S-1 1 d239420ds1.htm FORM S-1 FOR UNITED STATES ASIAN COMMODITY BASKET FUND Form S-1 for United States Asian Commodity Basket Fund
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As filed with the Securities and Exchange Commission on October 6, 2011

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

UNITED STATES COMMODITY FUNDS TRUST I

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware    

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

United States Commodity Funds LLC

1320 Harbor Bay Parkway, Suite 145

Alameda, California 94502

510.522.9600

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Nicholas D. Gerber

1320 Harbor Bay Parkway, Suite 145

Alameda, California 94502

510.522.9600

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

W. Thomas Conner, Esq.

Sutherland Asbill & Brennan LLP

1275 Pennsylvania Avenue, N.W.

Washington, DC 20004-2415

202.383.0100

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of

Securities to Be Registered

 

Amount

to Be

Registered

 

Proposed

Maximum

Offering Price

Per Unit

 

Proposed

Maximum
Aggregate

Offering Price(1)

  Amount of
Registration Fee

Units of United States Asian Commodity Basket Fund

  1,000   $25.00   $25,000   $2.90

 

 

 

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act of 1933.

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 the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS

United States Asian Commodity Basket Fund

1,000 Units

The United States Commodity Funds Trust I (the “Trust”) is a Delaware statutory trust formed on September 8, 2011 that is currently organized into multiple series (each series, a “Fund” and collectively, the “Funds”). The United States Asian Commodities Basket Fund (“USABF”) is a series of the Trust and is a commodity pool that issues common units representing fractional undivided beneficial interests in USABF (“Units”) traded on the NYSE Arca, Inc. (the “NYSE Arca”). The United States Asian Commodity Basket Fund is referred to as “USABF” throughout this prospectus. This is a best efforts offering. USABF intends to continuously offer creation baskets consisting of 100,000 Units (“Creation Baskets”) to “Authorized Purchasers” through ALPS Distributors, Inc., which is the “Marketing Agent” for the Units of USABF. Authorized Purchasers will pay a transaction fee of $1,000 for each order placed for one or more Creation Baskets. An Authorized Purchaser, in turn, may offer to the public Units of any baskets it creates. Merrill Lynch Professional Clearing Corp. is expected to be the initial Authorized Purchaser for USABF. USABF’s Units will trade on the NYSE Arca under the symbol “USABF” and may trade in the secondary market at prices that are lower or higher than their net asset value per Unit. The prices of Units offered by Authorized Purchasers are expected to fall between USABF’s net asset value and the trading price of its Units on the NYSE Arca at the time of sale. The difference between the price paid by Authorized Purchasers as underwriters and the price paid to such Authorized Purchasers by investors will be deemed underwriting compensation.

USABF is not a mutual fund registered under the Investment Company Act of 1940 and is not subject to regulation under such Act.

Some of the risks investing in USABF include:

 

   

Investing in Asian commodity interests subjects USABF to the risks of the Asian commodities markets and industries unique to Asia, which could result in fluctuations in the price of USABF’s Units.

 

   

If certain correlations do not exist, then investors may not be able to use USABF as a cost-effective way to invest indirectly in the Asian commodities markets or as a hedge against the risk of loss in Asian commodities-related transactions.

 

   

USABF does not make cash distributions.

 

   

USABF and its sponsor may have conflicts of interests, which permit them to favor their own interests to your detriment.

Investing in USABF involves significant risks. See “What are the Risk Factors Involved with an Investment in USABF?” beginning on page 10.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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.

This prospectus is in two parts: a disclosure document and a statement of additional information. These parts are bound together, and both contain important information.

 

     Per Unit      Per Basket  

Price of the Units in the first basket sold*

   $ 25.00       $ 2,500,000   

The date of this prospectus is XXXX.


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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 BEGINNING ON PAGE 64 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 6.

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, BEGINNING ON PAGE 10.

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.


