Exhibit 99.1
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Financial Statements
September 30, 2010 (Unaudited) and December 31, 2009
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Statements of Financial Condition
September 30, 2010 (unaudited) and December 31, 2009
| September 30, 2010 | December 31, 2009 | |||||||
| Assets | ||||||||
Due from DB Exchange Traded Funds | $ | 6,422,088 | $ | 6,686,890 | ||||
Investment in DB Exchange Traded Funds | 26,096 | 25,654 | ||||||
Prepaid expenses | — | 1,825,640 | ||||||
Due from affiliate, net | 84,312,885 | 42,209,136 | ||||||
Total assets | $ | 90,761,069 | $ | 50,747,320 | ||||
| Liabilities and Member’s Capital | ||||||||
Liabilities: | ||||||||
Accrued expenses | $ | 8,058,713 | $ | 8,614,248 | ||||
Total liabilities | 8,058,713 | 8,614,248 | ||||||
Member’s capital | 82,702,356 | 42,133,072 | ||||||
Total liabilities and member’s capital | $ | 90,761,069 | $ | 50,747,320 | ||||
See accompanying notes to unaudited financial statements.
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DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Unaudited Statements of Income and Expenses
Nine months ended September 30, 2010 and 2009
| 2010 | 2009 | |||||||
Income: | ||||||||
Management fees | $ | 63,409,616 | $ | 31,273,664 | ||||
Equity in earnings in investment DB Exchange Traded Funds | 442 | 2,960 | ||||||
Total income | 63,410,058 | 31,276,624 | ||||||
Expenses: | ||||||||
Legal fees | 1,250,035 | 1,461,347 | ||||||
Audit fees and tax services | 4,186,983 | 4,449,820 | ||||||
Printing services | 775,028 | 423,167 | ||||||
Administrator and trustee fees | 2,946,464 | 2,086,170 | ||||||
Distribution fees | 10,982,371 | 5,211,032 | ||||||
Registration fees | 1,825,640 | 113,776 | ||||||
Other | 874,253 | 115,920 | ||||||
Total expenses | 22,840,774 | 13,861,232 | ||||||
Net income | $ | 40,569,284 | $ | 17,415,392 | ||||
See accompanying notes to unaudited financial statements.
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DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Unaudited Statements of Changes in Member’s Capital
Nine months ended September 30, 2010 and 2009
| 2010 | 2009 | |||||||
Member’s capital, January 1 | $ | 42,133,072 | $ | 13,802,936 | ||||
Net income | 40,569,284 | 17,415,392 | ||||||
Member’s capital, September 30 | $ | 82,702,356 | $ | 31,218,328 | ||||
See accompanying notes to unaudited financial statements.
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DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Unaudited Statements of Cash Flows
Nine months ended September 30, 2010 and 2009
| 2010 | 2009 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 40,569,284 | $ | 17,415,392 | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
(Increase) decrease in operating assets: | ||||||||
Due from DB Exchange Traded Funds | 264,802 | (2,869,829 | ) | |||||
Due from affiliate, net | (42,103,749 | ) | (14,020,353 | ) | ||||
Equity in earnings in investment in DB Exchange Traded Funds | (442 | ) | (2,960 | ) | ||||
Prepaid expenses | 1,825,640 | — | ||||||
Increase (decrease) in operating liabilities: | ||||||||
Accrued expenses | (555,535 | ) | (522,250 | ) | ||||
Net cash provided by (used in) operating activities | — | — | ||||||
Cash and cash equivalents at beginning of period | — | — | ||||||
Cash and cash equivalents at end of period | $ | — | $ | — | ||||
See accompanying notes to unaudited financial statements.
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DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Notes to Unaudited Financial Statements September 30, 2010
| (1) | Organization and Basis of Presentation |
DB Commodity Services LLC (the Company), a Delaware limited liability company, was formed on May 23, 2005, and is an indirect wholly owned subsidiary of Deutsche Bank AG and a direct wholly owned subsidiary of DB U.S. Financial Markets Holding Corporation. The Company is registered as a commodity pool operator and commodity trading advisor with the Commodity Futures Trading Commission and is a member of the National Futures Association.
