumed rates are based on market rates as


of May 31, 2021. T-Bill ETF Income reflects dividend income from the Fund’s holdings in T-Bill ETFs, if any. Actual Treasury


Income, Money Market Income and T-Bill ETF Income could be higher or lower than the levels shown.










6.




Investors may pay brokerage commissions in connection with purchases of the Shares. Brokerage
commissions have not


been included in the Breakeven Table because they are borne by investors rather than the Fund and will generally vary from


investor to investor. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.








[Remainder of page left blank intentionally]








29




















Performance of Invesco DB Precious Metals Fund (Ticker: DBP)












































Name of Pool







Invesco DB Precious Metals Fund







Type of Pool







Public, Exchange-Listed Commodity Pool







Inception of Trading







January 2007







Aggregate Gross Capital Subscriptions as of May 31,




2021


1







$1,643,126,464







NAV as of May 31, 2021







$127,127,555







NAV per Share as of May 31, 2021


2







$52.97







Worst Monthly Drawdown


3









(8.04)% November 2016







Worst Peak-to-Valley Drawdown


4







(18.02)% July 2016 - September 2018













































































































































Monthly Rate of Return







2021 (%)







2020 (%)







2019 (%)







2018 (%)







2017 (%)







2016 (%)







January







(1.92)







3.24







3.11







2.12







5.90







4.71







February







(5.43)







(3.07)







(1.09)







(2.46)







3.76







9.41







March







(2.54)







(1.97)







(1.97)







0.16







(0.63)







0.76







April







3.52









6.63







(0.97)







(0.39)







(0.05)







6.47







May







7.73









6.84







0.70







(1.12)







0.39







(6.76)







June














2.83







7.24







(3.42)







(3.01)







9.95







July














13.11









2.22







(2.70)







1.67







3.56







August














2.99









7.39







(3.02)







3.89







(4.75)







September














(7.54)







(4.25)







(0.43)







(3.11)







1.02







October














(0.52)







3.68







0.84







(0.84)







(4.22)







November














(5.57)







(3.74)







0.17







(0.08)







(8.04)







December














8.42









3.75







5.47







2.88







(2.16)







Compound Rate of Return


5







0.80%







26.05%







16.36%







(5.00)%







10.87%







8.21%







Annual Total Returns – Calendar Years (past 10 years)


6









Average Annual Returns (as of May 31, 2021)













































Fund (%)







Index (%)







Index TR


7


(%)







S&P GSCI Precious Metals Index TR


8


(%)







1 Year







13.69%









14.45%









14.54%









9.69%









5 Year







8.02%









7.63%









8.84%









8.24%









10 Year







(0.53)%







(0.24)%







0.35%









0.48%







PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS




THE FUND’S PERFORMANCE INFORMATION FROM INCEPTION UP TO AND EXCLUDING FEBRUARY 23,


2015 IS A REFLECTION OF THE PERFORMANCE ASSOCIATED WITH THE FUND’S PREDECESSOR


MANAGING OWNER. ALL THE PERFORMANCE INFORMATION ON AND AFTER FEBRUARY 23, 2015


REFLECTS THE PERFORMANCE ASSOCIATED WITH THE MANAGING OWNER.






30


















Footnotes to Performance Information






1.




“Aggregate Gross Capital Subscriptions” is the aggregate of all amounts ever
contributed to the Fund, including investors


who subsequently redeemed their investments.










2.




“NAV per Share” is the NAV of the Fund divided by the total number of Shares
outstanding as of May 31, 2021.










3.




“Worst Monthly
Drawdown” is the largest single month loss sustained during the most recent five calendar years and year


to date (if applicable). “Drawdown” as used in this
section of the Prospectus means losses experienced by the Fund over the


specified period and is calculated on a rate of return basis, i.e., dividing net performance by beginning
equity. “Drawdown”


is measured on the basis of monthly returns only, and does not reflect intra-month figures. “Month” is the month of the


Worst Monthly Drawdown.










4.




“Worst Peak-to-Valley Drawdown” is the largest percentage decline in the NAV per
Share during the most recent five


calendar years (and to the extent applicable, for a period beyond the most recent five calendar years if the starting date of


the peak value extends beyond this period). This need not be a continuous decline, but can be a series of positive and


negative returns where the negative returns are larger than the positive returns. “Worst Peak-to-Valley Drawdown”


represents the greatest percentage decline from any month-end NAV per Share that occurs without such month-end NAV


per
Share being equaled or exceeded as of a subsequent month-end. For example, if the NAV per Share of the Fund declined


by $1 in each of January and February, increased by $1 in
March and declined again by $2 in April, a “peak-to-valley


drawdown” analysis conducted as of the end of April would consider that “drawdown” to be still
continuing and to be $3 in


amount, whereas if the NAV per Share had increased by $2 in March, the January-February drawdown would have ended as


of the end of February at the $2 level.










5.




“Compound Rate of Return” of the Fund is calculated by multiplying on a compound
basis each of the monthly rates of


return set forth in the chart above and not by adding or averaging such monthly rates of return. For periods of less than one


year, the results are year-to-date.










6.




Returns shown are for previous full calendar years.










7.




DBIQ Optimum Yield Precious Metals Index Total Return™ (“Index TR”). Index
TR reflects the change in the market value of


the same underlying commodities included in the Fund’s Index. The Index TR and the Index reflect those changes on an


optimum yield basis. Index TR is calculated on a funded (total return) basis, which reflects the change in market value of the


underlying Index Commodities and interest income from a notional basket of fixed income securities. Index TR is included so


that investors can evaluate an index with both futures and income components, as the Fund tracks the Index and expects to


generate income from positions in Treasury Securities, money market funds, and/or T-Bill ETFs that are maintained for


margin and/or cash management purposes.










8.




The S&P GSCI Precious Metals Index TR has been included to provide investors with an
additional basis for evaluating the


Fund.










THE FUND DOES NOT TRACK THE INDEX TR OR THE S&P GSCI PRECIOUS
METALS INDEX TR. THE INDEX/BENCHMARK


PERFORMANCE INFORMATION SHOWN ABOVE DOES NOT REPRESENT THE FUND’S


PERFORMANCE, AND NONE OF THE PERFORMANCE INFORMATION (INCLUDING THAT OF THE FUND) IS


INDICATIVE OF THE FUND’S FUTURE PERFORMANCE.




[Remainder of page left blank intentionally]








31




















Description of the DBIQ Optimum Yield Precious Metals Index Excess


Return™




The Invesco DB Precious Metals Fund (the “Fund”) is
not sponsored or endorsed by Deutsche Bank AG,


Deutsche Bank Securities, Inc. or any subsidiary or affiliate of Deutsche Bank AG or Deutsche Bank


Securities, Inc. (collectively, “Deutsche Bank”). The DBIQ Optimum Yield Precious Metals Index Excess


Return™ (the “DB Index”) is the exclusive property of Deutsche Bank Securities, Inc. “DBIQ” and “Optimum


Yield” are service marks of Deutsche Bank AG and have been licensed for use for certain purposes by


Deutsche Bank Securities, Inc. Neither Deutsche Bank nor any other party involved in, or related to, making


or compiling the DB Index makes any representation or warranty, express or implied, concerning the DB


Index, the Fund or the advisability of investing in securities generally. Neither Deutsche Bank nor any other


party involved in, or related to, making or compiling the DB Index has any obligation to take the needs of


Invesco Capital Management LLC, the sponsor of the Fund, or its clients into consideration in determining,


composing or calculating the DB Index. Neither Deutsche Bank nor any other party involved in, or related


to, making or compiling the DB Index is responsible for or has participated in the determination of the


timing of, prices at, quantities or valuation of the Fund. Neither Deutsche Bank nor any other party involved


in, or related to, making or compiling the DB Index has any obligation or liability in connection with the


administration or trading of the Fund.




NEITHER DEUTSCHE BANK NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING


THE DB INDEX, WARRANTS OR GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE DB


INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR


INTERRUPTIONS THEREIN. NEITHER DEUTSCHE BANK NOR ANY OTHER PARTY INVOLVED IN, OR RELATED


TO, MAKING OR COMPILING THE DB INDEX, MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS


TO BE OBTAINED BY INVESCO CAPITAL MANAGEMENT LLC FROM THE USE OF THE DB INDEX OR ANY DATA


INCLUDED THEREIN. NEITHER DEUTSCHE BANK NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO,


MAKING OR COMPILING THE DB INDEX, MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY


DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE


WITH RESPECT TO THE DB INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE


FOREGOING, IN NO EVENT SHALL DEUTSCHE BANK OR ANY OTHER PARTY INVOLVED IN, OR RELATED TO,


MAKING OR COMPILING THE DB INDEX HAVE ANY LIABILITY FOR DIRECT, INDIRECT, PUNITIVE, SPECIAL,


CONSEQUENTIAL OR ANY OTHER DAMAGES OR LOSSES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF


THE POSSIBILITY THEREOF. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY, THERE ARE NO THIRD


PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DEUTSCHE BANK AND


INVESCO CAPITAL MANAGEMENT LLC.




No purchaser, seller or holder of the shares of this Fund, or any other person or entity, should use or refer to


any Deutsche Bank trade name, trademark or service mark to sponsor, endorse, market or promote this


Fund without first contacting Deutsche Bank to determine whether Deutsche Bank’s permission is required.


Under no circumstances may any person or entity claim any affiliation with Deutsche Bank without the


written permission of Deutsche Bank.




General




The Index is calculated on an excess return, or unfunded, basis. The Index is rolled in a manner which is


aimed at potentially maximizing the roll benefits in backwardated markets and minimizing the losses from


rolling in contangoed markets.




Index Composition




The Index is comprised of the Index Commodities and is intended to reflect the precious metals sector. The


Index has been calculated back to a base date (the “Base Date”). On the Base Date of December 2, 1988,


the closing level (“Closing Level”) was 100.




The Index Sponsor is DBSI. The Index Sponsor may from time to time subcontract the provision of the


calculation and other services to one or more third parties.






32


















Overview of DBIQ Optimum Yield Precious Metals Index Excess Return™




























Index Commodity







Exchange (Contract Symbol)


1







Base Date







Index Base Weight







Gold







COMEX (GC)







December 2, 1988







80.00%







Silver







COMEX (SI)














20.00%









1.




Connotes the exchanges on which the underlying futures contracts are traded.
























Legend














“COMEX”







means the Commodity Exchange Inc., New York, a part




of the CME Group, or its successor.







The Index is composed on notional amounts of its Index Commodities. The notional amounts of the Index


Commodities included in the Index are intended to reflect the changes in market value of each such Index


Commodity within the Index. The Index is rebalanced annually in November to ensure that each of the


Index
Commodities is weighted in the same proportion that such Index Commodities were weighted on


the Base Date.




The composition of the Index may be adjusted in the event that the Index Sponsor is
not able to calculate


the closing prices of the Index Commodities.




The Index methodology includes provisions for the replacement of futures contracts as they approach


maturity. This replacement takes place over a period of time in order to lessen the impact on the market


for the futures contracts being replaced. With respect to each Index Commodity, the Fund employs a
rule-based


approach when it ‘rolls’ from one futures contract to another. Rather than select a new futures


contract based on a predetermined schedule (e.g., monthly), each Index Commodity rolls from one


contract to another
futures contract that is intended to generate the most favorable ‘implied roll yield’


under prevailing market conditions. Where there is an upward-sloping price curve
for futures contracts,


the implied roll yield is expected to be negative, which is a market condition called “contango”. Contango


exists when contract prices are higher in distant delivery months than in nearer delivery months, typically


due to costs
associated with storing a given physical commodity for a longer period. Rolling in a


contangoed market will tend to cause a drag on returns from futures trading. The
Index’s selection of a


new futures contract on an Index Commodity in such market conditions is designed to minimize the impact


of negative roll yield.






Conversely, where there is a downward-sloping price curve for futures contracts, the
implied roll yield is


expected to be positive, which is a market condition called “backwardation”. Backwardation exists when


prices are higher for contracts with shorter-term expirations than those with longer-term expirations, a


condition that
is typically associated with commodities that are consumed quickly instead of being put in


storage. Rolling in a backwardated market will tend to enhance returns from futures
trading. The Index’s


selection of a new futures contract on an Index Commodity in such market conditions is designed to


maximize the impact of positive roll yield.




Returns from futures trading are called excess return, which is the combined return based on the spot


prices of the Index Commodities and the roll yield from trading Index Contracts. The Index takes the


impact
of implied roll yield into consideration by selecting, as the replacement for an expiring futures


contract, the futures contract with a delivery month within the next thirteen
months that generates the


most favorable implied roll yield under current market conditions.




The Managing Owner may determine to invest in other futures contracts if at any time
it is impractical or


inefficient to gain full or partial exposure to an Index Commodity through the use of Index Contracts or


other futures contracts. These other futures contracts may or may not be based on the Index


Commodities. When they are
not, the Managing Owner may seek to select futures contracts that it


reasonably believes tend to exhibit trading prices that correlate with the Index Contract. As the Fund,


which is designed to track an Index with more than one underlying commodity, approaches or reaches


position
limits with respect to an Index Commodity, the Fund may commence investing in Index Contracts


that reference other Index Commodities. In those circumstances, the Fund may also
trade in futures






33


















contracts based on
commodities other than Index Commodities that the Managing Owner reasonably


believes tend to exhibit trading prices that correlate with an Index Contract.




The Index is calculated in USD on an excess return (unfunded) basis, which means
that the Index reflects


only the return associated with spot prices for the Index Commodities and the roll yield associated with


trading Index Contracts. Unlike the Index, the Fund also holds securities as collateral that are expected to


generate
income, including Treasury Securities, money market mutual funds, and T-Bill ETFs. These


securities are held with the Custodian. In addition, Treasury Securities for deposit may
be held with the


Commodity Broker as margin for the Fund’s futures positions. The Index does not reflect any


corresponding income characteristics.




The futures contract price for each Index Commodity will be the exchange closing price for the Index


Commodity on a day on which the exchange is open for business (“Index Business Day”). If a weekday is


not an Exchange Business Day (as defined in the following sentence) but is an Index Business Day, the


exchange closing
price from the previous Index Business Day will be used for the Index Commodity.


“Exchange Business Day” means, in respect of each Index Commodity, a day that is a
trading day for the


Index Commodities on the exchange (unless either an Index disruption event or force majeure event has


occurred).




Contract Selection




On the first Index Business Day of each month (“Verification Date”), each Index Contract will be tested in


order to determine whether to continue including it in the Index. If the Index Contract requires delivery of


the
underlying commodity in the next month, known as the Delivery Month, a new Index Contract will be


selected for inclusion in the Index. For example, if the first Index Business
Day is May 1 of the current year,


and the Delivery Month of the Index Contract currently in the Index is June of the current year, a new


Index Contract with a later Delivery Month will be selected.




For each underlying Index Commodity of the Index, the new Index Contract selected will be the Index


Contract with the best possible “implied roll yield” based on the closing price for each eligible Index


Contract. Eligible Index Contracts are any Index Contracts having a Delivery Month (i) no sooner than the


month after
the Delivery Month of the Index Contract currently in the Index, and (ii) no later than the


thirteenth month after the Verification Date. For example, if the first Index Business
Day is May 1 of the


current year and the Delivery Month of an Index Contract currently in the Index is therefore June of the


current year, the Delivery Month of an eligible new Index Contract must be between July of the current


year and June of
the following year. The implied roll yield is calculated and the futures contract on the


Index Commodity with the best possible implied roll yield under the current market
conditions is selected.


If two futures contracts have the same implied roll yield, the futures contract with the fewest number of


months prior to the Delivery Month is selected.




After the futures contract selection, the monthly roll for each Index Commodity subject to a roll in that


particular month unwinds the old futures contract and the new futures contract is established. This takes


place between the second and sixth Index Business Day of the month.




On each day during the roll period, new notional holdings are calculated. The calculations for the Index


Contracts that are leaving the Index and for the new Index Contracts that are being added to the Index are


then calculated.




On all days that are not monthly index roll days, the notional holdings of each Index Contract remains


constant.






The Index is re-weighted on an annual basis on the sixth Index Business Day of each
November. The


calculation of the Index is expressed as the weighted average return of the Index Commodities.




Change in the Methodology of the Index




The Index Sponsor employs the methodology described above and its application of
such methodology


shall be final. The Index Sponsor can change its methodology at any time for any reason, as it deems


appropriate.






34


















The Index Sponsor may also make adjustments to the terms of the Index in any manner, including (without


limitation) to correct any manifest or proven error or to cure, correct or supplement any defective


provision of the Index. The Index Sponsor will publish notice of any such adjustment and the effective date


thereof as set forth below.