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UNITED STATES ASIAN COMMODITY BASKET FUND

TABLE OF CONTENTS

 

Statement Regarding Forward-Looking Statements

     iii   

Prospectus Summary

     1   

Overview of the Trust and USABF

     1   

USABF’s Investments in Asian Commodity Interests

     4   

Principal Investment Risks of an Investment in USABF

     4   

Principal Offices of USABF and the Sponsor

     5   

Financial Condition of USABF

     5   

Defined Terms

     5   

Breakeven Analysis

     6   

The Offering

     7   

What are the Risk Factors Involved with an Investment in USABF

     10   

Risks Associated with Investing Directly or Indirectly in Asian Commodities Interests

     10   

USABF’s Operating Risks

     16   

Risk of Leverage and Volatility

     23   

Over-the-Counter Contract Risk

     23   

Risk of Trading in International Markets

     24   

Tax Risk

     25   

The Offering

     26   

What is USABF?

     26   

Who is the Sponsor?

     27   

Contribution to USABF

     31   

Executive Compensation and Fees to the Sponsor

     31   

Director Compensation

     31   

Prior Performance of the Sponsor and Affiliates

     32   

Other Related Commodity Trading and Investment Management Experience

     43   

Who is the Trustee?

     44   

How Does USABF Operate?

     44   

What is USABF’s Investment Strategy?

     46   

What are the Major Asian Economies?

     47   

What are the Asian Benchmark Commodities?

     49   

What are the Benchmark Futures Contracts?

     50   

Changes to the Asian Benchmark Commodities

     51   

Changes to the Benchmark Futures Contracts

     51   

Historical Spot Returns for a Commodity Versus the Returns from a Commodity Future

     54   

Why does USABF Purchase and Sell Futures Contracts?

     56   

What are Futures Contracts?

     56   

What are Over-the-Counter Derivatives?

     60   

USABF’s Investments in Treasuries, Cash and Cash Equivalents

     61   

What are the Trading Policies of USABF

     61   

Who are the Service Providers?

     62   

Fees to be Paid by USABF

     64   

Form of Units

     65   

Transfer of Units

     65   

Inter-Series Limitation on Liability

     66   

Recognition of the Trust in Certain States

     66   

What is the Plan of Distribution?

     66   

What is the Flow of Units?

     68   

Calculating NAV

     69   

Creation and Redemption of Units

     70   

Secondary Market Transations

     73   

Use of Proceeds

     74   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     75   

Trust Agreement

     78   

The Sponsor Has Conflicts of Interest

     83   

Security Ownership of Certain Beneficial Owners and Management

     84   

Interests of Named Experts and Counsel

     84   

Provisions of Federal and State Securities Law

     84   

 

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Books and Records

   84

Statements, Filings and Reports to Unitholders

   85

Fiscal Year

   85

Governing Law; Consent to Delaware Jurisdiction

   85

Legal Matters

   85

Experts

   86

Privacy Policy

   86

U.S. Federal Income Tax Considerations

   86

Investment by ERISA Accounts

   96

Information You Should Know

   98

Where You Can Find More Information

   99

Index to Financial Statements

   F-1

Appendix A

   APP -1

Glossary of Defined Terms

   APP -1

Appendix B

   APP -4

Trust Agreement

   APP -4

Statement of Additional Information

   SAI-1

The Commodity Interest Markets

   SAI-3

Until [     , 2010] (25 days after the date of this prospectus), all dealers effecting transactions in the offered units, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

 

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STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes “forward-looking statements” which generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this prospectus that address activities, events or developments that will or may occur in the future, including such matters as movements in the commodities markets and indexes that track such movements, USABF’s operations, the Sponsor’s plans and references to USABF’s future success and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this prospectus, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. See “What Are the Risk Factors Involved with an Investment in USABF?” Consequently, all the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, USABF’s operations or the value of its Units.

 

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PROSPECTUS SUMMARY

This is only a summary of the prospectus and, while it contains material information about USABF and its Units, it does not contain or summarize all of the information about USABF and the Units contained in this prospectus that is material and/or which may be important to you. You should read this entire prospectus, including “What are the Risk Factors Involved with an Investment in USABF?” beginning on page 10, before making an investment decision about the Units.