The Company serves as the managing owner, commodity pool operator, and commodity trading advisor to the following funds:
| • | PowerShares DB Commodity Index Tracking Fund (the DBC Feeder Fund) |
| • | DB Commodity Index Tracking Master Fund (the DBC Master Fund) |
| • | PowerShares DB G10 Currency Harvest Fund (the DBV Feeder Fund) |
| • | DB G10 Currency Harvest Master Fund (the DBV Master Fund) |
| • | PowerShares DB Multi Sector Commodity Trust in seven separate series, or Funds: |
| – | PowerShares DB Energy Fund (the DBE Feeder Fund) |
| – | PowerShares DB Oil Fund (the DBO Feeder Fund) |
| – | PowerShares DB Precious Metals Fund (the DBP Feeder Fund) |
| – | PowerShares DB Gold Fund (the DGL Feeder Fund) |
| – | PowerShares DB Silver Fund (the DBS Feeder Fund) |
| – | PowerShares DB Base Metals Fund (the DBB Feeder Fund) |
| – | PowerShares DB Agriculture Fund (the DBA Feeder Fund) |
| • | DB Multi Sector Commodity Master Trust in seven separate series, or Master Funds: |
| – | DB Energy Master Fund (the DBE Master Fund) |
| – | DB Oil Master Fund (the DBO Master Fund) |
| – | DB Precious Metals Master Fund (the DBP Master Fund) |
| – | DB Gold Master Fund (the DGL Master Fund) |
| – | DB Silver Master Fund (the DBS Master Fund) |
| – | DB Base Metals Master Fund (the DBB Master Fund) |
| – | DB Agriculture Master Fund (the DBA Master Fund) |
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DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Notes to Unaudited Financial Statements September 30, 2010
| • | PowerShares DB US Dollar Index Trust in two separate series, or Funds: |
| – | PowerShares DB US Dollar Index Bullish Fund (the UUP Feeder Fund) |
| – | PowerShares DB US Dollar Index Bearish Fund (the UDN Feeder Fund) |
| • | DB US Dollar Index Master Trust in two separate series, or Master Funds: |
| – | DB US Dollar Index Bullish Master Fund (the UUP Master Fund) |
| – | DB US Dollar Index Bearish Master Fund (the UDN Master Fund) |
The above-noted Feeder Funds and Master Funds will be collectively referred to herein as the “DB Exchange Traded Funds,” “Funds,” “Feeder Funds,” or the “Master Funds,” as applicable.
| (2) | Summary of Significant Accounting Policies |
| (a) | Basis of Accounting |
The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles.
| (b) | Use of Estimates |
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income, expenses, and related disclosure of contingent assets and liabilities during the reporting period of the financial statements and accompanying notes. Actual results could differ from those estimates.
| (c) | Due from DB Exchange Traded Funds |
Due from DB Exchange Traded Funds represents outstanding management fees for services provided to the DB Exchange Traded Funds as commodity pool operator, commodity trading advisor and managing owner. The fees are recorded at the invoiced amounts and do not bear interest. Management has determined that there was no risk of unrecoverable amounts, and therefore, no allowance for doubtful accounts was provided for as of September 30, 2010 or December 31, 2009.
| (d) | Investment in DB Exchange Traded Funds |
The Company’s investments in DB Exchange Traded Funds consist of capital contributions in the general shares of the Funds and are accounted for using the equity method. The Company adjusts the carrying amount of the investments to recognize the Company’s share of earnings or losses of the investment. Distributions received from the investments reduce the carrying amount of the respective investments.
| (e) | Income Taxes |
The Company is a limited liability company and did not elect to be taxable as a corporation for U.S. income tax purposes. Accordingly, the Company will not incur U.S. income taxes. No provision for federal, state, and local income taxes has been made in the accompanying financial statements, as its owner member is liable for income taxes, if any, on the Company’s income, loss, and other items, and there is no tax sharing arrangement between the Company and its owner member. Based on the effective tax rate of the Company’s owner member, the Company’s pro rata income tax expense would be approximately $12,200,000 and $5,200,000 for the federal tax, $2,700,000 and $1,200,000 for the New York State tax, and $3,100,000 and $1,300,000 for the New York City tax for the nine months ended September 30, 2010 and 2009, respectively. The following is the major tax jurisdiction for the Company and the earliest tax year subject to examination: United States – 2007.
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DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Notes to Unaudited Financial Statements September 30, 2010
| (f) | Revenue Recognition |
Fees for management services are recognized on an accrual basis when earned. Fees for management services are accrued for each of the Master Funds monthly. No separate fee is received from each of the Feeder Funds.
| (3) | Related-Party Transactions |
| (a) | Management Fees and Due from DB Exchange Traded Funds |
The DBA and DBC Master Funds pay the Company a management fee, monthly in arrears, in an amount equal to 0.85% per annum of their net asset values. Effective January 4, 2010, the Management Fee paid to the Company by the DBA and DBC Master Funds was increased from 0.75% to 0.85% per annum of their net asset values.