Publication of Closing Levels and Adjustments




In order to calculate the indicative Index level, the Index Sponsor polls Reuters every 15 seconds to


determine the real time price of each underlying futures contract with respect to each Index Commodity


of
the Index. The Index Sponsor then applies a set of rules to these values to create the indicative level of


the Index. These rules are consistent with the rules that the Index
Sponsor applies at the end of each


trading day to calculate the closing level of the Index.




The IIV per Share is based on the prior day’s final NAV, adjusted four times
per minute throughout the


trading day to reflect the continuous price changes of the Fund’s futures positions, which provides a


continuously updated estimated NAV per Share.




The Index Sponsor calculates and publishes the closing level of the Index daily. The Managing Owner


publishes the NAV of the Fund and the NAV per Share daily. The Index Sponsor also calculates and


publishes
the intra-day Index level, and the Index Sponsor calculates, and the Managing Owner publishes,


the IIV per Share (quoted in U.S. dollars) once every fifteen seconds throughout
each trading day.




All of the foregoing information is published as
follows:




The intra-day level of the Index (symbol: DBPMIX) and the IIV
per Share (symbol: DBP.IV) (each quoted in


U.S. dollars) are published once every fifteen seconds throughout each trading day on the consolidated


tape, Reuters and/or Bloomberg. The IIV per Share (symbol: DBP.IV) is also published on the Managing


Owner’s
website at https://www.invesco.com/ETFs, or any successor thereto.




The
current trading price per Share (symbol: DBP) (quoted in U.S. dollars) is published continuously as


trades occur throughout each trading day on the consolidated tape, Reuters
and/or Bloomberg and on the


Managing Owner’s website at https://www.invesco.com/ETFs, or any successor thereto.




The most recent end-of-day Index closing level (symbol: DBCMYEPM) is published as of
the close of


business for the NYSE Arca each trading day on the consolidated tape, Reuters and/or Bloomberg.




The most recent end-of-day NAV of the Fund (symbol: DBP.NV) is published as of the
close of business on


Reuters and/or Bloomberg and on the Managing Owner’s website at https://www.invesco.com/ETFs, or


any successor thereto. In addition, the most recent end-of-day NAV of the Fund (symbol: DBP.NV) is


published the
following morning on the consolidated tape.




All of the foregoing
information with respect to the Index is also published at


https://index.db.com


.




Any adjustments made to the Index will be published on both https://index.db.com and
at https://www.invesco.com/ETFs,


or any successor(s) thereto.




The Index Sponsor obtains information for inclusion in, or for use in the calculation of, the Index from


sources the Index Sponsor considers reliable. None of the Index Sponsor, the Managing Owner, the Fund


or
any of their respective affiliates accepts responsibility for or guarantees the accuracy and/or


completeness of the Index or any data included in the Index.




Interruption of Index Calculation




Calculation of the Index may not be possible or feasible under certain events or
circumstances, including,


without limitation, a systems failure, natural or man-made disaster, act of God, armed conflict, act of


terrorism, riot or labor disruption or any similar intervening circumstance, that is beyond the reasonable


control of
the Index Sponsor and that the Index Sponsor determines affects the Index or any Index


Commodity. Upon the occurrence of such an event, the Index Sponsor may, in its discretion,
elect one (or


more) of the following options:






35

























make such determinations and/or adjustments to the terms of the Index as it considers


appropriate to determine any closing level on any such Index Business Day; and/or















defer publication of the information relating to the Index until the next Index Business Day
on


which it determines that no force majeure event exists; and/or















permanently cancel publication of the information relating to the Index.








Calculation of the Index may also be
disrupted by an event that would require the Index Sponsor to


calculate the closing price in respect of the relevant Index Commodity on an alternative basis were such


event to occur or exist on a day that is a trading day for futures contracts in such Index Commodity on the


relevant
exchange. If such an Index disruption event occurs and continues for a period of five successive


trading days, the Index Sponsor will, in its discretion, either:











continue to calculate the relevant closing price for a further period of five successive
trading days


for such Index Commodity on the relevant exchange; or















if such period extends beyond the five successive trading days, the Index Sponsor may elect
to


replace the futures contract with respect to such Index Commodity and shall make all necessary


adjustments to the methodology and calculation of the Index as it deems appropriate.








Historical Closing Levels




The Closing Levels Table presents Closing Levels for the Index since January
2011.




The historic data shown with respect to the closing prices of
futures contracts on Gold (GC) and Silver (SI)


originated from Reuters. The Index Sponsor has not independently verified the information extracted from


this source.




Complete price histories regarding certain futures contracts on the Index
Commodities were not available


(e.g., due to lack of trading on specific days). In the event that prices on such futures contracts on the


Index Commodities were unavailable during a contract selection day, such futures contracts were excluded


from the
futures contract selection process. The Index Sponsor believes that the incomplete price histories


should not have a material impact on the calculation of the Index.




The Index closing level is equal to the weighted sum of the market value of the
commodity futures


contracts of all the respective Index Commodities that comprise the Index. The market value of the


commodity futures contracts of an Index Commodity is equal to the number of commodity futures


contracts multiplied by
the commodity futures contracts’ closing price. The weight of an Index Commodity


is the market value of the commodity futures contracts of the Index Commodity divided by
the sum of all


market values of all commodity futures contracts of the Index Commodities that comprise the Index


multiplied by 100%.




The Index rules stipulate the holding in each Index Contract. Holdings in each Index Commodity change


during the Index rebalancing periods as determined by the Optimum Yield™ roll rules.




[Remainder of page left blank intentionally]








36


















Closing Levels
Table




DBIQ Optimum Yield Precious Metals Index Excess
Return™










































































































CLOSING LEVEL







INDEX CHANGES














High


1







Low


2







Annual


3







Since




Inception


4







2011







209.23







142.98







5.13%







64.46%







2012







193.25







160.55







6.30%







74.82%







2013







178.48







120.93







-30.30%







21.85%







2014







138.62







111.68







-5.55%







15.08%







2015







128.14







101.26







-11.19%







2.20%







2016







135.49







103.07







8.76%







11.15%







2017







127.78







112.51







10.75%







23.10%







2018







128.01







107.74







-6.02%







15.69%







2019









138.20







112.09







14.65%







32.64%







2020







184.48







118.90







26.42%







67.68%







2021 (YTD)


5







173.49







149.24







1.10%







69.52%







THE PRIOR INDEX LEVELS AND CHANGES TO THE INDEX LEVELS SHOWN ABOVE DO NOT REPRESENT THE


FUND’S
PERFORMANCE AND ARE NOT INDICATIVE OF THE FUND’S FUTURE PERFORMANCE. THE INDEX


DOES NOT REFLECT ANY FEES OR EXPENSES ASSOCIATED WITH OPERATING A FUND OR ACTUAL
TRADING.




Notes






1.




“High” under “Closing Level” reflects the highest closing level of the
Index during the applicable year.










2.




“Low”
under “Closing Level” reflects the lowest closing level of the Index during the applicable year.










3.




“Annual” under “Index Changes” reflects the change to the Index
closing level on an annual basis as of December 31 of each


applicable year.










4.




“Since Inception” under “Index Changes” reflects the change of the
Index closing levels since inception on a compounded


annual basis as of December 31 of each applicable year.










5.




For the period January 1, 2021 through May 31, 2021.








[Remainder of page left blank intentionally]








37




















Use of Proceeds




Proceeds of the offering of the Shares are used by the Fund to trade Index Contracts
with a view to


tracking the changes, positive or negative, in the levels of the Index over time. As of May 31, 2021, the


Fund’s allocation to Index Contracts (based on the notional value of such contracts) was as
follows:






















Futures Contracts







100.06%









Gold







77.72%









Silver







22.34%







Proceeds of the offering are also used to pay the Fund’s fees, expenses, and other costs. Proceeds not


posted as margin with the Commodity Broker for the Fund’s Index Contract positions are held on deposit


with the
Custodian. Proceeds that are posted as margin or held for cash management purposes may take


the form of Treasury Securities, shares of money market funds and T-Bill ETFs, other
securities eligible for


use as margin, and/or cash.






Approximately 27% of the Fund’s NAV was posted as collateral with respect to
its holdings of Index


Contracts as of May 31, 2021. Collateral requirements are initially set by the applicable futures exchanges.


The Commodity Broker applies an additional collateral requirement based on a number of factors,


including, but not
limited to, volatility, concentration, percentage of open interest, and position size with


respect to the Index Contracts. For purposes of calculating the approximate percentage
of the Fund’s NAV


that was posted as collateral, the Fund’s aggregate assets under management reflected the sum of the


Fund’s holdings of Treasury Securities, money market mutual funds, T-Bill ETFs, cash and the value of the


Index
Contracts that have been marked to market as of May 31, 2021.




With
respect to the Fund trading futures contracts on United States exchanges, the assets deposited by


the Fund with its Commodity Broker as margin must be segregated pursuant to the
regulations of the


CFTC. Such segregated funds may be invested only in a limited range of instruments, principally U.S.


government obligations.




Although the percentages set forth below may vary substantially over time, as of the date of this


Prospectus, the Fund estimates:






(i)




up to approximately 27% of the NAV of the Fund will be placed in segregated accounts in the
name


of the Fund with the Commodity Broker (or another eligible financial institution, as applicable) to


margin the Fund’s Index Contract positions. Those funds are segregated pursuant to CFTC rules;


and










(ii)




up to approximately 73% of the NAV of the Fund is maintained in segregated accounts with the


Custodian.








The Managing Owner is responsible for overseeing the use of proceeds for margin purposes with the


Commodity Broker and for the investment of proceeds held with the Custodian for cash management


purposes.
As of May 31, 2021, the Fund’s allocation to Treasury Securities, money market mutual funds,


T-Bill ETFs for cash management purposes was as follows:






















Money Market Mutual Funds







51.41%







T-Bill ETFs







13.72%







United States Treasury Securities







34.61%







While the Fund’s performance will reflect the appreciation or depreciation of those holdings, the Fund’s


performance – whether positive or negative – will be driven primarily by its strategy of trading Index


Contracts with the aim of seeking to track the Index.




The Fund receives 100% of its Treasury Income, Money Market Income and T-Bill ETF Income.






Charges




See “Breakeven Analysis” for breakeven related information.






38


















Management
Fee




The Fund pays the Managing Owner a Management Fee, monthly in
arrears, in an amount equal to 0.75%


per annum of the daily NAV of the Fund. The Management Fee is paid in consideration of the Managing


Owner’s services related to the management of the Fund’s business and affairs, including the provision of


commodity futures trading advisory services.






The Fund may, for margin and/or cash management purposes, invest in money market
mutual funds


and/or T-Bill ETFs that are managed by affiliates of the Managing Owner. The indirect portion of the


management fees that the Fund may incur through such investments is in addition to the Management


Fee paid to the
Managing Owner. The Managing Owner has contractually agreed to waive indefinitely the


fees that it receives in an amount equal to the indirect management fees that the Fund
incurs through its


investments in affiliated money market mutual funds and/or affiliated T-Bill ETFs. The Managing Owner


may terminate this waiver on 60 days’ notice.




Organization and Offering Expenses




Expenses incurred in connection with organizing the Fund and the initial offering of the Shares were paid


by the Fund’s predecessor managing owner (the “Predecessor Managing Owner”). Expenses incurred in


connection with the continuous offering of Shares from commencement of the Fund’s trading operations


up to and
excluding February 23, 2015 were also paid by the Predecessor Managing Owner. Expenses


incurred in connection with the continuous offering of Shares on and after February 23,
2015 were and are


paid by the Managing Owner. The Managing Owner aggregates the offering expenses related to the Fund


and other commodity pools within the Invesco DB fund suite, and allocates the costs associated to each


Fund for payment
by the Managing Owner on behalf of the Fund. The Managing Owner expects that the


expenses incurred in connection with the continuous offering of Shares of the Invesco DB fund
suite may


be approximately 0.06% of the average of the Fund’s NAV during the life of the Fund’s currently effective


registration statement. These costs may vary considerably during the life of the Fund’s current registration


statement, but the Managing Owner retains the obligation to pay those expenses in lieu of the Fund.




Offering expenses relating to the Fund means those expenses incurred in connection
with the continuous


offering of the Shares, including, but not limited to, expenses such as:











registration fees, filing fees and taxes;















costs of preparing, printing (including typesetting), amending, supplementing, mailing and


distributing the Registration Statement, the exhibits thereto and this Prospectus;















the costs of qualifying, printing (including typesetting), amending, supplementing, mailing
and


distributing sales materials used in connection with the offering and issuance of the Shares;















travel, telegraph, telephone and other expenses in connection with the offering and issuance
of the


Shares; and















accounting, auditing and legal fees (including disbursements related thereto) incurred in


connection therewith.








The Managing Owner will not allocate to the Fund the indirect expenses of the Managing Owner.




Brokerage Commissions and Fees




The Fund pays to the Commodity Broker all brokerage commissions, including
applicable exchange fees,


NFA fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in


connection with its trading activities. On average, total charges paid to the Commodity Broker are


expected to be less
than $6.00 per round-turn trade, although the Commodity Broker’s brokerage


commissions and trading fees are determined on a contract-by-contract, or round-turn basis. A
round-turn


trade is a completed transaction involving both a purchase and a liquidating sale, or a sale followed by a


covering purchase. The Managing Owner estimates the brokerage commissions and fees will be


approximately 0.02% of the
NAV of the Fund in any year, although the actual amount of brokerage


commissions and fees in any year or any part of any year may be greater.






39


















Routine
Operational, Administrative and Other Ordinary Expenses




The Managing
Owner pays all routine operational, administrative and other ordinary expenses of the


Fund. These expenses include, but are not limited to, the fees and expenses of the Trustee,
license and


service fees paid to DBSI as Index Sponsor, legal and accounting fees and expenses, tax preparation


expenses, filing fees, and printing, mailing and duplication costs. The Fund does not reimburse the


Managing Owner for
the routine operational, administrative and other ordinary expenses of the Fund. The


Managing Owner aggregates the routine operational, administrative and other ordinary expenses
related


to the Fund and the other funds within the Invesco DB fund suite, and allocates the costs associated to


each fund. The expenses may vary, but the Managing Owner retains the obligation to pay those expenses


in lieu of the
Fund. The Managing Owner expects that all of the routine operational, administrative and


other ordinary expenses of the Invesco DB fund suite will be approximately 0.22% per
annum of the


average of the funds’ NAV.




Non-Recurring Fees and Expenses




The Fund pays all non-recurring and unusual fees and expenses (referred to as extraordinary fees and


expenses in the Trust Agreement) of the Fund generally, if any, as determined by the Managing Owner.


Non-recurring and unusual fees and expenses include items such as legal claims and liabilities, litigation


costs, indemnification expenses and other expenses that are not currently anticipated obligations of the


Fund or of managed futures funds in general.




Management Fee and Expenses to be Paid First out of Treasury Income, Money Market Income and/or


T-Bill ETF Income




The Management Fee and the brokerage commissions and fees of the Fund are paid first out of Treasury


Income, Money Market Income and T-Bill ETF Income, as applicable, on deposit with the Commodity


Broker as
margin, the Custodian, or otherwise. If the sum of the Treasury Income, the Money Market


Income and the T-Bill ETF Income, as applicable, is not sufficient to cover the fees and
expenses of the


Fund that are payable by the Fund during any period, the excess of such fees and expenses over such


Treasury Income, Money Market Income and T-Bill ETF Income, as applicable, will be paid out of income


from futures
trading, if any, or from sales of the Fund’s Treasury Securities and/or holdings in money


market mutual funds and/or holdings in T-Bill ETFs. The Fund holds Treasury
Securities, money market


mutual funds and T-Bill ETFs for margin and/or cash management purposes only.




Selling Commission




Retail investors may purchase and sell Shares through traditional brokerage
accounts. Investors are


expected to be charged a commission by their brokers in connection with purchases of Shares that will


vary from investor to investor. Investors are encouraged to review the terms of their brokerage accounts


for applicable
charges.




The offering of Creation Units is being made in compliance
with Conduct Rule 2310 of the Financial


Industry Regulatory Authority (“FINRA”). The excess, if any, of the price at which an Authorized Participant


sells a Share over the price paid by such Authorized Participant in connection with the creation of such


Share in a
Creation Unit may, depending on the facts and circumstances, be deemed to be underwriting


compensation by the FINRA Corporate Financing Department.






Who May
Subscribe




Creation Units may be created or redeemed only by Authorized
Participants. Each Authorized Participant


must (1) be a registered broker-dealer or other securities market participant such as a bank or other


financial institution which is not required to register as a broker-dealer to engage in securities


transactions, (2) be
a participant in DTC, and (3) have entered into a Participant Agreement with the Fund


and the Managing Owner. The Participant Agreement sets forth the procedures for the creation
and


redemption of Creation Units and for the delivery of cash required for such creations or redemptions. A list






40


















of the current Authorized
Participants can be obtained from the Administrator. See “Creation and


Redemption of Shares” for more details.