Overview of the Trust and USABF

The United States Commodity Funds Trust I (the “Trust”) is a Delaware statutory trust formed on September 8, 2011 that is currently organized into multiple series (each series, a “Fund” and collectively, the “Funds”), each of which intends to issue common units in such Fund. The United States Asian Commodities Basket Fund (“USABF” or “Us” or “We”), is a series of the Trust and is a commodity pool that will issue units representing fractional undivided beneficial interests in USABF (“Units”) traded on the NYSE Arca, Inc. (the “NYSE Arca”). Additional series of the Trust that will be separate commodity pools may be created in the future. The Trust and the Funds operate pursuant to the Declaration of Trust and Trust Agreement (the “Trust Agreement”), dated September 8, 2011. Wilmington Trust National Association, a national banking association, is the Delaware trustee of the Trust. The Funds and the Trust are managed and controlled by United States Commodity Funds LLC (the “Sponsor” or “USCF”). The Sponsor is a limited liability company formed in Delaware on May 10, 2005, that is registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).

USABF intends to continuously offer baskets consisting of 100,000 Units (“Creation Baskets”) to “Authorized Purchasers” through ALPS Distributors, Inc., which is the “Marketing Agent” for the Units of the Funds. An Authorized Purchaser, in turn, may offer to the public Units of any Creation Baskets. The Units of each of the Funds are expected to trade on the NYSE Arca at prices that may be lower or higher than the net asset value (“NAV”) per Unit. USABF’s Units are expected to trade on the NYSE Arca under the ticker symbol “USABF.”

The net assets of USABF will consist primarily of investments in futures contracts for Asian commodities that are traded on the CME, CBOT, NYMEX, COMEX, ICE Futures US, ICE Futures Canada, ICE Futures Europe, LME, TOCOM, Dubai Mercantile Exchange, and Bursa Malaysia (collectively, “Futures Contracts”) and other Asian commodities-related investments such as cash-settled options on Futures Contracts, forward contracts for Asian commodities, cleared swap contracts, and over-the-counter transactions that are based on the price of Asian commodities, Futures Contracts and indices based on the foregoing (collectively, “Other Asian Commodities-Related Investments”). For convenience and unless otherwise specified, Futures Contracts and Other Asian Commodities-Related Investments collectively are referred to as “Asian Commodities Interests” in this prospectus. The Sponsor is authorized by USABF in its sole judgment to employ, establish the terms of employment for, and terminate commodity trading advisors or futures commission merchants.

USABF will invest in Asian Commodities Interests, to the fullest extent possible, without being leveraged or unable to satisfy its current or potential margin and/or collateral obligations with respect to its investments in Futures Contracts and Other Asian Commodities-Related Investments. The primary focus of the Sponsor will be the investment in Futures Contracts and the management of USABF’s investments in short-term obligations of the United States of two years or less (“Treasuries”), cash and cash equivalents for margining purposes and as collateral.

 

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The investment objective of USABF (before fees and expenses) is to have the daily changes in percentage terms of its NAV reflect the daily changes in percentage terms of the price of a basket of commodities (the “Asian Benchmark Commodities”), as measured by the daily changes in the price of the designated futures contract that track each of these commodities (the “Benchmark Futures Contracts”). The Asian Benchmark Commodities have been selected by United States Commodity Funds LLC, the sponsor of USABF (the “Sponsor”) based on either their systemic importance to Asian economies, including the three major Asian economies of China, Japan, and India, or the fact that the commodity or commodities trade on an Asian domiciled futures exchange. Such commodity futures contracts may trade on regulated exchanges located in the United States, Canada, the United Kingdom, Dubai, or those domiciled in Asian countries. It is not the intent of USABF to be operated in a fashion such that its NAV will equal, in dollar terms, the spot price of any particular commodity or any particular futures contract based on any of the Asian Benchmark Commodities. It is not the intent of USABF to be operated in a fashion such that its NAV will reflect the percentage change of the price of the basket as measured over a time period greater than one day. The Sponsor does not believe that is an achievable goal due to the potential impact of backwardation and contango on returns of a portfolio of futures contracts. USABF may invest in interests other than the Benchmark Futures Contracts, if needed, to comply with accountability levels and position limits if imposed. For a detailed discussion of accountability levels and position limits, see “What are Futures Contracts?”

