Fund Objective & Key Features
The investment objective of CPER is for the daily changes in percentage terms of its units' net asset value ("NAV") to reflect the daily changes in percentage terms of the SummerHaven Copper Index Total Return℠, less CPER's expenses. The Copper Index is designed as a benchmark for investors seeking attractive risk-adjusted returns on a portfolio of copper futures contracts.
The Copper Index is comprised of either 2 or 3 Eligible Copper Futures Contracts that are selected on a monthly basis based on quantitative formulas relating to the prices of the Eligible Copper Futures Contracts developed by SummerHaven Indexing. The Copper Index is rules-based and is rebalanced monthly based on observable price signals. In this context, the term "rules-based" is meant to indicate that the composition of the Copper Index in any given month will be determined by quantitative formulas relating to the prices of the futures contracts that are included in the Copper Index.
Copper is a metal that has global and widespread uses across multiple industries. Copper futures contracts are one of the most actively traded of the metals futures contracts and serve as the single commodity in the Copper Index.
The portfolio consists of listed copper futures contracts and other copper-related futures and may consist of forwards and swap contracts. These investments will be collateralized by cash, cash equivalents and US government obligations with remaining maturities of two years or less.
Below are the eligible commodities that may comprise the Index on a monthly basis:
For the month of April, the Benchmark Component Futures Contracts are:
|Copper SEP13||Copper JUL13||Copper DEC13|
CPER's Key Features
- CPER provides a vehicle to take directional positions on copper prices.
- CPER offers the convenience of an exchange-traded security (NYSE Arca).
- CPER permits commodity exposure without using a commodity futures account.
- CPER provides "equity-like" order flexibility, including market, limit, stop, stop limit and Good-Til-Cancelled (GTC) orders.
- CPER provides market price, NAV and portfolio holdings on a daily basis.
CPER's Creation & Redemption Process
Authorized Purchasers pay a $350 fee for each order to create or redeem one or more Creation Baskets or Redemption Baskets consisting of 50,000 units. Authorized Purchasers are not required to sell any specific number or dollar amount of units. The per unit price of units offered in Creation Baskets on any day after the effective date of the registration statement is the total NAV of CPER calculated as of the close of the core trading session on the NYSE Arca on that day divided by the number of issued and outstanding units.
CPER receives or pays the proceeds from units sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in CPER's condensed statement of financial condition as receivable for units sold, and amounts payable to Authorized Purchasers upon redemption are reflected as payable for units redeemed.
U.S. Federal Income Tax Considerations
The following discussion summarizes the material U.S. federal income tax consequences of the purchase, ownership and disposition of Units of a Fund, and the U.S. federal income tax treatment of the Fund, as of the date hereof. In general, this discussion is applicable to a Unitholder who holds its Units as a capital asset. This summary does not purport to be a complete description of the income tax considerations applicable to an investment in Units. For example, we have not described tax consequences that may be relevant to certain types of Unitholders subject to special treatment under United States federal income tax laws, including dealers or traders in securities, commodities or currencies, financial institutions, tax-exempt entities, insurance companies, persons holding Units as a part of a position in a "straddle" or as part of a "hedging," "conversion" or other integrated transaction for federal income tax purposes, or holders of Units whose "functional currency" is not the U.S. dollar. Furthermore, the discussion below is based upon the provisions of the Code, and regulations ("Treasury Regulations"), rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified (possibly with retroactive effect) so as to result in U.S. federal income tax consequences different from those discussed below.
The Sponsor has received the opinion of Reed Smith LLP, counsel to the Trust, that, subject to the conditions, limitations and assumptions stated in this discussion, the material U.S. federal income tax consequences to each Fund and to U.S. Unitholders and Non-U.S. Unitholders (as defined below) will be as described in the following paragraphs. In rendering its opinion, Reed Smith LLP has relied on the facts and assumptions described in the prospectus as well as certain factual representations made by the Trust and the Sponsor. This opinion is not binding on the Internal Revenue Service ("IRS"). No ruling has been requested from the IRS with respect to any matter affecting the Fund or prospective investors, and the IRS may disagree with the tax positions taken by the Trust. If the IRS were to challenge the Trust's tax positions in litigation, they might not be sustained by the courts.