Creation
and Redemption of Shares




The Fund creates and redeems Shares from time
to time, but only in one or more Creation Units. A


Creation Unit is a block of 100,000 Shares. Creation Units may be created or redeemed only by Authorized


Participants. Except when aggregated in Creation Units, the Shares are not redeemable securities.


Authorized
Participants pay a transaction fee of $500 in connection with each order to create or redeem a


Creation Unit and are subject to an additional processing charge for failure to
timely deliver such orders.


From time to time, the Managing Owner, in its sole discretion, may reimburse Authorized Participants for


all or a portion of the processing fees from the Managing Owner’s own assets. Authorized Participants may


sell the
Shares included in the Creation Units they purchase from the Fund to other investors.




Authorized Participants are the only persons that may place orders to create and redeem Creation Units.


Authorized Participants must be (1) registered broker-dealers or other securities market participants, such


as banks and other financial institutions, which are not required to register as broker-dealers to engage in


securities transactions, and (2) participants in DTC. To become an Authorized Participant, a person must


enter into a Participant Agreement with the Fund and the Managing Owner. The Participant Agreement


sets
forth the procedures for the creation and redemption of Creation Units and for the payment of cash


required for such creations and redemptions. The Managing Owner may delegate
its duties and


obligations under the Participant Agreement to Invesco Distributors, the Administrator or the Transfer


Agent, without consent from any Shareholder or Authorized Participant. The Participant Agreement may


be amended by the
Managing Owner only with the consent of the Authorized Participant, while the


procedures attached thereto may be amended with notice to the Authorized Participant. Shareholder


consent is not required in either case. To compensate the Transfer Agent for services in processing the


creation and redemption of Creation Units, an Authorized Participant is required to pay a transaction fee


of $500 per order to create or redeem Creation Units. Authorized Participants who purchase Creation


Units
from the Fund receive no fees, commissions or other form of compensation or inducement of any


kind from either the Managing Owner or the Fund, and no such person has any
obligation or responsibility


to the Managing Owner or the Fund to effect any sale or resale of Shares.




Authorized Participants are cautioned that some of their activities may result in
their being deemed


participants in a distribution in a manner which would render them statutory underwriters and subject


them to the prospectus-delivery and liability provisions of the Securities Act of 1933 (the “Securities Act”),


as described in “Plan of Distribution.”




Authorized Participants may act for their own accounts or as agents for broker-dealers, custodians and


other securities market participants that wish to create or redeem Creation Units.




Persons interested in purchasing Creation Units should contact the Managing Owner or
the Administrator


to obtain the contact information for the Authorized Participants. Shareholders who are not Authorized


Participants will only be able to redeem their Shares through an Authorized Participant.




Under the Participant Agreements, the Managing Owner has agreed to indemnify the Authorized


Participants
and certain parties related to the Authorized Participants against certain liabilities as a result


of:











any breach by the Managing Owner, the Fund, or any of their respective agents or employees,
of


any provision of the Participant Agreement, including any representations, warranties and


covenants by
any of them or the Fund therein or in the Officer’s Certificate (as defined in the


Participant Agreement);















any failure on the part of the Managing Owner to perform any obligation of the Managing Owner


set forth in the Participant Agreement;















any failure by the Managing Owner to comply with applicable laws and regulations in
connection


with the Participant Agreement, except that the Managing Owner will not be required to indemnify










41


















a Managing Owner
Indemnified Party (as defined in the Participant Agreement) to the extent that


such failure was caused by the reasonable reliance on instructions given or representations made


by one or more Managing Owner Indemnified Parties or the negligence or willful malfeasance of


any Managing
Owner Indemnified Party;











any untrue statement or alleged untrue statement of a material fact contained in the
Registration


Statement of the Trust as originally filed with the SEC, or in any amendment thereof, or in any


prospectus, or in any amendment thereof or supplement thereto, or arising out of or based upon


the omission
or alleged omission to state therein a material fact required to be stated therein or


necessary to make the statements therein not misleading, except those statements in the


Registration Statement or the Prospectus based on information furnished in writing by or on behalf


of the
Authorized Participant expressly for use in the Registration Statement or the Prospectus.








As provided in the Participant Agreements, in the absence of gross negligence, bad faith or willful


misconduct, neither the Managing Owner nor an Authorized Participant will be liable to each other or to


any
other person, including any party claiming by, through or on behalf of the Authorized Participant, for


any losses, liabilities, damages, costs or expenses arising out of any
mistake or error in data or other


information provided to any of them by each other or any other person or out of any interruption or delay


in the electronic means of communications used by them.




The following description of the procedures for the creation and redemption of Creation Units is only a


summary and an investor should refer to the relevant provisions of the Trust Agreement and the form of


Participant Agreement for more detail. The Trust Agreement and the form of Participant Agreement are


filed
as exhibits to the registration statement of which this Prospectus is a part.




Creation Procedures




On any business day, an Authorized Participant may place an order with the Transfer Agent to create one


or more Creation Units. For purposes of processing both creation and redemption orders, a “business day”


means any day other than a day when banks in New York City are required or permitted to be closed.


Creation orders must
be placed by 10:00 a.m., Eastern time. The day on which the Transfer Agent receives


a valid creation order is the creation order date. The day on which a creation order is
settled is the creation


order settlement date. As provided below, the creation order settlement date may occur up to two


business days after the creation order date. By placing a creation order, and prior to delivery of such


Creation Units,
an Authorized Participant’s DTC account is charged the non-refundable transaction fee due


for the creation order.




Creation Units are issued on the creation order settlement date as of 2:45 p.m.,
Eastern time, on the


business day immediately following the creation order date at the applicable NAV per Share as of the


closing time of the NYSE Arca or the last to close of the exchanges on which its futures contracts are


traded, whichever
is later, on the creation order date, but only if the required payment has been timely


received. Upon submission of a creation order, the Authorized Participant may request the
Managing


Owner to agree to a creation order settlement date up to two business days after the creation order date.


By placing a creation order, and prior to receipt of the Creation Units, an Authorized Participant’s DTC


account
is charged the non-refundable transaction fee due for the creation order.




Determination of Required Payment




The total payment required to create each Creation Unit is the NAV of 100,000 Shares as of the closing


time of the NYSE Arca or the last to close of the exchanges on which the Fund’s futures contracts are


traded, whichever is later, on the creation order date.




Because orders to purchase Creation Units must be placed by 10:00 a.m., Eastern time, but the total


payment required to create a Creation Unit will not be determined until 4:00 p.m., Eastern time, on the


date the creation order is received, Authorized Participants will not know the total amount of the payment


required to create a Creation Unit at the time they submit the creation order for the Creation Unit. The


Fund’s NAV and the total amount of the payment required to create a Creation Unit could rise or fall






42


















substantially between the
time a creation order is submitted and the time the amount of the purchase


price in respect thereof is determined.




Rejection of Creation Orders




The Managing Owner or the Transfer Agent may reject a creation order if:











The Managing Owner or the Transfer Agent determines that the creation order is not in proper


form;















The Managing Owner believes that the acceptance or receipt of the creation order would have


adverse tax consequences to the Fund or its Shareholders; or















Circumstances outside the control of the Managing Owner or the Transfer Agent make it, for
all


practical purposes, not feasible to process creations of Creation Units.








The Managing Owner will not be liable for the rejection of any creation
order.




The Fund also may not be able to create new Creation Units if a
legal or operational impediment to


creating new Creation Units arises.






Redemption Procedures




The procedures by which an Authorized Participant can redeem one or more Creation
Units mirror the


procedures for the creation of Creation Units. On any business day, an Authorized Participant may place an


order with the Transfer Agent to redeem one or more Creation Units. Redemption orders must be placed


by 10:00 a.m.,
Eastern time. The day on which the Managing Owner receives a valid redemption order is


the redemption order date. The day on which a redemption order is settled is the redemption
order


settlement date. As provided below, the redemption order settlement date may occur up to two business


days after the redemption order date. The redemption procedures allow Authorized Participants to


redeem
Creation Units. Individual Shareholders may not redeem directly from the Fund. Instead, individual


Shareholders may only redeem Shares in an amount equal to one or more whole
Creation Units and only


through an Authorized Participant.




By placing a redemption order, an Authorized Participant agrees to deliver the Creation Units to be


redeemed through DTC’s book-entry system to the Fund not later than the redemption order settlement


date as of 2:45 p.m., Eastern time, on the business day immediately following the redemption order date.


Upon submission of a redemption order, the Authorized Participant may request the Managing Owner to


agree
to a redemption order settlement date up to two business days after the redemption order date. By


placing a redemption order, and prior to receipt of the redemption proceeds, an
Authorized Participant’s


DTC account is charged the non-refundable transaction fee due for the redemption order.






Determination of Redemption Proceeds




The redemption proceeds from the Fund consist of the cash redemption amount. The
cash redemption


amount is equal to the NAV of the number of Creation Unit(s) requested in the Authorized Participant’s


redemption order as of the closing time of the NYSE Arca or the last to close of the exchanges on which the


Fund’s
futures contracts are traded, whichever is later, on the redemption order date. The Managing


Owner will distribute the cash redemption amount at 2:45 p.m., Eastern time, on the
redemption order


settlement date through DTC to the account of the Authorized Participant as recorded on DTC’s book entry


system.




Delivery of Redemption Proceeds




The redemption proceeds due from the Fund are delivered to the Authorized Participant at 2:45 p.m.,


Eastern time, on the redemption order settlement date if, by such time, the Fund’s DTC account has been


credited with the Creation Units to be redeemed. If the Fund’s DTC account has not been credited with all


of the Creation Units to be redeemed by such time, the redemption distribution is delivered to the extent


of whole
Creation Units received. Any remainder of the redemption distribution is delivered on the next


business day to the extent of remaining whole Creation Units received if the
Transfer Agent receives the






43


















fee applicable to the extension of the redemption distribution date which the Managing Owner may, from


time to time, determine and the remaining Creation Units to be redeemed are credited to the Fund’s DTC


account by 2:45 p.m., Eastern time, on such next business day. Any further outstanding amount of the


redemption order will be cancelled. The Managing Owner is also authorized to deliver the redemption


distribution notwithstanding that the Creation Units to be redeemed are not credited to the Fund’s DTC


account by 2:45 p.m., Eastern time, on the redemption order settlement date if the Authorized Participant


has collateralized its obligation to deliver the Creation Units through DTC’s book entry system on such


terms as the Managing Owner may determine from time to time.




Suspension, Postponement or Rejection of Redemption Orders




The Managing Owner may, in its discretion, suspend the right of redemption, or postpone the redemption


order settlement date (1) for any period during which an emergency exists as a result of which the


redemption distribution is not reasonably practicable, or (2) for such other period as the Managing Owner


determines to be necessary for the protection of the Shareholders. The Managing Owner will not be liable


to
any person or in any way for any loss or damages that may result from any such suspension or


postponement.




The Managing Owner or the Transfer Agent may reject a redemption order if the order
is not in proper


form as described in the Participant Agreement. The Managing Owner or the Transfer Agent will reject a


redemption order if the acceptance or receipt of the order, in the opinion of its counsel, might be


unlawful.




Creation and Redemption Transaction Fee




To compensate the Transfer Agent for services in processing the creation and redemption of Creation


Units, an Authorized Participant is required to pay a transaction fee of $500 per order to create or redeem


Creation Units. An order may include multiple Creation Units. From time to time, the Managing Owner, in


its
sole discretion, may reimburse Authorized Participants for all or a portion of the processing fees from


the Managing Owner’s own assets. The Managing Owner will notify DTC
of any agreement to change the


transaction fee and will not implement any increase in the fee for the redemption of Creation Units until


30 days after the date of the notice.








Monthly account statements conforming to CFTC and NFA requirements are posted
on the Managing


Owner’s website at https://www.invesco.com/ETFs. Additional reports may be posted on the Managing


Owner’s website in the discretion of the Managing Owner or as required by regulatory authorities.






The
Commodity Broker




A variety of executing brokers execute futures
transactions on behalf of the Fund. Executing brokers


give-up all such transactions to the Commodity Broker, Morgan Stanley & Co. LLC (“MS&Co.”). MS&Co.
is a


Delaware limited liability company with its main business office located at 1585 Broadway, New York, New


York 10036. Among other registrations and memberships, MS&Co. is registered as a futures commission


merchant and is a member of the NFA. In its capacity as clearing broker, MS&Co. may execute or receive


transactions executed by others and clears all of the Fund’s futures transactions and performs certain


administrative and custodial services for the Fund.




MS&Co. is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan


Stanley files periodic reports with the SEC as required by the Exchange Act, which include current


descriptions of material litigation and material proceedings and investigations, if any, by governmental


and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its


subsidiaries,
including MS&Co. As a consolidated subsidiary of Morgan Stanley, MS&Co. does not file its


own periodic reports with the SEC that contain descriptions of material
litigation, proceedings and






44


















investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan
Stanley’s SEC 10-K


filings for 2020, 2019, 2018, 2017, and 2016.




In addition to the matters described in those filings, in the normal course of business, each of Morgan


Stanley and MS&Co. has been named, from time to time, as a defendant in various legal actions, including


arbitrations, class actions, and other litigation, arising in connection with its activities as a global diversified


financial services institution. Certain of the legal actions include claims for substantial compensatory


and/or punitive
damages or claims for indeterminate amounts of damages. Each of Morgan Stanley and


MS&Co. is also involved, from time to time, in investigations and proceedings by
governmental and/or


regulatory agencies or self-regulatory organizations, certain of which may result in adverse judgments,


fines or penalties. The number of these investigations and proceedings has increased in recent years with


regard to many
financial services institutions, including Morgan Stanley and MS&Co.




Regulatory and Governmental Matters




In the normal course of business, Morgan Stanley receives subpoenas and requests for information from


certain federal and state regulatory and governmental entities, including among others various members


of
the RMBS Working Group of the Financial Fraud Enforcement Task Force, such as the United States


Department of Justice, Civil Division and several state Attorney General’s
Offices, concerning the


origination, financing, purchase, securitization and servicing of subprime and non-subprime residential


mortgages and related matters such as residential mortgage backed securities (“RMBS”), collateralized


debt
obligations (“CDOs”), structured investment vehicles (“SIVs”), and credit default swaps backed by or


referencing mortgage pass-through certificates. These
matters, some of which are in advanced stages,


include, but are not limited to, investigations related to MS&Co.’s due diligence on the loans that it


purchased for securitization, MS&Co.’s communications with ratings agencies, MS&Co.’s disclosures to


investors, and MS&Co.’s handling of servicing and foreclosure related issues.




On February 25, 2015, MS&Co. reached an agreement in principle with the United
States Department of


Justice, Civil Division and the United States Attorney’s Office for the Northern District of California, Civil


Division (collectively, the “Civil Division”) to pay $2.6 billion to resolve certain claims that the Civil Division


indicated it intended to bring against MS&Co. That settlement was finalized on February 10, 2016.




In October 2014, the Illinois Attorney General’s Office (“ILAG”)
sent a letter to MS&Co. alleging that


MS&Co. knowingly made misrepresentations related to RMBS purchased by certain pension funds


affiliated with the State of Illinois and demanding that MS&Co. pay ILAG approximately $88 million.


MS&Co. and
ILAG reached an agreement to resolve the matter on February 10, 2016.




On January 13, 2015, the New York Attorney General’s Office
(“NYAG”), which is also a member of the


RMBS Working Group, indicated that it intends to file a lawsuit related to approximately 30 subprime


securitizations sponsored by MS&Co. NYAG indicated that the lawsuit would allege that MS&Co.


misrepresented or
omitted material information related to the due diligence, underwriting and valuation


of the loans in the securitizations and the properties securing them and indicated that its
lawsuit would be


brought under the Martin Act. MS&Co. and NYAG reached an agreement to resolve the matter on


February 10, 2016.




On July 23, 2014, the SEC approved a settlement by MS&Co. and certain affiliates to resolve an


investigation related to certain subprime RMBS transactions sponsored and underwritten by those entities


in
2007. Pursuant to the settlement, MS&Co. and certain affiliates were charged with violating Sections


17(a)(2) and 17(a)(3) of the Securities Act, agreed to pay disgorgement
and penalties in an amount of


$275 million and neither admitted nor denied the SEC’s findings.