The Asian Benchmark Commodities are selected by the Sponsor. In determining which commodities will be included in the basket, the Sponsor takes into account the percentage of global production of that commodity that occurs in Asian countries, the percentage of global consumption that occurs in Asian countries, the tendency of the Asian economies to be either net importers or net exporters of a particular commodity, as well as the size and liquidity of the regulated futures markets based on such commodities. Each commodity is assigned a base weight based on the Sponsor’s assessment of market liquidity and the commodity’s overall economic importance to Asian countries including the three major Asian economies of China, Japan, and India. The end result is a basket that the Sponsor believes will be generally reflected of Asian demand for physical commodities and which the Sponsor believes can be efficiently accessed by investing in regulated futures contracts.

As much of the selection process is based by a review of recent and historical trends of commodity production, consumption, and trading in the futures markets, there can be no assurance that the commodities selected for inclusion as Asian Benchmark Commodities will be reflective of future Asian demand or future trading liquidity.

As a specific benchmark, the Sponsor endeavors to place USABF’s trades in Asian Commodities Interests and otherwise manage USABF’s investments so that “A” will be within plus/minus 10 percent of “B”, where:

 

   

A is the average daily percentage change in USABF’s NAV for any period of 30 successive valuation days, i.e., any NYSE Arca trading day as of which USABF calculates its NAV; and

 

   

B is the average daily percentage change in the Benchmark Futures Contracts over the same period.

The Sponsor believes that market arbitrage opportunities will cause daily changes in USABF’s Unit price on the NYSE Arca to closely track daily changes in USABF’s NAV per Unit. The Sponsor believes that the net effect of this expected relationship and the expected relationship described above between USABF’s NAV and the Benchmark Futures Contracts will be that the daily changes in the price of USABF’s Units on the NYSE Arca will closely track in percentage terms, changes in the Benchmark Futures Contracts, less USABF’s expenses.

The Sponsor will employ a “neutral” investment strategy intended to track the changes in the price of the Benchmark Futures Contract regardless of whether the price goes up or goes down. USABF’s “neutral” investment strategy is designed to permit investors generally to purchase and sell USABF’s Units for the purpose of trading indirectly in Asian commodities in a cost-effective manner, and/or to permit participants in the Asian commodities or other industries to hedge the risk of losses in their Asian commodities-related transactions. Accordingly, depending on the investment objective of an individual investor, the risks generally associated with investing in Asian commodities and/or the risks involved in hedging may exist. In addition, an investment in USABF involves the risk that the changes in the price of USABF’s units will not accurately track the changes in the price of the Benchmark Futures Contracts. For example, USABF also invests in Treasuries and holds cash and cash equivalents to be used to meet its current or potential margin or

 

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collateral requirements with respect to its investments in Futures Contracts and Other Asian Commodities-Related Investments. USABF does not expect there to be any meaningful correlation between the performance of USABF’s investments in Treasuries/cash/cash equivalents and the changes in the price of Asian commodities. USABF’s investment objective is to track the daily changes in the Benchmark Futures Contracts, not to have the market price of its Units match, dollar for dollar, changes in the spot price of any commodity or a basket of commodities. Contango and backwardation may impact the total return on an investment in USABF’s Units relative to a hypothetical direct investment in Asian commodities. See “What are the Risk Factors Involved with an Investment in USABF?”

Each month, the Benchmark Futures Contracts will change starting at the end of the day on the date two weeks prior to expiration of the near month contract for that month. During the first three days of the period, the applicable value of the Benchmark Futures Contracts will be based on a combination of the near month contract and the next month contract as follows: (1) day 1 will consist of 75% of the then near month contract’s total return for the day, plus 25% of the total return for the day of the next month contract, (2) day 2 will consist of 50% of the then near month contract’s total return for the day, plus 50% of the total return for the day of the next month contract, and (3) day 3 will consist of 25% of the then near month contract’s total return for the day, plus 75% of the total return for the day of the next month contract. On day 4, the Benchmark Futures Contracts will be the next month contract to expire at that time and that contract will remain the Benchmark Futures Contract until the beginning of the following month’s change in the Benchmark Futures Contract over a four-day period.

On each day during the four-day period, the Sponsor anticipates it will “roll” USABF’s positions in Asian Commodities Interests by closing, or buying, a percentage of USABF’s positions in Asian Commodities Interests and reinvesting the proceeds from closing those positions in new Asian commodities interests that reflect the change in the Benchmark Futures Contracts.