Each prospective investor is advised to consult its own tax advisor regarding the U.S. federal income tax consequences of an investment in CPER units, as well as any applicable state, local or foreign tax consequences, in light of its particular circumstances.
Tax Status of CPER
The Trust is organized and will be operated as a statutory trust in accordance with the provisions of the Trust Agreement and applicable Delaware law. Notwithstanding the Trust's status as a statutory trust and each Fund's status as a series of that trust, due to the nature of their activities, the Funds will be treated as a partnership rather than a trust for United States federal income tax purposes. In addition, the trading of Units on the NYSE Arca will cause each Fund to be classified as a "publicly traded partnership" for federal income tax purposes. Under the Code, a publicly traded partnership is generally taxable as a corporation. In the case of an entity (such as a Fund) that is not registered under the Investment Company Act of 1940, however, an exception to this general rule applies if at least 90% of the entity's gross income is "qualifying income" for each taxable year of its existence. For this purpose, "qualifying income" is defined as including, in pertinent part, interest (other than from a financial business), dividends and gains from the sale or disposition of capital assets held for the production of interest or dividends. In addition, in the case of a partnership a principal activity of which is the buying and selling of commodities (other than as inventory) or of futures, forwards and options with respect to commodities, "qualifying income" includes income and gains from commodities and futures, forwards, options and swaps and other notional principal contracts with respect to commodities. In connection with the opinion provided by Reed Smith LLP, the Trust and the Sponsor have represented, among other things, the following to Reed Smith LLP:
- At least 90% of the Fund's gross income for each taxable year will be derived from (i) income and gains from commodities (not held as inventory) or futures, forwards, options, OTC swap transactions, cleared swaps and other notional principal contracts with respect to commodities, and (ii) interest income;
- The Fund is organized and will be operated in accordance with its governing documents and applicable law; and
- The Fund has not elected, and the Fund will not elect, to be classified as a corporation for U.S. federal income tax purposes.
Based in part on these representations, Reed Smith LLP is of the opinion that the Fund will be treated as a partnership that it is not taxable as a corporation for U.S. federal income tax purposes. The Fund's taxation as a partnership rather than a corporation will require the Sponsor to conduct the Fund's business activities in such a manner that it satisfies the qualifying income exception on a continuing basis. No assurance can be given that the Fund's operations for any given year will produce income that satisfies the requirements of the qualifying income exception. Reed Smith LLP will not review the Fund's ongoing compliance with these requirements and will have no obligation to advise the Trust, the Fund or the Fund's' unitholders in the event of any subsequent change in the facts, representations or applicable law relied upon in reaching its opinion.
If the Fund failed to satisfy the qualifying income exception in any year, other than a failure that is determined by the IRS to be inadvertent and that is cured within a reasonable time after discovery (in which case the Fund could be required to pay over amounts determined by the IRS), the Fund would be taxable as a corporation for federal income tax purposes and would pay federal income tax on its income at regular corporate rates. In that event, unitholders of such Fund would not report their share of such Fund's income or loss on their returns. In addition, any distributions to unitholders would be treated as ordinary dividends to the extent of the Fund's current and accumulated earnings and profits. To the extent a distribution exceeded the Fund's earnings and profits, it would be treated as a return of capital up to the amount of a Unitholder's basis in its units and thereafter as gain from the sale of units. Accordingly, if the Fund were to be taxable as a corporation, it would likely have a material adverse effect on the economic return from an investment in the Fund and on the value of the units.
The foregoing is only a partial summary of the federal income tax consequences of an investment in CPER. The full summary can be found in the Prospectus.
|CPER Data||as of 05/20/2013|
|Minimum Trade Size||1 unit|
|Administrator||Brown Brothers Harriman & Co|
|Distributor||ALPS Distributors, Inc.|
|Sponsor||United States Commodity Funds LLC|
|Management Expense Ratio2||0.65%|
1 There are special risks associated with margin investing. Please ask your financial advisor for more information about these risks.
2 As of May 29, 2012, the management fee will be reduced from 0.95% to 0.65%. The Sponsor anticipates that the waiver will remain in place through May 1, 2014. The arrangement is voluntary, however, and may be terminated or modified prior to May 1, 2014, with the approval of the Sponsor's Board of Directors.