On April 21, 2015, the Chicago Board Options Exchange, Incorporated
(“CBOE”), and the CBOE Futures


Exchange, LLC (“CFE”), filed statements of charges against MS&Co. in connection with trading by one of


MS&Co.’s former traders of EEM options contracts that allegedly disrupted the final settlement price of


the
November 2012 VXEM futures. CBOE alleged that MS&Co. violated CBOE Rules 4.1, 4.2 and 4.7,


Sections 9(a) and 10(b) of the Exchange Act, and Rule 10b-5 thereunder. CFE alleged
that MS&Co. violated


CFE Rules 608, 609 and 620. The matters were resolved on June 28, 2016, in which there were no findings


of fraud, but MS&Co. was jointly and severally liable for a $400,000 fine and $152,664 in disgorgement.






45


















On June 18, 2015,
MS&Co. entered into a settlement with the SEC and paid a fine of $500,000 as part of


the MCDC Initiative to resolve allegations that MS&Co. failed to form a reasonable
basis through adequate


due diligence for believing the truthfulness of the assertions by issuers and/or obligors regarding their


compliance with previous continuing disclosure undertakings pursuant to Rule 15c2-12 in connection with


offerings in
which MS&Co. acted as senior or sole underwriter.




On August 6,
2015, MS&Co. consented to and became the subject of an order by the CFTC to resolve


allegations that MS&Co. violated CFTC Regulation 22.9(a) by failing to hold sufficient
U.S. dollars in cleared


swap segregated accounts in the United States to meet all U.S. dollar obligations to cleared swaps


customers. Specifically, the CFTC found that while MS&Co. at all times held sufficient funds in segregation


to cover
its obligations to its customers, on certain days during 2013 and 2014, it held currencies, such as


euros, instead of U.S. dollars, to meet its U.S. dollar obligations. In
addition, the CFTC found that MS&Co.


violated Regulation 166.3 by failing to have in place adequate procedures to ensure that it complied with


Regulation 22.9(a). Without admitting or denying the findings or conclusions and without adjudication of


any issue of
law or fact, MS&Co. accepted and consented to the entry of findings, the imposition of a cease


and desist order, a civil monetary penalty of $300,000, and undertakings
related to public statements,


cooperation, and payment of the monetary penalty.




On December 20, 2016, MS&Co. consented to and became the subject of an order by
the SEC in


connection with allegations that MS&Co. willfully violated Sections 15(c)(3) and 17(a)(1) of the Exchange


Act and Rules 15c3-3(e), 17a-5(a), and 17a-5(d) thereunder, by inaccurately calculating its Reserve Account


requirement
under Rule 15c3-3 by including margin loans to an affiliate in its calculations, which resulted


in making inaccurate records and submitting inaccurate reports to the SEC. Without
admitting or denying


the underlying allegations and without adjudication of any issue of law or fact, MS&Co. consented to a


cease and desist order, a censure, and a civil monetary penalty of $7,500,000.




On September 28, 2017, the CFTC issued an order filing and simultaneously settling charges against


MS&Co. regarding violations of CFTC Rule 166.3 by failing to diligently supervise the reconciliation of


exchange and clearing fees with the amounts it ultimately charged customers for certain transactions on


multiple exchanges. The order and settlement required MS&Co. to pay a $500,000 penalty and cease and


desist from violating Rule 166.3.




On November 2, 2017, the CFTC issued an order filing and simultaneously settling charges against MS&Co.


for non-compliance with applicable rules governing Part 17 Large Trader reports to the CFTC. The order


requires MS&Co. to pay a $350,000 penalty and cease and desist from further violations of the Commodity


Exchange Act.




Civil Litigation




On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co., styled


China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the


Supreme Court
of the State of New York, New York County (“Supreme Court of NY”). The complaint relates


to a $275 million credit default swap referencing the super senior portion of
the STACK 2006-1 CDO. The


complaint asserts claims for common law fraud, fraudulent inducement and fraudulent concealment and


alleges that MS&Co. misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that MS&Co. knew


that the
assets backing the CDO were of poor quality when it entered into the credit default swap with


CDIB. The complaint seeks compensatory damages related to the approximately $228
million that CDIB


alleges it has already lost under the credit default swap, rescission of CDIB’s obligation to pay an additional


$12 million, punitive damages, equitable relief, fees and costs. On February 28, 2011, the court denied


MS&Co.’s motion to dismiss the complaint. On December 21, 2018, the court denied MS&Co.’s motion for


summary judgement and granted in part MS&Co.’s motion for sanctions related to the spoliation of


evidence. On
January 18, 2019, CDIB filed a motion to clarify and resettle the portion of the court’s


December 21, 2018 order granting spoliation sanctions. On January 24, 2019, CDIB
filed a notice of appeal


from the court’s December 21, 2018 order, and on January 25, 2019, MS&Co. filed a notice of appeal from


the same order. On March 7, 2019 the court denied the relief requested by CDIB in its January 24, 2019


appeal. On
December 5, 2019, the Appellate Division, First Department heard the parties’ cross-appeals.


On May 21, 2020, the First Department modified the order of the Supreme Court
of NY to deny the






46


















MS&Co.’s motion
for sanctions relating to spoliation of evidence and otherwise affirmed the denial of the


MS&Co.’s motion for summary judgment. On June 19, 2020, MS&Co. moved for
leave to appeal the First


Department’s decision to the Court of Appeals, which the First Department denied on July 24, 2020. On


March 22, 2021, the parties entered into a settlement agreement, the terms of which are confidential. On


April 16, 2021,
the court entered a stipulation of voluntary discontinuance, with prejudice.




On October 15, 2010, the Federal Home Loan Bank of Chicago filed a complaint against MS&Co. and other


defendants in the Circuit Court of the State of Illinois, styled Federal Home Loan Bank of Chicago v. Bank of


America Funding Corporation et al. A corrected amended complaint was filed on April 8, 2011, which


alleges
that defendants made untrue statements and material omissions in the sale to the plaintiff of a


number of mortgage pass-through certificates backed by securitization trusts
containing residential


mortgage loans and asserts claims under Illinois law. The total amount of certificates allegedly sold to the


plaintiff by MS&Co. at issue in the action was approximately $203 million. The complaint seeks, among


other things,
to rescind the plaintiff’s purchase of such certificates. The defendants filed a motion to


dismiss the corrected amended complaint on May 27, 2011, which was denied on
September 19, 2012. On


December 13, 2013, the court entered an order dismissing all claims related to one of the securitizations at


issue. On January 18, 2017, the court entered an order dismissing all claims related to an additional


securitization at
issue. After those dismissals, the remaining amount of certificates allegedly issued by


MS&Co. or sold to the plaintiff by MS&Co. was approximately $65 million. At June
25, 2018, the current


unpaid balance of the mortgage pass-through certificates at issue in this action was approximately


$37 million and the certificates had not yet incurred actual losses. Based on currently available


information,
MS&Co. believes it could incur a loss in this action up to the difference between the


$37 million unpaid balance of these certificates (plus any losses incurred) and their
fair market value at the


time of a judgment against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be


entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff


prior to a
judgment.




On May 17, 2013, a plaintiff in IKB International S.A. in
Liquidation, et al. v. Morgan Stanley, et al. filed a


complaint against MS&Co. and certain affiliates in the Supreme Court of NY. The complaint alleges that the


defendants made material misrepresentations and omissions in the sale to the plaintiff of certain


mortgage pass-through
certificates backed by securitization trusts containing residential mortgage loans.


The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co.
to the plaintiff


was approximately $133 million. The complaint alleges causes of action against MS&Co. for common law


fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks,


among other
things, compensatory and punitive damages. On October 29, 2014, the court granted in part


and denied in part MS&Co.’s motion to dismiss. All claims regarding four
certificates were dismissed. After


these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to the plaintiff


by MS&Co. was approximately $116 million. On August 26, 2015, MS&Co. perfected its appeal from the


court’s
October 29, 2014 decision. On August 11, 2016, the Appellate Division, First Department affirmed


the trial court’s decision denying in part MS&Co.’s motion to
dismiss the complaint. At June 25, 2018, the


current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately


$24 million, and the certificates had incurred actual losses of $58 million. Based on currently available


information,
MS&Co. believes it could incur a loss in this action up to the difference between the


$24 million unpaid balance of these certificates (plus any losses incurred) and their
fair market value at the


time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs.


MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received


by the
plaintiff prior to a judgment.




In August of 2017, MS&Co. was named
as a defendant in a purported antitrust class action in the United


States District Court for the United States District Court for the Southern District of New York styled Iowa


Public Employees’ Retirement System et al. v. Bank of America Corporation et al. Plaintiffs allege, inter alia,


that MS&Co., together with a number of other financial institution defendants, violated U.S. antitrust laws


and New
York state law in connection with their alleged efforts to prevent the development of electronic


exchange-based platforms for securities lending. The class action complaint was
filed on behalf of a


purported class of borrowers and lenders who entered into stock loan transactions with the defendants.






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The class action complaint
seeks, among other relief, certification of the class of plaintiffs and treble


damages. On September 27, 2018, the court denied the defendants’ motion to dismiss the class
action


complaint.




Settled Civil Litigation




On December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against MS&Co. and


another defendant in the Superior Court of the State of Washington, styled Federal Home Loan Bank of


Seattle v. Morgan Stanley & Co. Inc., et al. The amended complaint, filed on September 28, 2010, alleges


that defendants made untrue statements and material omissions in the sale to the plaintiff of certain


mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans.


The total amount of certificates allegedly sold to the plaintiff by MS&Co. was approximately $233 million.


The complaint raises claims under the Washington State Securities Act and seeks, among other things, to


rescind the
plaintiff’s purchase of such certificates. On January 23, 2017, the parties reached an agreement


to settle the litigation, the terms of which are confidential.




On March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint
against MS&Co. and


other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San


Francisco v. Deutsche Bank Securities Inc. et al. An amended complaint, filed on June 10, 2010, alleges that


defendants
made untrue statements and material omissions in connection with the sale to plaintiff of


certain mortgage pass-through certificates backed by securitization trusts containing
residential mortgage


loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $276 million. The


complaint raises claims under both the federal securities laws and California law and seeks, among other


things, to
rescind the plaintiff’s purchase of such certificates. On December 21, 2016, the parties reached


an agreement to settle the litigation, the terms of which are
confidential.




On March 15, 2010, the Federal Home Loan Bank of San
Francisco filed a complaint against MS&Co. and


other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San


Francisco v. Credit Suisse Securities (USA) LLC, et al. An amended complaint filed on June 10, 2010 alleged


that the
defendants made untrue statements and material omissions in connection with the sale to the


plaintiff of a number of mortgage pass-through certificates backed by securitization
trusts containing


residential mortgage loans. The amount of certificates allegedly sold to the plaintiff by MS&Co. was


approximately $704 million. The complaint raised claims under both the federal securities laws and


California law and
sought, among other things, to rescind the plaintiff’s purchase of such certificates. On


January 26, 2015, as a result of a settlement with certain other defendants, the
terms of which are


confidential, the plaintiff requested and the court subsequently entered a dismissal with prejudice of


certain of the plaintiff’s claims, including all remaining claims against MS&Co.




On July 9, 2010 and February 11, 2011, Cambridge Place Investment Management Inc. filed two separate


complaints against MS&Co. and/or its affiliates and other defendants in the Superior Court of the


Commonwealth of Massachusetts, both styled Cambridge Place Investment Management Inc. v. Morgan


Stanley
& Co., Inc., et al. The complaints asserted claims on behalf of certain clients of the plaintiff’s


affiliates and allege that the defendants made untrue statements and
material omissions in the sale of a


number of mortgage pass-through certificates backed by securitization trusts containing residential


mortgage loans. The total amount of certificates allegedly issued by MS&Co. and/or its affiliates or sold to


the
plaintiff’s affiliates’ clients by MS&Co. and/or its affiliates in the two matters was approximately


$263 million. On February 11, 2014, the parties entered into
an agreement to settle the litigation, the


terms of which are confidential. On February 20, 2014, the court dismissed the action.




On October 25, 2010, MS&Co., certain affiliates and Pinnacle Performance
Limited, a special purpose


vehicle (“SPV”), were named as defendants in a purported class action in the United States District Court


for the Southern District of New York (“SDNY”), styled Ge Dandong, et al. v. Pinnacle Performance Ltd., et


al. On January 31, 2014, the plaintiffs in the action, which related to securities issued by the SPV in


Singapore, filed a second amended complaint, which asserted common law claims of fraud, aiding and


abetting
fraud, fraudulent inducement, aiding and abetting fraudulent inducement, and breach of the


implied covenant of good faith and fair dealing. On July 17, 2014, the parties reached
an agreement, the


terms of which are confidential, to settle the litigation, which received final court approval on July 2, 2015.






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On July 5, 2011, Allstate
Insurance Company and certain of its affiliated entities filed a complaint against


MS&Co. in the Supreme Court of NY, styled Allstate Insurance Company, et al. v. Morgan
Stanley, et al. An


amended complaint was filed on September 9, 2011, and alleges that the defendants made untrue


statements and material omissions in the sale to the plaintiffs of certain mortgage pass-through


certificates backed by
securitization trusts containing residential mortgage loans. The total amount of


certificates allegedly issued and/or sold to the plaintiffs by MS&Co. was approximately $104
million. The


complaint raised common law claims of fraud, fraudulent inducement, aiding and abetting fraud, and


negligent misrepresentation and seeks, among other things, compensatory and/or recessionary damages


associated with the
plaintiffs’ purchases of such certificates. On January 16, 2015, the parties reached an


agreement to settle the litigation, the terms of which are
confidential.




On July 18, 2011, the Western and Southern Life Insurance
Company and certain affiliated companies filed


a complaint against MS&Co. and other defendants in the Court of Common Pleas in Ohio, styled Western


and Southern Life Insurance Company, et al. v. Morgan Stanley Mortgage Capital Inc., et al. An amended


complaint was
filed on April 2, 2012 and alleges that the defendants made untrue statements and material


omissions in the sale to the plaintiffs of certain mortgage pass-through certificates
backed by


securitization trusts containing residential mortgage loans. The amount of the certificates allegedly sold to


plaintiffs by MS&Co. was approximately $153 million. On June 8, 2015, the parties reached an agreement


to settle the
litigation, the terms of which are confidential.




On September 2, 2011,
the Federal Housing Finance Agency (“FHFA”), as conservator for Fannie Mae and


Freddie Mac, filed 17 complaints against numerous financial services companies,
including MS&Co. and


certain affiliates. A complaint against MS&Co. and certain affiliates and other defendants was filed in the


Supreme Court of NY, styled Federal Housing Finance Agency, as Conservator v. Morgan Stanley et al. The


complaint
alleges that the defendants made untrue statements and material omissions in connection with


the sale to Fannie Mae and Freddie Mac of residential mortgage pass-through
certificates with an original


unpaid balance of approximately $11 billion. The complaint raised claims under federal and state securities


laws and common law and seeks, among other things, rescission and compensatory and punitive damages.


On February 7,
2014, the parties entered into an agreement to settle the litigation, the terms of which are


confidential. On February 20, 2014, the court dismissed the action.




On April 25, 2012, Metropolitan Life Insurance Company and certain affiliates filed
a complaint against


MS&Co. and certain affiliates in the Supreme Court of NY, styled Metropolitan Life Insurance Company, et


al. v. Morgan Stanley, et al. An amended complaint was filed on June 29, 2012, and alleges that the


defendants made
untrue statements and material omissions in the sale to the plaintiffs of certain


mortgage pass-through certificates backed by securitization trusts containing residential
mortgage loans.


The total amount of certificates allegedly sponsored, underwritten, and/or sold by MS&Co. was


approximately $758 million. The amended complaint raised common law claims of fraud, fraudulent


inducement, and aiding
and abetting fraud and seeks, among other things, rescission, compensatory,


and/or rescissionary damages, as well as punitive damages, associated with the plaintiffs’
purchases of


such certificates. On April 11, 2014, the parties entered into a settlement agreement, the terms of which


are confidential.




On April 25, 2012, The Prudential Insurance Company of America and certain affiliates filed a complaint


against MS&Co. and certain affiliates in the Superior Court of the State of New Jersey, styled The


Prudential Insurance Company of America, et al. v. Morgan Stanley, et al. On October 16, 2012, the


plaintiffs filed an amended complaint. The amended complaint alleged that the defendants made untrue


statements and material omissions in connection with the sale to the plaintiffs of certain mortgage pass-through


certificates backed by securitization trusts containing residential mortgage loans. The total


amount of certificates
allegedly sponsored, underwritten and/or sold by MS&Co. was approximately


$1.073 billion. The amended complaint raises claims under the New Jersey Uniform Securities Law, as
well


as common law claims of negligent misrepresentation, fraud, fraudulent inducement, equitable fraud,


aiding and abetting fraud, and violations of the New Jersey RICO statute, and includes a claim for treble


damages. On January 8, 2016, the parties reached an agreement to settle the litigation, the terms of which


are confidential.