USABF creates Units only in Creation Baskets and redeems Units only in blocks of 100,000 Units called “Redemption Baskets.” Only Authorized Purchasers may purchase or redeem Creation Baskets or Redemption Baskets, respectively. An Authorized Purchaser is under no obligation to create or redeem baskets, and an Authorized Purchaser is under no obligation to offer to the public Units of any baskets it does create. Baskets are generally created when there is a demand for Units, including, but not limited to, when the market price per Unit is at a premium to the NAV per Unit. Authorized Purchasers will then sell such Units, which will be listed on the NYSE Arca, to the public at per Unit offering prices that are expected to reflect, among other factors, the trading price of the Units on the NYSE Arca, the NAV of USABF at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Units to the public, the supply of and demand for Units at the time of sale, and the liquidity of the Futures Contracts market and the market for Other Asian Commodities-Related Investments. The prices of Units offered by Authorized Purchasers are expected to fall between USABF’s NAV and the trading price of the Units on the NYSE Arca at the time of sale. Similarly, baskets are generally redeemed when the market price per Unit is at a discount to the NAV per Unit. Retail investors seeking to purchase or sell Units on any day will effect such transactions in the secondary market, on the NYSE Arca, at the market price per Unit, rather than in connection with the creation or redemption of baskets.

There is no specified limit on the maximum amount of Creation Baskets that can be sold. At some point, position limits on Futures Contracts or Other Asian Commodities-Related Investments may practically limit the number of Creation Baskets that will be sold if the Sponsor determines that the other investment alternatives available to USABF at that time will not enable it to meet its stated investment objective.

Other than to address monthly changes in the Benchmark Futures Contracts, in managing USABF’s assets, the Sponsor does not use a technical trading system that automatically issues buy and sell orders. Instead, each time one or more baskets are purchased or redeemed, the Sponsor will sell or purchase Asian Commodities Interests with an aggregate market value that approximates the amount of Treasuries and/or cash received or paid upon the purchase or redemption of the basket(s).

 

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Note to Secondary Market Investors: The Units can be directly purchased from or redeemed by USABF only in Creation Baskets or Redemption Baskets, respectively, and only by Authorized Purchasers. Each Creation Basket and Redemption Basket consists of 100,000 Units and is expected to be worth millions of dollars. Individual investors, therefore, will not be able to directly purchase Units from or redeem Units with USABF. Some of the information contained in this prospectus, including information about buying and redeeming Units directly from and to USABF is only relevant to Authorized Purchasers. Units are listed and traded on the NYSE Arca under the ticker symbol “USABF” and may be purchased and sold as individual Units. Individuals interested in purchasing Units in the secondary market should contact their broker. Units purchased or sold through a broker may be subject to commissions.

Except when aggregated in Redemption Baskets, Units are not redeemable securities. There is no guarantee that Units will trade at or near the per-Unit NAV.

USABF’s Investments in Asian Commodities Interests

A description of the principal types of Asian Commodities Interests in which USABF may invest – futures contracts, forward contracts, over-the-counter contracts, cleared swap contracts and options on futures contracts or a commodity on the spot market, may be found under the heading “The Commodity Interest Markets.”

Principal Investment Risks of an Investment in USABF

An investment in USABF involves a degree of risk. Some of the risks you may face are summarized below. A more extensive discussion of these risks appears beginning on page 10.

 

   

Unlike mutual funds, commodity pools or other investment pools that manage their investments in an attempt to realize income and gains and distribute such income to their investors, USABF generally will not distribute dividends to Unitholders. You should not invest in USABF if you need cash distributions from USABF to pay taxes on your share of income and gains of USABF, if any, or for any other reason.

 

   

The Sponsor endeavors to manage USABF’s positions in Asian Commodities Interests so that USABF’s assets are, unlike those of other commodity pools, not leveraged (i.e., so the aggregate value of USABF’s unrealized losses from its investments in such Asian Commodities Interests at any time will not exceed the value of USABF’s assets). There is no assurance that the Sponsor will successfully implement this investment strategy. If the Sponsor permits USABF to become leveraged, you could lose all or substantially all of your investment if USABF’s trading positions suddenly turn unprofitable.