The DBO, DBS, DGL, DBB, DBE, DBP, DBV, UDN, and UUP Master Funds pay the Company a management fee, monthly in arrears, in an amount equal to 0.75% per annum of their net asset values. Effective January 4, 2010, the Management Fee paid to the Company by the DBO, DBS, DGL, UDN, and UUP Master Funds was increased from 0.50% to 0.75% per annum of their net asset values.
During the Nine Months Ended September 30, 2010 and 2009, the Company earned management fees of $63,409,616 and $31,273,664, respectively. As of September 30, 2010 and December 31, 2009 Due from DB Exchange Traded Funds were $6,422,088 and $6,686,890, respectively
| Nine Months Ended Sept 30, 2010 Management Fees | Nine Months Ended Sept 30, 2009 Management Fees | Due from DB Exchange Traded Funds as of Sept 30, 2010 | Due from DB Exchange Traded Funds as of Dec 31, 2009 | |||||||||||||
DBA Master Fund | $ | 13,909,834 | $ | 10,358,599 | $ | 1,431,246 | $ | 1,569,426 | ||||||||
DBB Master Fund | 2,434,743 | 1,185,526 | 220,399 | 371,746 | ||||||||||||
DBC Master Fund | 28,254,875 | 13,071,788 | 2,978,875 | 2,685,592 | ||||||||||||
DBE Master Fund | 1,800,140 | 823,167 | 146,540 | 214,483 | ||||||||||||
DBO Master Fund | 2,393,031 | 749,870 | 338,432 | 142,660 | ||||||||||||
DBP Master Fund | 1,513,158 | 736,182 | 183,167 | 166,549 | ||||||||||||
DBS Master Fund | 422,587 | 250,929 | 51,102 | 52,553 | ||||||||||||
DGL Master Fund | 1,062,402 | 430,966 | 153,910 | 79,290 | ||||||||||||
DBV Master Fund | 2,202,522 | 1,705,054 | 222,972 | 266,329 | ||||||||||||
UDN Master Fund | 1,099,293 | 915,752 | 97,002 | 155,745 | ||||||||||||
UUP Master Fund | 8,317,031 | 1,045,831 | 598,443 | 982,517 | ||||||||||||
| $ | 63,409,616 | $ | 31,273,664 | $ | 6,422,088 | $ | 6,686,890 | |||||||||
| (b) | Organization and Offering Costs |
The Company assumes all organization and offering costs of the Funds and Master Funds. Expenses incurred with the continuous offering of limited shares will also be paid by the Company.
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DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Notes to Unaudited Financial Statements September 30, 2010
| (c) | Administration Expenses |
The Company assumes all routine operational, administrative and other ordinary expenses of the Funds and Master Funds, including, but not limited to, computer services, the fees and expenses of the Trustee, legal and accounting fees and expenses, audit and tax preparation expenses, filing fees and printing, mailing and duplication costs. Accordingly, such expenses are recorded in the statement of income and expenses of the Company. Please refer to note 7 for further details on service agreements.
| (d) | Service Agreement |
The Company, in its capacity as the managing owner and on behalf of the Funds, entered into a service agreement with Deutsche Bank AG for services including, but not limited to, trading, accounting, legal, human resources, and other. The costs of these services are assumed by Deutsche Bank AG with no cost allocation to the Company or the Funds.
| (e) | Due from Affiliate, Net |
Deutsche Bank AG New York Branch provides the Company with a cash facility to cover its operational expenses and to deposit management fees received from the DB Exchange Traded Funds. This cash management program is noninterest-bearing and there is no expiration date. As of September 30, 2010 and December 31, 2009, the Company had a net receivable from affiliate of $84,312,885 and $42,209,136, respectively.
| (4) | Investments in DB Exchange Traded Funds |
Investments in DB Exchange Traded Funds as of September 30, 2010 and December 31, 2009 amount to $26,096 and $25,654, respectively. The Company’s ownership in each of the DB Exchange Traded Funds represents less than 1.0% of the Funds’ equity.