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In re Morgan Stanley Mortgage Pass-Through Certificates Litigation, which had been pending in the SDNY,


was a putative class action involving allegations that, among other things, the registration statements and


offering documents related to the offerings of certain mortgage pass-through certificates in 2006 and 2007


contained false and misleading information concerning the pools of residential loans that backed these


securitizations. On December 18, 2014, the parties’ agreement to settle the litigation, the terms of which


are confidential, received final court approval, and on December 19, 2014, the court entered an order


dismissing the
action.




On November 4, 2011, the FDIC, as receiver for Franklin Bank
S.S.B, filed two complaints against MS&Co. in


the District Court of the State of Texas. Each was styled Federal Deposit Insurance Corporation as Receiver


for Franklin Bank, S.S.B v. Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged


that
MS&Co. made untrue statements and material omissions in connection with the sale to the plaintiff of


mortgage pass-through certificates backed by securitization trusts
containing residential mortgage loans.


The amount of certificates allegedly underwritten and sold to the plaintiff by MS&Co. in these cases was


approximately $67 million and $35 million, respectively. On July 2, 2015, the parties reached an agreement


to settle the
litigation, the terms of which are confidential.




On February 14, 2013,
Bank Hapoalim B.M. filed a complaint against MS&Co. and certain affiliates in the


Supreme Court of NY, styled Bank Hapoalim B.M. v. Morgan Stanley et al. The complaint
alleges that the


defendants made material misrepresentations and omissions in the sale to the plaintiff of certain


mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans.


The total
amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to the plaintiff


was approximately $141 million. On July 28, 2015, the parties reached an
agreement to settle the


litigation, the terms of which are confidential, and on August 12, 2015, the plaintiff filed a stipulation of


discontinuance with prejudice.




On April 20, 2011, the Federal Home Loan Bank of Boston filed a complaint against MS&Co. and other


defendants in the Superior Court of the Commonwealth of Massachusetts styled Federal Home Loan Bank


of
Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al. An amended complaint was filed on June 29, 2012


and alleges that the defendants made untrue statements and material omissions
in the sale to plaintiff of


certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage


loans. The total amount of certificates allegedly issued by MS&Co. or sold to the plaintiff by MS&Co. was


approximately $385 million. The amended complaint raises claims under the Massachusetts Uniform


Securities
Act, the Massachusetts Consumer Protection Act and common law and seeks, among other


things, to rescind the plaintiff’s purchase of such certificates. On May 26, 2011, the
defendants removed


the case to the United States District Court for the District of Massachusetts. The defendants’ motions to


dismiss the amended complaint were granted in part and denied in part on September 30, 2013. On


November 25, 2013, July
16, 2014, and May 19, 2015, respectively, the plaintiff voluntarily dismissed its


claims against MS&Co. with respect to three of the securitizations at issue. After these
voluntary


dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to the plaintiff by


MS&Co. was approximately $332 million. On February 6, 2017, the action was remanded to the Superior


Court of the
Commonwealth of Massachusetts. On July 13, 2018, the parties reached an agreement in


principle to settle the litigation the terms of which are confidential.




On May 3, 2013, plaintiffs in Deutsche Zentral-Genossenschaftsbank AG et al. v.
Morgan Stanley et al. filed


a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY. The


complaint alleges that the defendants made material misrepresentations and omissions in the sale to the


plaintiffs of
certain mortgage pass-through certificates backed by securitization trusts containing


residential mortgage loans. The total amount of certificates allegedly sponsored,
underwritten and/or sold


by MS&Co. to the plaintiff was approximately $634 million. The complaint alleges causes of action against


MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent


misrepresentation, and
rescission and seeks, among other things, compensatory and punitive damages.


On June 26, 2018, the parties entered an agreement to settle the litigation, the terms of which are


confidential.






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On September 23, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley &


Co. Inc., et al. filed a complaint against MS&Co. and certain affiliates in the SDNY. The complaint alleged


that the defendants made untrue statements of material fact or omitted to state material facts in the sale


to the
plaintiff of certain mortgage pass-through certificates issued by securitization trusts containing


residential mortgage loans. The total amount of certificates allegedly
sponsored, underwritten and/or sold


by MS&Co. to the plaintiffs in the matter was approximately $417 million. The complaint alleged violations


of federal and various state securities laws and sought, among other things, rescissionary and


compensatory damages. On
November 23, 2015, the parties reached an agreement to settle the matter,


the terms of which are confidential.




On September 16, 2014, the Virginia Attorney General’s Office filed a civil
lawsuit, styled Commonwealth


of Virginia ex rel. Integra REC LLC v. Barclays Capital Inc., et al., against MS&Co. and several other


defendants in the Circuit Court of the City of Richmond related to RMBS. The lawsuit alleged that MS&Co.


and the
other defendants knowingly made misrepresentations and omissions related to the loans backing


RMBS purchased by the Virginia Retirement System. The complaint asserts claims under
the Virginia Fraud


Against Taxpayers Act, as well as common law claims of actual and constructive fraud, and seeks, among


other things, treble damages and civil penalties. On January 6, 2016, the parties reached an agreement to


settle the
litigation, the terms of which are confidential. An order dismissing the action with prejudice was


entered on January 28, 2016.




On April 1, 2016, the California Attorney General’s Office filed an action
against MS&Co. in California state


court styled California v. Morgan Stanley, et al., on behalf of California investors, including the California


Public Employees’ Retirement System and the California Teachers’ Retirement System. The complaint


alleges
that MS&Co. made misrepresentations and omissions regarding residential mortgage-backed


securities and notes issued by the Cheyne SIV, and asserts violations of the
California False Claims Act and


other state laws and seeks treble damages, civil penalties, disgorgement, and injunctive relief. On


September 30, 2016, the court granted MS&Co.’s demurrer, with leave to replead. On October 21, 2016,


the
California Attorney General filed an amended complaint. On January 25, 2017, the court denied


MS&Co.’s demurrer with respect to the amended complaint. On April 24,
2019, the parties reached an


agreement to settle the litigation, the terms of which are confidential.




On December 30, 2013, Wilmington Trust Company, in its capacity as trustee for
Morgan Stanley


Mortgage Loan Trust 2007-12, filed a complaint against MS&Co. styled Wilmington Trust Company v.


Morgan Stanley Mortgage Capital Holdings LLC et al., pending in the Supreme Court of NY. The complaint


asserted claims
for breach of contract and alleged, among other things, that the loans in the trust, which


had an original principal balance of approximately $516 million, breached various
representations and


warranties. The complaint sought, among other relief, unspecified damages, attorneys’ fees, interest and


costs. On February 28, 2014, defendants filed a motion to dismiss the complaint, which was granted in part


and denied in
part on June 14, 2016. Plaintiff filed a notice of appeal of that order on August 17, 2016. On


July 11, 2017, First Department affirmed in part and reversed in part an order
granting in part and denying


in part MS&Co.’s motion to dismiss. On August 10, 2017, plaintiff filed a motion for leave to appeal that


decision. On September 26, 2017, the First Department denied plaintiff’s motion for leave to appeal to the


Court
of Appeals. On October 31, 2018, the parties entered into an agreement to settle the litigation. On


September 10, 2019, the court entered a final judgment and order granting
final approval of the


settlement. On November 11, 2019, the parties filed a stipulation of voluntary discontinuance, dismissing


the action with prejudice.




On September 19, 2014, FGIC filed a complaint against MS&Co. in the Supreme Court of NY, styled


Financial Guaranty Insurance Company v. Morgan Stanley ABS Capital I Inc. et al. relating to a


securitization issued by Basket of Aggregated Residential NIMS 2007-1 Ltd. The complaint asserted claims


for breach of contract and alleges, among other things, that the net interest margin securities (“NIMS”) in


the trust breached various representations and warranties. FGIC issued a financial guaranty policy with


respect to
certain notes that had an original balance of approximately $475 million. The complaint sought,


among other relief, specific performance of the NIMS breach remedy procedures in
the transaction


documents, unspecified damages, reimbursement of certain payments made pursuant to the transaction


documents, attorneys’ fees and interest. On November 24, 2014, MS&Co. filed a motion to dismiss the






51


















complaint, which the court
denied on January 19, 2017. On February 24, 2017, MS&Co. filed a notice of


appeal of the denial of its motion to dismiss the complaint and perfected its appeal on November
22,


2017. On September 13, 2018, the court affirmed the lower court’s order denying MS&Co.’s motion to


dismiss the complaint. On November 13, 2019, the parties entered into an agreement to settle the


litigation. On December
4, 2019, the parties filed a stipulation of voluntary discontinuance, dismissing the


action with prejudice.




Beginning on March 25, 2019, MS&Co. was named as a defendant in a series of
putative class action


complaints filed in the Southern District of New York, the first of which is styled Alaska Electrical Pension


Fund v. BofA Secs., Inc., et al. Each complaint alleges a conspiracy to fix prices and restrain competition in


the
market for unsecured bonds issued by the following Government-Sponsored Enterprises: the Federal


National Mortgage Associate; the Federal Home Loan Mortgage Corporation; the
Federal Farm Credit


Banks Funding Corporation; and the Federal Home Loan Banks. The purported class period for each suit is


from January 1, 2012 to June 1, 2018. Each complaint raises a claim under Section 1 of the Sherman Act


and seeks, among
other things, injunctive relief and treble compensatory damages. On May 23, 2019,


plaintiffs filed a consolidated amended class action complaint styled In re GSE Bonds Antitrust
Litigation,


with a purported class period from January 1, 2009 to January 1, 2016. On June 13, 2019, the defendants


filed a joint motion to dismiss the consolidated amended complaint. On August 29, 2019, the court denied


MS&Co.’s motion to dismiss. On December 15, 2019, MS&Co. and certain other defendants entered into a


stipulation of settlement to resolve the action as against each of them in its entirety. On February 3, 2020,


the court
granted preliminary approval of that settlement.








Additional or replacement Commodity Brokers may be appointed in respect of the Fund in
the future.






Conflicts of Interest




General




The Managing Owner has not established formal procedures to resolve all potential conflicts of interest.


Consequently, investors may be dependent on the good faith of the respective parties subject to such


conflicts to resolve them equitably. Although the Managing Owner attempts to monitor these conflicts, it


is
extremely difficult, if not impossible, for the Managing Owner to ensure that these conflicts do not, in


fact, result in adverse consequences to the Fund and the
Shareholders.




Prospective investors should be aware that the Managing
Owner presently intends to assert that


Shareholders have, by subscribing for Shares, consented to the following conflicts of interest in the event


of any proceeding alleging that such conflicts violated any duty owed by the Managing Owner to investors.




The Managing Owner




The Managing Owner has a conflict of interest in allocating its own limited
resources among different


clients and potential future business ventures, to each of which it owes fiduciary duties. Certain of the


professional staff of the Managing Owner may also service other affiliates of the Managing Owner and


their respective
clients. The Managing Owner may, from time to time, have conflicting demands in respect


of its obligations to the Fund and to other commodity pools and accounts. It is possible
that current or


future pools that the Managing Owner operates or advises may generate larger fees than the fees that the


Managing Owner receives from the Fund. In such a scenario, the Managing Owner’s principals and


employees may
receive a greater portion of the compensation from those other mandates. Any such


increase in fee income for the Managing Owner or compensation for its principals and employees
would


create an incentive to expend greater resources on those other mandates than on operating and advising


the Fund. The Managing Owner intends to devote, and to cause its professional staff to devote, sufficient


time and resources to manage properly the business and affairs of the Fund consistent with its or their


respective fiduciary duties to the Fund and others.






52


















The Managing Owner has a conflict of interest in the selection of affiliated money market mutual funds


and/or T-Bill ETFs in which the Fund may invest a portion of its cash for margin and/or cash management


purposes. The Managing Owner may choose to invest a portion of the Fund’s cash in an affiliated money


market mutual fund and/or T-Bill ETF despite the fact that non-affiliated money market mutual funds or


T-Bill ETFs may pay a higher dividend and/or make a bigger distribution of capital gains. In addition, the


Managing Owner would have a conflict of interest if it sought to redeem the Fund’s interest in an affiliated


money market mutual fund or T-Bill ETF in circumstances when such a redemption would be unfavorable


for the affiliated
fund.




The Trust Agreement provides that in the case of a conflict of
interest between the Managing Owner or


any of its affiliates, on the one hand, and the Trust or any other person, on the other hand, the Managing


Owner shall resolve such conflict of interest, take such action or provide such terms, considering in each


case the
relative interest of each party (including its own interest) to such conflict, agreement, transaction


or situation and the benefits and burdens relating to such interests, any
customary or accepted industry


practices, and any applicable generally accepted accounting practices or principles. In the absence of bad


faith by the Managing Owner, the resolution, action or terms so made, taken or provided by the Managing


Owner shall not
constitute a breach of the Trust Agreement or any duty or obligation of the Managing


Owner.




Invesco Distributors




Because the Managing Owner and Invesco Distributors are affiliates, the Managing
Owner has a


disincentive to replace Invesco Distributors. Furthermore, the Managing Owner did not conduct an arm’s


length negotiation with respect to Invesco Distributors.




The Commodity Broker




The Commodity Broker may have a conflict of interest in its execution of trades for the Fund and for other


customers. For example, the Commodity Broker may act from time to time as a commodity broker for


other
accounts with which it is affiliated or in which it or one of its affiliates has a financial interest. The


compensation received by the Commodity Broker from such accounts may be
more or less than the


compensation received for brokerage services provided to the Fund. Customers of the Commodity Broker


who maintain commodity trading accounts may pay commissions at negotiated rates which are greater or


lesser than the
rate paid by the Fund. The Commodity Broker will also benefit from executing orders for


other clients, whereas the Fund may be harmed to the extent that the Commodity Broker has
fewer


resources to allocate to the Fund’s accounts due to the existence of such other clients.




In addition, various accounts traded through the Commodity Broker (and over which
their personnel may


have discretionary trading authority) may take positions in the futures markets opposite those of the Fund


or may compete with the Fund for the same positions. The Managing Owner employs various methods for


reviewing the
Commodity Broker’s performance.




The Commodity Broker, its
principals and its affiliates may trade in the commodity and foreign exchange


markets for their proprietary accounts and for the accounts of their clients. In doing so, they may
take


positions opposite those held by the Fund, may trade ahead of the Fund, may compete with the Fund for


positions in the marketplace and may give preferential treatment to these proprietary and non-proprietary


accounts. Such trading may create conflicts of interest in respect of their obligations to the Fund. Records


of proprietary trading and trading on behalf of other clients will not be available for inspection by


Shareholders.




Certain officers or employees of the Commodity Broker may be members of United States futures


exchanges
and/or serve on the governing bodies and standing committees of such exchanges, their


clearing houses and/or various other industry organizations. In such capacities, these
officers or


employees may have a fiduciary duty to the exchanges, their clearing houses and/or such various other


industry organizations which could compel such employees to act in the best interests of these entities,


perhaps to the
detriment of the Fund.






53


















The Index
Sponsor






DBSI, in its capacity as the Fund’s Index Sponsor, has a conflict of interest in allocating its own limited


resources among different clients and potential future business ventures. Certain of the professional staff


of DBSI may
also service other affiliates of DBSI and their respective clients. DBSI, in its capacity as the


Fund’s Index Sponsor may, from time to time, have conflicting demands in
respect of its obligations to the


Fund and to other clients. It is possible that current or future pools that DBSI may become involved with in


similar capacities may generate larger fees, which may cause DBSI to devote resources to other clients that


otherwise
would have been focused on the Fund.




Proprietary
Trading/Other Clients




The Managing Owner will not trade proprietary
accounts.




The principals of the Managing Owner may trade for their own
proprietary accounts (subject to certain


internal Invesco Ltd. employee trading policies and procedures) at the same time that they are managing


the account of the Fund. As a result, the principals’ own trading activities may result in the principals


taking
positions in their personal trading accounts that are opposite to those held by the Fund, may trade


ahead of the Fund, may compete with the Fund for positions in the marketplace
and may give preferential


treatment to these proprietary accounts. Records of the Managing Owner’s principals’ personal trading


accounts and any written policies related to such trading will not be available for inspection by


Shareholders.






Description of the Shares; Certain Material Terms of the Trust Agreement




The following summary describes in brief the Shares and certain
aspects of the operation of the Trust, the


Fund and the respective responsibilities of the Trustee and the Managing Owner concerning the Trust and


the material terms of the Trust Agreement. Prospective investors should carefully review the Trust


Agreement filed as an exhibit to the registration statement of which this Prospectus is a part and consult


with their own advisers concerning the implications of investing in a series of a


Delaware statutory trust.


Capitalized terms used in this section and
not otherwise defined shall have such meanings assigned to them


under the Trust Agreement.




Description of the Shares




The Fund issues common units of beneficial interest, or Shares, which represent
units of fractional


undivided beneficial interest in and ownership of the Fund. The Shares are listed on the NYSE Arca under


the symbol “DBP.”