 

   

USABF will invest primarily in Asian Commodity Interests that are traded or sold outside the United States. As such, a portion of USABF’s trades will take place in markets and on exchanges outside of the United States. Some non-U.S. markets present risks because they are not subject to the same degree of regulation as their U.S. counterparts. In some of these non-U.S. markets, the performance on a contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation and therefore exposes USABF to credit risk. Trading in non-U.S. markets may also leave USABF susceptible to fluctuations in the value of the local currency against the U.S. dollar.

 

   

USABF generally will not distribute dividends to Unitholders. You should not invest in USABF if you will need cash distributions from USABF to pay taxes on your share of income and gains of USABF, if any, or for any other reason.

 

   

Investors may choose to use USABF as a means of investing indirectly in Asian commodities, and there are risks involved in such investments. The risks and hazards that are inherent in Asian commodities production or consumption may cause the price of Asian Commodities to fluctuate widely.

 

   

Investors may choose to use USABF as a means of investing indirectly in Asian commodities, and there is the risk that the daily changes in the price of USABF’s Units on the NYSE Arca will not closely track the daily changes in the spot price of the Asian commodities futures contracts comprising the Benchmark Futures Contracts. This could happen if the price of Units traded on the NYSE Arca does not correlate closely with USABF’s NAV. This is a risk because if these correlations are not sufficiently close, then investors may not be able to use USABF as a cost-effective way to invest indirectly in Asian commodities or as a hedge against the risk of loss in Asian Commodities-Related transactions.

 

   

USABF may invest in Other Asian Commodities-Related Investments. To the extent that these Other Asian Commodities-Related Investments are contracts individually negotiated between their parties, they may not be as liquid as Futures Contracts and will expose USABF to credit risk that its counterparty may not be able to satisfy its obligations to USABF.

 

   

USABF has not commenced operations so there is no performance history to serve as a basis for you to evaluate an investment in USABF.

 

   

You will have no rights to participate in the management of USABF and will have to rely on the duties and judgment of the Sponsor to manage USABF.

 

   

USABF pays fees and expenses that are incurred regardless of whether it is profitable.

 

   

The structure and operation of USABF may involve conflicts of interest.

For additional risks, see “What are the Risk Factors Involved with an Investment in USABF?

 

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Principal Offices of USABF and the Sponsor

The principal office of the Trust and USABF is located at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. The Sponsor’s principal office is also located at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. The telephone number for each of the Trust, USABF and the Sponsor is (510) 522-9600.

Financial Condition of USABF

USABF will not calculate its NAV prior to the effective date. The initial NAV will be calculated shortly after close of the core trading session on the NYSE Arca.

Defined Terms

For a glossary of defined terms, see Appendix A.

 

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Breakeven Analysis

The breakeven analysis below indicates the approximate dollar returns and percentage required for the redemption value of a hypothetical initial investment in a single Unit to equal the amount invested twelve months after the investment was made. For purposes of this breakeven analysis, we have assumed an initial selling price of $25.00 per Unit, which equals the NAV of the Units sold in the initial Creation Basket. This breakeven analysis refers to the redemption of baskets by Authorized Purchasers and is not related to any gains an individual investor would have to achieve in order to break even. The breakeven analysis is an approximation only.

 

Assumed initial selling price per unit

   $ 25.00   

Management Fee (0.90%)1

   $ 0.23   

Creation Basket Fee2

   $ (0.01

Estimated Brokerage Fee (0.10%)3

   $ 0.03   

Interest Income (0.02%)4

   $ (0.01

Independent Directors and Officers’ Fees5

   $ 0.01   

Fees and expenses associated with tax accounting and reporting6

   $ 0.08   

Amount of trading income (loss) required for the redemption value at the end of one year to equal the initial selling price of the unit

   $ 0.33   

Percentage of initial selling price per unit

     1.32

 

1 

USABF is contractually obligated to pay the Sponsor a management fee based on the daily net assets and paid monthly of 0.90% per annum on average net assets.

2 

Authorized Purchasers are required to pay a Creation or Redemption Basket fee of $1,000 for each order they place to create or redeem one or more baskets. An order must be at least one basket, which are100,000 Units. This breakeven analysis assumes a hypothetical investment in a single unit so the Creation Basket fee is $0.01 ($1,000/100,000).