| (5) | Accrued Expenses |
Accrued expenses as of September 30, 2010 and December 31, 2009 consist of the following:
| 2010 | 2009 | |||||||
Audit Fees & Tax Services | $ | 3,572,011 | $ | 4,224,921 | ||||
Distribution Fees | 2,233,061 | 2,448,232 | ||||||
Administrator & Trustee Fees | 643,805 | 770,030 | ||||||
Legal Fees | 1,081,400 | 857,596 | ||||||
Printing Services | 10,118 | 162,599 | ||||||
Other | 518,318 | 150,870 | ||||||
| $ | 8,058,713 | $ | 8,614,248 | |||||
| (6) | Prepaid Expenses |
There were no prepaid expenses as of September 30, 2010. Prepaid expenses as of December 31, 2009 consisted of prepaid filing fees associated with the DB Exchange Traded Funds’ registration statements filed on January 4, 2010.
| (7) | Service Agreements |
| (a) | Trust Agreement |
Under the Trust Agreement of the Funds, Wilmington Trust Company (the Trustee of the Funds) has delegated to the Company the exclusive management and control of all aspects of the business of the Funds. Trustee fees are paid on behalf of the Funds by the Company.
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DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Notes to Unaudited Financial Statements September 30, 2010
| (b) | Administration Agreement |
The Company, in its capacity as the managing owner and on behalf of each of the Funds and Master Funds, has appointed The Bank of New York Mellon as the administrator (the Administrator), custodian and transfer agent of the Funds and has entered into separate administrative, custodian, transfer agency and service agreements (collectively referred to as the Administration Agreement). The Administrator performs or supervises the performance of services necessary for the operation and administration of each of the Funds (other than making investment decisions), including receiving and processing orders to create and redeem shares of the Funds, net asset value calculations, accounting, and other fund administrative services. The Administrator’s monthly fees are paid on behalf of the Funds by the Company.
| (c) | Distribution Services Agreement |
ALPS Distributors, Inc. (the Distributor) provides certain distribution services to the Funds. Pursuant to the Distribution Services Agreement between the Company in its capacity as managing owner of the Funds and the Distributor, the Distributor assists the Company and the Administrator with certain functions and duties relating to distribution and marketing including reviewing and approving marketing materials. Distribution fees are paid on behalf of the Funds by the Company.
| (d) | License Agreement |
Under the License Agreement among Invesco PowerShares Capital Management LLC (the Licensor), and the Company in its own capacity, and in its capacity as the managing owner and on behalf of the Funds, the Licensor granted to the Funds a nonexclusive license to use the PowerShares® trademark (the Trademark) anywhere in the world, solely in connection with the marketing and promotion of the Funds and to use or refer to the Trademark in connection with the issuance and trading of the Funds’ shares as necessary. License fees are paid on behalf of the Funds by the Company.
| (e) | Marketing Agreement |
Pursuant to a marketing agreement between Invesco AIM Distributors, Inc. an affiliate of the Licensor and the Company in its capacity as the managing owner and on behalf of the Funds, Invesco AIM Distributors, Inc. assists the Company and the Administrator with certain functions and duties such as providing various educational and marketing activities regarding each of the Funds, primarily in the secondary trading market. Activities include, but are not limited to, communicating each of the Funds’ names, characteristics, uses, benefits, and risks, consistent with the prospectus, engagement in public seminars, road shows, conferences, media interviews, fielding incoming telephone “800” number calls, and distributing sales literature and other communications (including electronic media) regarding each of the Funds. Invesco AIM Distributors, Inc. will not open customer accounts or handle orders for the Fund. Marketing fees are paid on behalf of the Funds by the Company.
| (8) | Commitments and Contingencies |
The Company has entered into various service agreements on behalf of the Funds that contain a variety of representations, or provide indemnification provisions related to certain risks service providers undertake in performing services that are in the best interests of the Funds. While the Company’s exposure under such indemnification provisions cannot be estimated until a claim arises, these general business indemnifications are not expected to have a material impact on the Company’s financial position.
| (9) | Business and Credit Concentration |
The Company’s business is to serve as the managing owner, commodity pool operator, and commodity trading advisor to the DB Exchange Traded Funds. The basis for the management fee calculation are the Funds’ net asset values. Accordingly, factors that may have the effect of causing a decline in the Funds’ net asset values will affect the Company’s income from management fees.
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DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Notes to Unaudited Financial Statements September 30, 2010
| (10) | Subsequent Events |
The Company evaluated the need for disclosures and/or adjustments resulting from subsequent events through November 8, 2010, the date the financial statements were available to be issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments to the Company’s financial statements and footnotes to the financial statements.
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