The Shares may be purchased from the Fund or redeemed on a continuous basis, but only by Authorized


Participants and only in blocks of 100,000 Shares, or Creation Units. Individual Shares may not be


purchased from the Fund or redeemed. Shareholders that are not Authorized Participants may not


purchase
from the Fund or redeem Shares or Creation Units.




Principal Office; Location of Records




The Trust was organized under the Delaware Statutory Trust Act in seven separate
series as a Delaware


statutory trust rather than as separate statutory trusts in order to achieve certain administrative


efficiencies. As of the date of this Prospectus, the Trust consists of the following seven series – Invesco DB


Precious Metals Fund, Invesco DB Energy Fund, Invesco DB Oil Fund, Invesco DB Gold Fund, Invesco DB


Silver
Fund, Invesco DB Base Metals Fund and Invesco DB Agriculture Fund. This Prospectus is for the Fund


only. Information regarding the Fund (and any other additional series of the
Trust, as applicable) is


available at


https://www.invesco.com/ETFs


. The Trust is managed by the Managing Owner, whose office is


located at 3500 Lacey Road, Suite 700, Downers Grove, IL
60515, telephone: (800) 983-0903.






The books and records of the Fund are maintained as follows: all marketing materials are maintained at


the offices of Invesco Distributors, Inc., 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173,






54


















telephone number (800)
983-0903; Creation Unit creation and redemption books and records, certain


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 Management LLC, 3500 Lacey Road, Suite 700, Downers Grove,


IL 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.


Roosevelt Rd., 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.




The books and records of the Fund and the Managing Owner are available for
inspection and copying


(upon payment of reasonable reproduction costs) by Shareholders or their representatives for any


purposes reasonably related to a Shareholder’s interest as a beneficial owner of such Shares during regular


business hours as provided in the Trust Agreement. The Managing Owner will maintain and preserve the


books
and records of the Fund for a period of not less than six years.




The Fund




Solely for the purposes of this sub-section, the term “Fund” or “Funds” refers to all the series of the Trust


(including the DBP Fund). The term “DBP Fund” refers to the series that is offered pursuant to this


Prospectus. The term “Non-DBP Funds” refers to all the remaining series of the Trust and excludes the DBP


Fund.




The
Trust was formed and is operated in a manner such that each Fund is liable only for obligations


attributable to that Fund and the Shareholders of a Fund are not subject to the
losses or liabilities of any of


the other Funds. For example, if any creditor or Shareholder in a Non-DBP Fund asserted against the DBP


Fund a valid claim with respect to its indebtedness or Shares, the creditor or Shareholder of the Non-DBP


Fund would
only be able to recover money from that particular Non-DBP Fund and its assets. Accordingly,


the debts, liabilities, obligations and expenses (collectively, the
“Claims”) incurred, contracted for or


otherwise existing solely with respect to a particular Non-DBP Fund are enforceable only against the assets


of that Non-DBP Fund and not against the DBP Fund or any other Non-DBP Fund or the Trust generally or


any of their
respective assets. The assets of any particular Fund include only those funds and other assets


that are paid to, held by or distributed to the Fund, including, without
limitation, funds delivered to the


Trust for the purchase of Shares in the Fund (the “Inter-Series Limitation on Liability”). The Inter-Series


Limitation on Liability is expressly provided for under the Delaware Statutory Trust Act, which provides


that if certain
conditions (as set forth in Section 3804(a)) are met, then the debts of any particular series


will be enforceable only against the assets of such series and not against the
assets of any other Fund or


the Trust generally. The Inter-Series Limitation on Liability applies to all series of the Trust, including those


that are not being offered through this Prospectus.




In furtherance of the Inter-Series Limitation on Liability, every party providing services to the Trust, any


Fund or the Managing Owner on behalf of the Trust or any Fund has acknowledged and consented in


writing to the
Inter-Series Limitation on Liability with respect to such party’s Claims.




No special custody arrangements are applicable to any Fund, and the existence of a trustee should not be


taken as an indication of any additional level of management or supervision over any Fund. Under the


Trust
Agreement, the Managing Owner has exclusive management and control of all aspects of the


business of the Fund.






55


















The Trust Agreement gives
Shareholders of the DBP Fund voting rights in respect of the business and


affairs of the DBP Fund comparable to those typically extended to limited partners in publicly-offered


futures funds.




The Trustee




Wilmington Trust Company, a Delaware trust company, is the sole Trustee of the Trust and the Fund. The


Trustee’s principal offices are located at Rodney Square North, 1100 North Market Street, Wilmington,


Delaware 19890-0001. The Trustee is unaffiliated with the Managing Owner. The Trustee’s duties and


liabilities with respect to the offering of the Shares and the management of the Trust and the Fund are


limited to its express obligations under the Trust Agreement.




The rights and duties of the Trustee, the Managing Owner and the Shareholders are governed by the


provisions of the Delaware Statutory Trust Act and by the Trust Agreement.




The Trustee serves as the sole trustee of the Trust in the State of Delaware. The Trustee will accept service


of legal process on the Trust and the Fund in the State of Delaware and will make certain filings under the


Delaware
Statutory Trust Act. The Trustee does not owe any other duties to the Trust, the Managing


Owner or the Shareholders. The Trustee is permitted to resign upon at least sixty (60)
days’ notice to the


Trust, provided, that any such resignation will not be effective until a successor Trustee is appointed by the


Managing Owner. The Trust Agreement provides that the Trustee is compensated by the Fund and is


indemnified by the Fund
against any expenses it incurs relating to or arising out of the formation,


operation or termination of the Fund or the execution, delivery and performance of any other
agreements


to which the Trust is a party or the action or inaction of the Trustee, except to the extent that such


expenses result from the gross negligence or willful misconduct of the Trustee. The Managing Owner has


the discretion to
replace the Trustee.




The Trustee’s liability is limited solely to
the express obligations of the Trustee set forth in the Trust


Agreement.




The Trustee has no duty or liability to supervise or monitor the performance of the Managing Owner, nor


does the Trustee have any liability for the acts or omissions of the Managing Owner in accordance with the


Managing Owner’s instructions. The Shareholders have no voice in the day-to-day management of the


business and operations of the Trust and the Fund, other than certain limited voting rights as set forth in


the Trust Agreement. In the course of its management of the business and affairs of the Fund and the


Trust,
the Managing Owner may, in its sole and absolute discretion, appoint an affiliate or affiliates of the


Managing Owner as additional managing owners (except where the Managing
Owner has been notified by


the Shareholders that it is to be replaced as the managing owner) and retain such persons, including


affiliates of the Managing Owner, as it deems necessary for the efficient operation of the Fund or Trust, as


appropriate.




The Trustee is not registered in any capacity with the CFTC.




The Managing Owner




Background and Principals




Invesco Capital Management LLC, a Delaware limited liability company, is the Managing Owner of the


Trust
and the Fund. The Managing Owner was formed on February 7, 2003 for the purpose of serving as


the managing owner of investment vehicles such as ETFs. The Managing Owner has
managed non-commodity


futures based ETFs since 2003 and a commodity futures based ETF since 2014. The Managing


Owner serves as both commodity pool operator and commodity trading advisor of the Trust and the Fund.


The Managing Owner
has been registered with the CFTC as a commodity pool operator since January 1,


2013, a commodity trading advisor since October 1, 2014, and has been a member of the NFA since


January 1, 2013. It has been an NFA-approved swap firm since September 8, 2015. Its principal place of


business is 3500 Lacey Road, Downers Grove, Illinois 60515, telephone number (800) 983-0903. The


Managing
Owner is an affiliate of Invesco Ltd.


The registration of the Managing Owner with the CFTC and






56


















its
membership in the NFA must not be taken as an indication that either the CFTC or the NFA has


recommended or approved the Managing Owner, the Trust or the
Fund.




In its capacity as a commodity pool operator, the Managing Owner
operates or solicits funds for


commodity pools; that is, an enterprise in which funds contributed by a number of persons are combined


for the purpose of trading futures contracts. In its capacity as a commodity trading advisor, the Managing


Owner advises
others as to the value of or the advisability of buying or selling futures contracts.




The Managing Owner has served as the managing owner, commodity pool operator, and commodity


trading
advisor of the Fund since February 23, 2015, which is the date upon which the Managing Owner


assumed those responsibilities for the Fund from the Predecessor Managing Owner.
Please see the chart


on page


30


for
information regarding past performance of the Fund.




Effective June 4,
2018, the name of the Managing Owner changed from Invesco PowerShares Capital


Management LLC to Invesco Capital Management LLC, the name of the Trust changed from PowerShares


DB Multi-Sector Commodity Trust to Invesco DB Multi-Sector Commodity Trust, and the name of the Fund


changed from PowerShares DB Precious Metals Fund to Invesco DB Precious Metals Fund.




Principals




The following principals serve in the below capacities on behalf of the Managing
Owner:














































Name









Capacity







Anna Paglia







Chief Executive Officer, Board of Managers







Peter Hubbard







Vice
President and Director of Portfolio Management







Jordan Krugman







Board of Managers







Annette Lege







Principal







Kelli Gallegos







Principal Financial and Accounting Officer, Investment




Pools







Melanie Zimdars







Chief Compliance Officer







John Zerr







Board of Managers







Brian Hartigan







Global Head of ETF Investments







Invesco Group Services Inc. is also a principal of the Managing Owner.




The Managing Owner is managed by a Board of Managers. The Board of Managers is
composed of Ms.


Paglia and Messrs. Krugman and Zerr.




The Managing Owner has designated Mr. Hubbard as the trading principal of the Fund.




Anna Paglia


(46) has been Chief Executive Officer of the Managing Owner since June 2020. In this role, she


has general oversight
responsibilities for all of the Managing Owner’s business. Ms. Paglia has been a


Member of the Board of Managers of the Managing Owner since June 2020. Additionally, Ms.
Paglia is a


Managing Director and Global Head of ETFs and Indexed Strategies of Invesco Ltd., a position in which she


first began serving in June 2020. In these roles she is responsible for the management of the Managing


Owner’s
exchange traded fund business with direct functional reporting responsibilities for the Managing


Owner’s portfolio management, products, marketing and capital markets
teams. In such capacity, Ms.


Paglia also is responsible for managing the operations of the Invesco Funds. Previously, Ms. Paglia was


Head of Legal, US ETFs at Invesco, beginning in September 2010. In that role, she was responsible for the


registration
and listing of ETFs, as well as providing support to the US ETF Board, serving as a global ETF


expert and resource to the US ETF Board and personnel of the Managing Owner and
providing day-to-day


support to the Managing Owner. In addition, she was a team leader for, and provided legal support to,


Invesco’s unit investment trusts. Ms. Paglia earned a JD from L.U.I.S.S. Law School in Rome, a law school


certificate from Kingston University School of Law in London and a master’s degree from Northwestern


University School of Law in Chicago. She is admitted to practice law in Illinois and New York. Ms. Paglia was


listed as a principal of the Managing Owner on June 11, 2020.




Peter Hubbard


(40) joined the Managing Owner in May 2005 as a portfolio manager and has
been Vice


President, Director of Portfolio Management since September 2012. In his role, Mr. Hubbard manages a






57


















team of eight portfolio
managers. His responsibilities include facilitating all portfolio management


processes associated with more than 200 equity and fixed income Invesco Funds listed in the United


States, Canada and Europe. He is a graduate of Wheaton College with a B.A. degree in Business &


Economics. Mr. Hubbard was listed as a principal and registered as an associated person of the Managing


Owner on November 15, 2012 and January 1, 2013, respectively. Mr. Hubbard was registered as a swap


associated person of the Managing Owner effective as of September 8, 2015.






Jordan Krugman


(43) is Chief Financial Officer of the Americas for Invesco Ltd., a global investment


management company affiliated with
the Managing Owner. He was appointed to this position in October


2020. In this capacity, Mr. Krugman is responsible for general management support, in addition to


executing on various strategic initiatives and overseeing the financial framework for the business units


operating
within the Americas division of Invesco Ltd. He has also served as a Member of the Board of


Managers of the Managing Owner since October 2020. From March 2019 to October 2020,
Mr. Krugman


served as the Global Head of Financial Planning and Analysis at Invesco Ltd. In this role, he was responsible


for overseeing Invesco's forecasting, budgeting strategic planning and financial target setting processes,


including
analytics and decision support for Invesco Ltd.'s executive team. From March 2017 to


March 2019, Mr. Krugman served as Invesco Ltd.'s Head of Finance & Corporate Strategy,
North America.


In this role, Mr. Krugman was responsible for strategic and financial planning for Invesco Ltd.'s global


investments organization including global real estate, private equity and global fixed income. Prior to that,


Mr.
Krugman was Invesco Ltd.'s Treasurer and Head of Investor Relations from May 2011 to March 2017.


In this role, he was responsible for management of Invesco Ltd.'s liquidity and
capital management


programs. Additionally, Mr. Krugman managed the communication with Invesco Ltd.'s external


stakeholders including equity shareholders, debt investors, rating agencies, and research analysts. Mr.


Krugman earned a BA degree in American civilizations, with a US history concentration, from Middlebury


College in Vermont in 1999, and earned an MBA from Santa Clara University in California in 2007. He is a


Certified Treasury Professional (CTP). Mr. Krugman was listed as a principal of the Managing Owner on


November 12, 2020.






Annette Lege


(51) has been a Chief Accounting Officer and Head of Finance and Corporate Services (“FCS”)


Business
Services for Invesco Ltd. since March 2017. In this role, she is responsible for all aspects of


Corporate Accounting including group financial reporting, internal controls and
group accounting policies.


Ms. Lege also manages Invesco’s Finance operations and shared service centers and has held this role


since September 2015. Previously, Ms. Lege was Head of FCS Transformation Office from October 2013


through September
2015, with responsibility for business transformation initiatives taking place across FCS


at Invesco. Before assuming that role in October 2013, Ms. Lege held the position of
North American


Corporate Controller at Invesco from March 2007 to October 2013. Ms. Lege is also a CPA, is licensed by


FINRA as a Financial Operations Principal, and is a member of the Texas State Board of Public Accountants.


Ms. Lege
earned a BBA in accounting from the University of Houston. Ms. Lege was listed as a principal of


the Managing Owner on March 30, 2017 and was listed as a principal of Invesco
Advisers, Inc., a registered


investment adviser affiliated with the Managing Owner, on March 22, 2017.






Kelli Gallegos


(50) has been Principal Financial and Accounting Officer – Investment Pools for the


Managing Owner since
September 2018. Additionally, since September 2018, Ms. Gallegos has been


Principal Financial and Accounting Officer – Investment Pools of Invesco Specialized Products, LLC
(sponsor


to a suite of currency exchange-traded funds, “ISP”), Head of North America Fund Reporting of Invesco,


Ltd. (“Invesco”, a global investment management company), and Vice President and Treasurer of Invesco


Exchange Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund


Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded


Commodity Fund Trust, and Invesco Exchange-Traded Self-Indexed Fund Trusts (each a registered


investment
company offering series of exchange-traded funds, the “Invesco ETFs”). She also serves as Vice


President (since March 2016), Principal Financial Officer (since March
2016) and Assistant Treasurer (since


December 2008) for a suite of mutual funds advised by Invesco Advisers, Inc., a registered investment


adviser (the “Invesco Funds”). In her roles with the Managing Owner, ISP, Invesco, the Invesco ETFs, and


the
Invesco Funds, Ms. Gallegos has financial and administrative oversight responsibilities for, and serves


as Principal Financial Officer of the Invesco ETFs, the Trust, the Fund
and the exchange-traded funds for






58


















which ISP serves as sponsor (the “CurrencyShares Trusts”). Previously, she was Director of
Fund Financial


Services from December 2008 to September 2018, Assistant Treasurer for the Managing Owner from


January 2013 to September 2018, Assistant Treasurer of ISP from April 2018 to September 2018, Assistant


Treasurer for the Invesco ETFs from September 2014 to September 2018 and Assistant Vice President for


the
Invesco Funds from December 2008 to March 2016. In such roles, Ms. Gallegos managed the group of


personnel responsible for the preparation of fund financial statements and other
information necessary


for shareholder reports, fund prospectuses, regulatory filings, and for the coordination and oversight of


third-party service providers of the Fund, the Invesco ETFs, the Invesco Funds, and the CurrencyShares


Trusts. Ms.
Gallegos earned a BBA in accounting from Harding University in Searcy, AR. Ms. Gallegos was


listed as a principal of the Managing Owner on September 25, 2018.




Melanie H. Zimdars


(44) has been Chief Compliance Officer of the Managing Owner since November 2017.


In this role she is responsible for
all aspects of regulatory compliance for the Managing Owner. Ms.


Zimdars has also served as Chief Compliance Officer of Invesco Exchange-Traded Fund Trust, Invesco


Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed


Exchange-Traded Fund
Trust and Invesco Actively Managed Exchange-Traded Commodity Fund Trust since


November 2017. From September 2009 to October 2017, she served as Vice President and Deputy Chief


Compliance Officer at ALPS Holdings, Inc. where she was Chief Compliance Officer for six different mutual


fund complexes, including active and passive ETFs and open-end and closed-end funds. Through its


subsidiary
companies, ALPS Holdings, Inc. is a provider of investment products and customized servicing


solutions to the financial services industry. Ms. Zimdars received a BS degree from
the University of


Wisconsin-La Crosse. Ms. Zimdars was listed as a principal of the Managing Owner on February 1, 2018.




John Zerr


(58) has been a Member of the Board of Managers of the Managing Owner since September


2006. Mr. Zerr has also served as
Chief Operating Officer of the Americas for Invesco Ltd. since February


2018. Prior to his current position, Mr. Zerr served as Managing Director and General Counsel – U.S.
Retail


of Invesco Management Group, Inc., a registered investment adviser affiliated with the Managing Owner,


from March 2006 until February 2018, where he was responsible for overseeing the U.S. Retail Legal


Department for Invesco Ltd. and its affiliated companies. Mr. Zerr has also been a Senior Vice President


and Secretary of IDI since March 2006 and June 2006, respectively. He also served as a Director of that


entity until February 2010. Mr. Zerr has served as Senior Vice President of Invesco Advisers, Inc., a


registered investment adviser affiliated with the Managing Owner, since December 2009. Mr. Zerr serves


as a
Director, Vice President and Secretary of Invesco Investment Services, Inc., a registered transfer


agency since May 2007. Mr. Zerr has served as Director, Senior Vice President,
General Counsel and


Secretary of a number of other Invesco Ltd. wholly-owned subsidiaries which service or serviced portions


of Invesco Ltd.’s U.S. Retail business since May 2007 and since June 2010 with respect to certain Van


Kampen
entities engaged in the asset management business that were acquired by Invesco Ltd. from


Morgan Stanley. In each of the foregoing positions Mr. Zerr is responsible for
overseeing legal operations.


In such capacity, Mr. Zerr also is responsible for overseeing the legal activities of the Invesco Funds. Mr.


Zerr earned a BA degree in economics from Ursinus College. He graduated cum laude with a J.D. from


Temple University
School of Law. Mr. Zerr was listed as a principal of the Managing Owner on December 6,


2012.




Brian Hartigan


(42) joined the Managing Owner in May 2015 as Global Head of ETF Investments. In his


role, Mr. Hartigan manages the
portfolio management function at the Managing Owner, with the Director


of Portfolio Management reporting to him. Previously from June 2010 until May of 2015, Mr. Hartigan was


the Head of Portfolio Management and Research for Invesco Capital Markets, Inc., the sponsor of unit


investment trusts. In that role, he oversaw portfolio management of Invesco unit trusts. He earned his B.A.


from the University of St. Thomas in Minnesota and an MBA in finance from DePaul University. He is a CFA


charterholder and a member of the CFA Society of Chicago. Mr. Hartigan was listed as a principal and


registered as an associated person of the Managing Owner on February 21, 2018 and May 29, 2018,


respectively.




Invesco Group Services Inc.


, which is a wholly owned, indirect subsidiary of Invesco
Ltd., has been a


principal of the Managing Owner since September 27, 2018 and has periodically been listed with NFA as a


principal of other NFA members since May 17, 1990.








59


















Ownership or
Beneficial Interest in the Fund




As of the date of this Prospectus, the
Managing Owner and the principals of the Managing Owner own less


than 1% of the Shares.




Management; Voting by Shareholders; Negative Consent




The Shareholders take no part in the management or control, and have no voice in the
operations or the


business of the Trust or the Fund. Shareholders, voting together as a single series may, however, remove


and replace the Managing Owner as the managing owner of the Trust and the Fund, and may amend the


Trust Agreement,
except in certain limited respects, by the affirmative vote of a majority of the


outstanding Shares then owned by Shareholders (not including Shares held by the Managing Owner
and its


affiliates). The owners of a majority of the outstanding Shares then owned by Shareholders may also


compel dissolution of the Trust and the Fund. The owners of 10% of the outstanding Shares then owned by


Shareholders have the right to bring a matter before a vote of the Shareholders. The Managing Owner has


no
power under the Trust Agreement to restrict any of the Shareholders’ voting rights. Any Shares


purchased by the Managing Owner or its affiliates, as well as the Managing
Owner’s general interests in


the Fund, are non-voting.




Any action required or permitted to be taken by Shareholders by vote may be taken without a meeting by


written consent setting forth the actions so taken. The written consents will be treated for all purposes as


votes at a meeting. If the vote or consent of any Shareholder to any action of the Trust, the Fund or any


Shareholder, as contemplated by the Trust Agreement, is solicited by the Managing Owner, the solicitation


will be effected by notice to each Shareholder given in the manner provided by the Trust Agreement.




The Trust Agreement permits the approval of actions through the negative consent of
Shareholders. As


provided in the Trust Agreement, the vote or consent of each Shareholder so solicited will be deemed


conclusively to have been cast or granted as requested in the notice of solicitation, whether or not the


notice of
solicitation is actually received by that Shareholder, unless the Shareholder expresses written


objection to the vote or consent by notice given in the manner provided in the
Trust Agreement and


actually received by the Trust within twenty (20) days after the notice of solicitation is effected. Because


the Trust Agreement provides for negative consent (e.g., that Shareholders are deemed to have consented


unless they
timely object), a Shareholder’s consent will be deemed conclusively to have been granted with


respect to any matter for which the Managing Owner may solicit Shareholder
consent unless the


Shareholder expresses written objection in the manner required by the Trust Agreement and a


Shareholder’s written objection is actually received by the Trust within twenty (20) days after the notice of


solicitation is effected. This means that not responding to the vote or consent solicitation would have the


same effect as responding with affirmative written consent. For example, in the context of a consent


solicitation to change the managing owner or any other action, a Shareholder’s lack of a response will have


the same effect as if the Shareholder had provided affirmative written consent for the proposed action.




The Managing Owner and all persons dealing with the Trust will be entitled to act in
reliance on any vote


or consent which is deemed cast or granted pursuant to the negative consent provision and will be fully


indemnified by the Trust in so doing. Any action taken or omitted in reliance on this deemed vote or


consent of one or
more Shareholders will not be void or voidable by reason of timely communication


made by or on behalf of all or any of these Shareholders in any manner other than as expressly
provided in


the Trust Agreement.




The Managing Owner has the unilateral right to amend the Trust Agreement as it applies to the Fund,


provided that any such amendment is for the benefit of and not adverse to the Shareholders or the


Trustee
and also in certain unusual circumstances, for example, if doing so is necessary to comply with


certain regulatory requirements.




Recognition of the Trust and the Fund in Certain States




A number of states do not have “business trust” statutes such as that
under which the Trust has been


formed in the State of Delaware. It is possible, although unlikely, that a court in such a state could hold


that, due to the absence of any statutory provision to the contrary in such jurisdiction, the Shareholders,






60


















although entitled under
Delaware law to the same limitation on personal liability as stockholders in a


private corporation for profit organized under the laws of the State of Delaware, are not so
entitled in such


state. To protect Shareholders against any loss of limited liability, the Trust Agreement provides that no


written obligation may be undertaken by the Fund unless such obligation is explicitly limited so as not to


be
enforceable against any Shareholder personally. Furthermore, the Fund itself indemnifies all of its


Shareholders against any liability that such Shareholders might incur in
addition to that of a beneficial


owner.




Possible Repayment of Distributions Received by Shareholders; Indemnification by Shareholders




The Shares are limited liability investments; investors may not lose more than the
amount that they invest


including any appreciation in their investments. However, Shareholders could be required, as a matter of


bankruptcy law, to return to the estate of the Fund any distribution they received at a time when the Fund


was in fact
insolvent or in violation of the Trust Agreement. In addition, Shareholders agree in the Trust


Agreement that they will indemnify the Fund for any harm suffered by it as a result
of:











Shareholders’ actions unrelated to the business of the Fund; or















taxes separately imposed on the Fund by any state, local or foreign taxing
authority.








Shares Freely Transferable




The Shares trade on the NYSE Arca and provide institutional and retail investors
with direct access to the


Fund. The Shares may be bought and sold on the NYSE Arca.




Book-Entry Form




Individual certificates will not be issued for the Shares. Instead, global
certificates are deposited by the


Trustee with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates


evidence all of the Shares outstanding at any time. Under the Trust Agreement, Shareholders are limited


to (1)
participants in DTC such as banks, brokers, dealers and trust companies (“DTC Participants”), (2)


those who maintain, either directly or indirectly, a custodial
relationship with a DTC Participant (“Indirect


Participants”), and (3) those banks, brokers, dealers, trust companies and others who hold interests in the


Shares through DTC Participants or Indirect Participants. The Shares are only transferable through the


book-entry system
of DTC. Shareholders who are not DTC Participants may transfer their Shares through


DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect
Participant or


other entity through which their Shares are held) to transfer the Shares. Transfers are made in accordance


with standard securities industry practice.




Reports to Shareholders




The Managing Owner will furnish you with an annual report of the Fund within 90 calendar days after the


end of the Fund’s fiscal year as required by the rules and regulations of the SEC as well as with those


reports required by the CFTC and the NFA, including, but not limited to, annual audited financial


statements certified by independent registered public accountants and any other reports required by any


other governmental authority that has jurisdiction over the activities of the Trust and the Fund. You also


will be provided with appropriate information to permit you to file your U.S. federal and state income tax


returns (on a timely basis) with respect to your Shares. Monthly account statements conforming to CFTC


and
NFA requirements are posted on the Managing Owner’s website at https://www.invesco.com/ETFs.


Additional reports may be posted on the Managing Owner’s website in the
discretion of the Managing


Owner or as required by applicable regulatory authorities.




The Managing Owner will notify Shareholders of any change in the fees paid by the
Trust or of any material


changes to the Fund by filing with the SEC a supplement to this Prospectus and a Form 8-K, which will be


publicly available at http://www.sec.gov and at the Managing Owner’s website at https://www.invesco.com/ETFs.


Any
such notification will include a description of Shareholders’ voting rights.






61


















NAV




NAV means the total assets of the Fund including, but not limited to, all cash and cash equivalents or other


debt securities less total liabilities of the Fund, each determined on the basis of generally accepted


accounting
principles in the United States, consistently applied under the accrual method of accounting. In


particular, NAV includes any unrealized profit or loss on open futures positions,
and any other credit or


debit accruing to the Fund but unpaid or not received by the Fund. All open commodity futures contracts


traded on a U.S. exchange are calculated at their then current market value, which are based upon the


settlement price
for that particular commodity futures contract traded on the applicable U.S. exchange on


the date with respect to which NAV is being determined; provided, that if a commodity
futures contract or


option traded on a U.S. exchange could not be liquidated on such day, due to the operation of daily limits


or other rules of the exchange upon which that position is traded or otherwise, the Managing Owner may


value such
futures contract or option pursuant to policies the Managing Owner has adopted. The current


market value of all open forward contracts entered into by the Fund, if any, shall be
the mean between the


last bid and last asked prices quoted by the bank or financial institution which is a party to the contract on


the date with respect to which NAV is being determined; provided, that if such quotations are not


available on such
date, the mean between the last bid and asked prices on the first subsequent day on


which such quotations are available shall be the basis for determining the market value of
such forward


contract for such day. The Managing Owner may in its discretion (and under extraordinary circumstances,


including, but not limited to, periods during which a settlement price of a futures contract is not available


due to
exchange limit orders or force majeure type events such as systems failure, natural or man-made


disaster, act of God, armed conflict, act of terrorism, riot or labor disruption
or any similar intervening


circumstance) value any asset of the Fund pursuant to such other principles as the Managing Owner


deems fair and equitable. Interest earned on the Fund’s commodity brokerage account is accrued at least


monthly.
The amount of any distribution will be a liability of the Fund from the day when the distribution is


declared until it is paid.




NAV per Share is the NAV of the Fund divided by the number of outstanding
Shares.




Termination Events




The Trust, or as the case may be, the Fund will dissolve at any time upon the
happening of any of the


following events:











The filing of a certificate of dissolution or revocation of the Managing Owner’s
charter (and the


expiration of 90 days after the date of notice to the Managing Owner of revocation without a


reinstatement of its charter) or upon the withdrawal, removal, adjudication or admission of


bankruptcy or
insolvency of the Managing Owner, or an event of withdrawal unless (i) at the time


there is at least one remaining managing owner and that remaining managing owner carries on the


business of the Fund or (ii) within 90 days of such event of withdrawal all the remaining


Shareholders
agree in writing to continue the business of the Fund and to select, effective as of the


date of such event, one or more successor managing owners. If the Trust is terminated as
the result


of an event of withdrawal and a failure of all remaining Shareholders to continue the business of


the Trust and to appoint a successor managing owner as provided above within 120 days of such


event of
withdrawal, Shareholders holding Shares representing at least a majority (over 50%) of the


NAV of the Fund (not including Shares held by the Managing Owner and its affiliates)
may elect to


continue the business of the Trust by forming a new statutory trust (“ Reconstituted Trust”) on the


same terms and provisions as set forth in the Trust Agreement (whereupon the Managing Owner


and the Trustee shall
execute and deliver any documents or instruments as may be necessary to


reform the Trust). Any such election must also provide for the election of a managing owner to the


Reconstituted Trust. If such an election is made, all Shareholders shall be bound thereby and


continue as Shareholders
of the series of the Reconstituted Trust.















The
occurrence of any event which would make unlawful the continued existence of the Trust or


the Fund, as the case may be.










62

























In the
event of the suspension, revocation or termination of the Managing Owner’s registration as


a commodity pool operator or commodity trading advisor under the Commodity
Exchange Act, or


membership as a commodity pool operator or commodity trading advisor with the NFA (if, in either


case, such registration is required under the Commodity Exchange Act or the rules promulgated


thereunder) unless at the
time there is at least one remaining Managing Owner whose registration


or membership has not been suspended, revoked or terminated.















The Trust or the Fund, as the case may be, becomes insolvent or bankrupt.















The Shareholders holding Shares representing at least a majority (over 50%) of the NAV (which


excludes the Shares of the Managing Owner) vote to dissolve the Trust, notice of which is sent to


the
Managing Owner not less than ninety (90) Business Days prior to the effective date of


termination.















The determination of the Managing Owner that the aggregate net assets of the Fund in relation
to


the operating expenses of the Fund make it unreasonable or imprudent to continue the business of


the
Fund, or, in the exercise of its reasonable discretion, the determination by the Managing


Owner to dissolve the Trust because the aggregate NAV of the Trust as of the close of
business on


any business day declines below $10 million.















The Trust or the Fund is required to be registered as an investment company under the 1940
Act.















DTC is
unable or unwilling to continue to perform its functions, and a comparable replacement is


unavailable.










Distributions




The Managing Owner has discretionary authority over all distributions made by the
Fund. To the extent


that the Fund’s actual and projected Treasury Income, Money Market Income and T-Bill ETF Income


exceeds the actual and projected fees and expenses of the Fund, the Managing Owner expects periodically


to make
distributions of the amount of such excess. The Managing Owner currently does not expect to


make distributions with respect to the Fund’s capital gains. Depending on the
Fund’s performance for the


taxable year and a Shareholder’s tax situation for such year, a Shareholder’s income tax liability for the


taxable year for the allocable share of the Fund’s net ordinary income or loss and capital gain or loss may


exceed
any distributions the Shareholder receives with respect to such year.






The Administrator, Custodian and Transfer Agent




The Bank of New York Mellon is the administrator of the Fund and has entered into an
Administration


Agreement in connection therewith. The Bank of New York Mellon serves as the Custodian, and has


entered into the Custody Agreement in connection therewith. The Bank of New York Mellon serves as the


Transfer Agent of
the Fund and has entered into a Transfer Agency and Service Agreement in connection


therewith.




The Bank of New York Mellon, a banking corporation organized under the laws of the
State of New York


with trust powers, has an office at 240 Greenwich Street, New York, New York 10007. The Bank of New


York Mellon is subject to supervision by the New York State Banking Department and the Board of


Governors of the Federal
Reserve System. Information regarding the NAV of the Fund, creation and


redemption transaction fees and the names of the parties that have executed a Participant Agreement


may be obtained from The Bank of New York Mellon by calling the following number: (718) 315-7500. A


copy of
the Administration Agreement is available for inspection at The Bank of New York Mellon’s office


identified above.




The Administrator retains, separately for the Fund, certain 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






63


















merchants, c/o The Bank of
New York Mellon, 240 Greenwich Street, New York, New York 10007,


telephone number (718) 315-7500.




A summary of the material terms of the Administration Agreement is disclosed in the
“Material Contracts”


section.




The Administrator’s monthly fees of up to 0.05% per annum are paid on behalf of the Fund by the


Managing Owner out of the Fund’s Management Fee.




The Administrator and any of its affiliates may from time to time purchase or sell Shares for their own


account, as agent for their customers and for accounts over which they exercise investment discretion.




The Administrator and any successor administrator must be a participant in DTC or
such other securities


depository as shall then be acting.




The Transfer Agent receives a transaction processing fee in connection with orders from Authorized


Participants to create or redeem Creation Units in the amount of $500 per order. These transaction


processing fees are paid directly by the Authorized Participants and not by the Fund. From time to time,


the Managing Owner, in its sole discretion, may reimburse Authorized Participants for all or a portion of


the processing fees from the Managing Owner’s own assets.




The Trust may retain the services of one or more additional service providers to assist with certain tax


reporting requirements of the Fund and its Shareholders.






Invesco Distributors, Inc.




Invesco Distributors assists the Managing Owner with certain functions and duties
relating to distribution


and marketing, which include the following: consultation with the marketing staff of the Managing Owner


and its affiliates with respect to FINRA compliance in connection with marketing efforts; review and filing


of marketing
materials with FINRA; and consultation with the Managing Owner and its affiliates in


connection with marketing and sales strategies. Investors may contact Invesco Distributors
toll-free in the


U.S. at (800) 983-0903.




Invesco Distributors retains all marketing materials for the Fund, at the offices of Invesco Distributors, Inc.,


11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173; telephone number (800) 983-0903.




The Managing Owner, out of the Management Fee, pays Invesco Distributors $25,000 annually ($6,250 per


quarter) for performing its duties on behalf of the Fund. Such services may include, among other services,


reviewing distribution related legal documents and contracts, consulting on marketing or sales strategy,


maintaining certain books and records in respect of the Fund and performing additional marketing and


distribution related services as may be agreed upon by Invesco Distributors and the Managing Owner.


Invesco
Distributors is affiliated with the Managing Owner.






Index Sponsor




The Managing Owner, on behalf of the Fund, has appointed DBSI to serve as the Index
Sponsor. On


February 1, 2021, the provision of index sponsor services transferred back to DBSI from DWS Investment


Management Americas, Inc., to whom DBSI had previously assigned such responsibility. The Index Sponsor


calculates and
publishes the daily index levels and the indicative intraday index levels. The Index Sponsor


also calculates the IIV per Share throughout each Business Day. The Index Sponsor may
subcontract its


services from time to time to one or more third parties.




The Managing Owner pays the Index Sponsor a licensing fee and an index services fee out of the


Management
Fee for performing its duties. These fees constitute a portion of the routine operational,


administrative and other ordinary expenses and are paid from out of the Management Fee
and are not


charged to or reimbursed by the Fund.






64


















Neither the Managing Owner nor any affiliate of the Managing Owner has any rights to influence the


selection of the futures contracts underlying the Index.




The Index Sponsor is not affiliated with the Fund or the Managing Owner. The Managing Owner has


entered
into a license agreement with the Index Sponsor to use the Index.




The
Index Sponsor makes no representation regarding the advisability of investing in Shares.




There is no relationship between the Index Sponsor and the Managing Owner or the Fund other than a


services agreement and a license by the Index Sponsor to the Managing Owner of certain of the Index


Sponsor’s trademarks and trade names, and the Index, for use by the Managing Owner or the Fund. Such


trademarks, trade names and the Index have been created and developed by the Index Sponsor without


regard
to, and independently of, the Managing Owner and the Fund, their business, and/or any


prospective investor. The Fund and the Managing Owner have arranged with the Index Sponsor
to license


the Index for possible inclusion in funds which the Managing Owner independently intends to develop and


promote. The Index Sponsor is not responsible for, and has not participated in the determination of, the


prices and
amount of Shares or the timing of the issuance or sale of Shares or in the determination of any


financial calculations relating thereto. The Index Sponsor has no obligation or
liability in connection with


the administration of the Fund, or marketing of the Shares. The Index Sponsor does not guarantee the


accuracy and/or the completeness of the Index or any data included therein. The Index Sponsor shall have


no liability
for any errors, omissions, or interruptions therein. The Index Sponsor makes no warranty,


express or implied, as to results to be obtained by the Managing Owner, the Fund or
owners of Shares, or


any other person or entity, from the use of the Index or any data included therein. The Index Sponsor


makes no express or implied warranties, and expressly disclaims all warranties of merchantability or


fitness for a
particular purpose or use with respect to the Index or any data included therein, the Fund, or


the Shares. DBSI has entered into a services agreement with the Managing Owner. The
agreement


between the Managing Owner and DBSI as Index Sponsor relates to the Managing Owner’s sponsorship


not only of the Fund but of other commodity pools and ETFs. The agreement is for an initial one-year term


which
commenced on January 31, 2021, with additional one-year renewal terms unless terminated.




Both the Managing Owner and DBSI have the right to terminate on notice subject to payment of a


termination fee, both with respect to a given fund and with respect to all funds subject to these


agreements. Each party also has the right to terminate for cause, although the Managing Owner’s ability to


exercise this right is restricted to a narrow set of circumstances during the initial one-year term.


Accordingly, there
may be circumstances where the Managing Owner would otherwise believe cause


exists to terminate DBSI but where it would have to rely on its right to terminate at will. The
termination


fee payable by the Managing Owner would be based on anticipated fee payments under these agreements


during the remainder of the initial one-year term, and therefore could be sufficiently high as to deter the


Managing
Owner from exercise of these termination rights. These termination fees would also be


triggered by certain other termination rights of DBSI, including in the event of a change of
control of the


Managing Owner or changes of law affecting the licenses or services to be provided by DBSI. As a


consequence of these termination fee rights, DBSI may elect to terminate these licenses and services


under certain
circumstances where, were these being provided under stand-alone arrangements in


respect of the Fund, it might not elect to terminate the business relationship. Termination of
the


agreements between DBSI and the Managing Owner could result in disruption to the affairs of the Fund,


including the need to adopt new indices and engage a replacement index sponsor.




Without limiting any of the foregoing, in no event shall the Index Sponsor have any
liability for any special,


punitive, indirect, or consequential damages (including lost profits) resulting from the use of the Index or


any data included therein, the Fund, or the Shares, even if notified of the possibility of such damages.




The Index Sponsor shall not be liable to the Managing Owner, the Fund, or the owners
of any Shares for


any loss or damage, direct or indirect, arising from (i) any inaccuracy or incompleteness in, or delays,


interruptions, errors or omissions in the delivery of the Index or any data related thereto, the Index Data,


or (ii) any
decision made or action taken by any customer or third party in reliance upon the Index Data.


The Index Sponsor does not make any warranties, express or implied, to the Managing
Owner, the Fund or


owners of Shares or anyone else regarding the Index Data, including without limitation, any warranties






65


















with respect to the
timeliness, sequence, accuracy, completeness, currentness, merchantability, quality, or


fitness for a particular purpose or any warranties as to the results to be obtained by the
Managing Owner,


the Fund or owners of Shares or anyone else in connection with the use of the Index Data. The Index


Sponsor shall not be liable to the Managing Owner, the Fund or owners of Shares or anyone else for loss of


business
revenues, lost profits or any indirect, consequential, special or similar damages whatsoever,


whether in contract, tort or otherwise, even if advised of the possibility of such
damages.




The Managing Owner does not guarantee the accuracy and/or the
completeness of the Index or any Index


Data included therein, and the Managing Owner shall have no liability for any errors, omissions, or


interruptions therein. The Managing Owner makes no warranty, express or implied, as to results to be


obtained by the
Fund, owners of the Shares or any other person or entity from the use of the Index or any


Index Data included therein. The Managing Owner makes no express or implied warranties,
and expressly


disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to each


Underlying Index or any Index Data included therein. Without limiting any of the foregoing, in no event


shall the
Managing Owner have any liability for any special, punitive, direct, indirect or consequential


damages (including lost profits) arising out of matters relating to the use of the
Index even if notified of the


possibility of such damages.






The Securities Depository; Book-Entry-Only System; Global Security




DTC acts as securities depository for the Shares. DTC is a limited-purpose trust
company organized under


the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation”


within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered


pursuant to
the provisions of section 17A of the Exchange Act. DTC was created to hold securities of DTC


Participants and to facilitate the clearance and settlement of transactions in such
securities among the


DTC Participants through electronic book-entry changes. This eliminates the need for physical movement


of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies,


clearing
corporations, and certain other organizations, some of whom (and/or their representatives) own


DTC. Access to the DTC system is also available to others such as banks, brokers,
dealers and trust


companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or


indirectly. DTC has agreed to administer its book-entry system in accordance with its rules and by-laws and


the
requirements of law.




Individual certificates will not be issued for the
Shares. Instead, global certificates are signed by the


Managing Owner on behalf of the Fund, registered in the name of Cede & Co., as nominee for DTC, and


deposited with the Trustee on behalf of DTC. The global certificates evidence all of the Shares outstanding


at any time.
The representations, undertakings and agreements made on the part of the Fund in the global


certificates are made and intended for the purpose of binding only the Fund and not
the Trustee or the


Managing Owner individually.




Upon the settlement date of any creation, transfer or redemption of Shares, DTC credits or debits, on its


book-entry registration and transfer system, the amount of the Shares so created, transferred or


redeemed
to the accounts of the appropriate DTC Participants. The Managing Owner and the Authorized


Participants designate the accounts to be credited and charged in the case of creation
or redemption of


Shares.




Beneficial ownership of the Shares is limited to DTC Participants, Indirect Participants and persons holding


interests through DTC Participants and Indirect Participants. Owners of beneficial interests in the Shares is


shown on,
and the transfer of ownership is effected only through, records maintained by DTC (with


respect to DTC Participants), the records of DTC Participants (with respect to Indirect
Participants), and the


records of Indirect Participants (with respect to Shareholders that are not DTC Participants or Indirect


Participants). Shareholders are expected to receive from or through the DTC Participant maintaining the


account through
which the Shareholder has purchased their Shares a written confirmation relating to such


purchase.






66


















Shareholders that are not
DTC Participants may transfer the Shares through DTC by instructing the DTC


Participant or Indirect Participant through which the Shareholders hold their Shares to transfer the
Shares.


Shareholders that are DTC Participants may transfer the Shares by instructing DTC in accordance with the


rules of DTC. Transfers are made in accordance with standard securities industry practice.




DTC may decide to discontinue providing its service with respect to Creation Units and/or the Shares by


giving notice to the Trustee and the Managing Owner. Under such circumstances, the Trustee and the


Managing
Owner will either find a replacement for DTC to perform its functions at a comparable cost or, if


a replacement is unavailable, terminate the Fund.




The rights of the Shareholders generally must be exercised by DTC Participants
acting on their behalf in


accordance with the rules and procedures of DTC. Because the Shares can only be held in book-entry form


through DTC and DTC Participants, investors must rely on DTC, DTC Participants and any other financial


intermediary
through which they hold the Shares to receive the benefits and exercise the rights described


in this section. Investors should consult with their broker or financial institution
to find out about


procedures and requirements for securities held in book-entry form through DTC.






Share
Splits




If the Managing Owner believes that the per Share price in the
secondary market for Shares has fallen


outside a desirable trading price range, the Managing Owner may direct the Trustee to declare a split or


reverse split in the number of Shares outstanding and to make a corresponding change in the number of


Shares
constituting a Creation Unit.






Material Contracts




Brokerage Agreement




The Commodity Broker and the Managing Owner (on behalf of the Fund) entered into a brokerage


agreement
with respect to the Fund (the “Brokerage Agreement”). As a result, the Commodity Broker:











acts as the clearing broker;















acts as custodian of the Fund’s assets in connection with the clearing of transactions;
and















performs such other services for the Fund as the Managing Owner may from time to time
request.








As clearing
broker for the Fund, the Commodity Broker receives orders for trades from the Managing


Owner.




Confirmations of all executed trades are given to the Fund by the Commodity Broker.
The Brokerage


Agreement incorporates the Commodity Broker’s standard customer agreements and related documents,


which generally include provisions that:











the assets of the Fund held in its account with the Commodity Broker and all contracts and
rights to


payment thereunder are held as security for the Fund’s obligations to the Commodity Broker;















the Commodity Broker shall have the right to limit the size of open positions (net or gross)
of the


Fund with respect to its account at any time only as necessary to comply with the applicable law or


applicable position limits and shall promptly notify the Fund of any rejected order;















the Fund must make all applicable original margin, variation margin, intra-day margin and
premium


payments to the Commodity Broker; the Commodity Broker may, among other things, close out


positions, sell securities or other property held in the Fund’s account, purchase futures or cancel


orders at any time upon the default of the Fund under the Brokerage Agreement, without the


consent of the
Managing Owner on behalf of the Fund; and










67

























absent
a separate written agreement with the Fund with respect to give-up transactions, the


Commodity Broker, in its sole discretion, may accept from other brokers contracts executed by


such brokers and to be given up to the Commodity Broker for clearance or carrying in any account.








Administrative functions provided by the Commodity Broker to the Fund include, but
are not limited to,


preparing and transmitting daily confirmations of transactions and monthly statements of account,


calculating balances and margin requirements.




In respect of the transactions effected pursuant to the Brokerage Agreement, the Commodity Broker will


charge the Fund a fee for the services it has agreed to perform, including brokerage charges, give-up fees,


commissions and services fees as may be agreed upon by the Fund and the Commodity Broker; exchange,


clearing house, NFA or other regulatory fees; the amount necessary to hold the Commodity Broker


harmless
against all taxes and tax-related liabilities of the Fund; any debit balance or deficiency in the


Fund’s account; interest on any debit balances or deficiencies in the
Fund’s account and on monies


advanced to the Fund; and any other agreed upon amounts owed by the Fund to the Commodity Broker in


connection with the Fund’s account or transactions therein.




The Brokerage Agreement is terminable by the Fund at any time by written notice to the Commodity


Broker,
or by the Commodity Broker without penalty upon ten (10) days’ prior written notice.




The Brokerage Agreement provides that except to the extent of its gross negligence, fraud or willful


misconduct, the Commodity Broker shall not be liable for any loss, liability or expense incurred by the Fund


in connection with or arising out of the Brokerage Agreement, transactions in or for the Fund or any


actions taken by the Commodity Broker at the request or direction of the Fund.




Administration Agreement




Pursuant to the Administration Agreement among the Trust, on behalf of itself and on behalf of the Fund,


and the Administrator, the Administrator performs or supervises the performance of services necessary


for
the operation and administration of the Fund (other than making investment decisions), including NAV


calculations, accounting and other fund administrative services.




The Administration Agreement will continue in effect unless terminated on at least
90 days prior written


notice by either party to the other party. Notwithstanding the foregoing, the Administrator may terminate


the Administration Agreement with respect to the Fund upon 30 days prior written notice if the Fund has


materially
failed to perform its obligations under the Administration Agreement or upon the termination


of the Custody Agreement by the Fund.




The Administrator is both exculpated and indemnified under the Administration
Agreement.




Except as otherwise provided in the Administration
Agreement, the Administrator will not be liable for any


costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by the


Trust or the Fund, except those costs, expenses, damages, liabilities or claims arising out of the


Administrator’s own gross negligence or willful misconduct. In no event will the Administrator be liable to


the Trust, the Fund or any third party for special, indirect or consequential damages, or lost profits or loss


of
business, arising under or in connection with the Administration Agreement, even if previously informed


of the possibility of such damages and regardless of the form of action.
The Administrator will not be liable


for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against


any claim or liability, resulting from, arising out of, or in connection with its performance under the


Administration
Agreement, including its actions or omissions, the incompleteness or inaccuracy of any


Proper Instructions (as defined therein), or for delays caused by circumstances beyond the
Administrator’s


control, unless such loss, damage or expense arises out of the gross negligence or willful misconduct of the


Administrator.




Subject to limitations, the Trust and/or the Fund will indemnify and hold harmless
the Administrator from


and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by the


Trust or the Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained


or
incurred or which may be asserted against the Administrator by reason of or as a result of any action


taken or omitted to be taken by the Administrator in good faith under the
Administration Agreement or in






68


















reliance upon (i) any law, act, regulation or interpretation of the same even though the same may


thereafter have been altered, changed, amended or repealed, (ii) the registration statement or


Prospectus,
(iii) any Proper Instructions, or (iv) any opinion of legal counsel for the Fund, or arising out of


transactions or other activities of the Fund which occurred prior to the
commencement of the


Administration Agreement; provided, that neither the Trust nor the Fund will indemnify the Administrator