3 

Assuming that the price of a Unit is $25.00, USABF would receive $2,500,000 upon the sale of a Creation Basket (100,000 Units multiplied by $25.00). Assuming that this entire amount is invested in the Benchmark Futures Contracts and that there is no change in the settlement price of such contracts, USABF would be required to purchase approximately 45 Benchmark Futures Contracts to support the Creation Basket ($2,500,000 times the weight of each commodity, divided by the value of each Benchmark Futures Contracts as of August 31, 2011. As each commodity’s futures contracts would need to be rolled forward as it approaches expiration, there would be a total of 134 purchases and 134 sales of futures contracts during the year for a grand total of 268 transactions. Assuming further that futures commissions merchants charge $4.00 per Benchmark Futures Contract for each purchase or sale, the annual futures commission merchant charge for USABF would be approximately $2,552 (268 total Benchmark Futures Contract transactions multiplied by $4.00). As a percentage of the total investment of $2,500,000, this annual commission expense would be approximately 0.10%.

4 

USABF earns interest on funds it deposits with the futures commission merchant and the custodian and it estimates that the interest rate will be 0.01% based on the current interest rate on three-month Treasury Bills as of August 30, 2011. The actual rate may vary.

5 

Independent Directors and Officers’ Fees are paid by USABF. The foregoing assumes that the assets of USABF will be aggregated with those of the Related Public Funds for purposes of paying Independent Directors and Officers’ Fees. The aggregate fees paid to Directors and Officers for 2011 is estimated to be $320,000 and assumes USABF has $30 million in assets.

6 

The fees and expenses associated with tax accounting and reporting are paid by USABF. For purposes of this breakeven analysis, the fees and expenses associated with tax accounting and reporting are estimated to be $100,000 and assumes USABF has $30 million in assets.

 

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THE OFFERING

Offering:

USABF is offering Creation Baskets consisting of 100,000 Units through ALPS Distributors, Inc. (“Marketing Agent”) as marketing agent to Authorized Purchasers. Authorized Purchasers may purchase Creation Baskets consisting of 100,000 Units at USABF’s NAV. This is a continuous offering under Rule 415 of the 1933 Act and is not expected to terminate until all the registered Units have been sold or three years from the date of the prospectus, whichever is earlier, although the offering may be temporarily suspended during such period when suitable investments in USABF are not available or practicable. It is anticipated that when all registered Units have been sold pursuant to this registration statement, additional Units will be registered in subsequent registration statements.

It is expected that on or about the effective date, the initial Authorized Purchaser will purchase one or more initial Creation Baskets of USABF at a per Unit price which is expected to initially be $25.00.

In order to satisfy NYSE Arca listing standards that at least 100,000 Units of USABF be outstanding, the Sponsor may purchase one of such Creation Baskets of USABF from the initial Authorized Purchaser at the initial offering price of such Units and hold it for an indefinite period of time. The Sponsor has agreed not to resell the Units comprising each such basket except that it may require the initial Authorized Purchaser to repurchase all of these Units at a per Unit price equal to USABF’s per Unit NAV, as the case may be, within 5 days following written notice from the Sponsor, subject to the conditions that (i) on the date of repurchase, the initial Authorized Purchaser must immediately redeem these Units in accordance with the terms of the Authorized Purchaser Agreement and (ii) immediately following such redemption at least 100,000 Units of USABF remain outstanding.

Use of Proceeds:

The Sponsor will apply substantially all of USABF’s assets toward trading in Asian Commodities Interests, and investing in Treasuries, cash and/or cash equivalents. The Sponsor will deposit a portion of USABF’s net assets with the futures commission merchant, UBS USA, LLC (“UBS”), or other custodians to be used to meet its current or potential margin or collateral requirements in connection with its investment in Asian Commodities Interests. Only Treasuries, cash and/or cash equivalents will be used to satisfy these requirements. The Sponsor believes that all entities that will hold or trade USABF’s assets will be in the United States and will be subject to United States regulations. The Sponsor believes that approximately 5% to 20% of USABF’s assets will normally be committed as margin for Futures Contracts and collateral for Other Asian Commodities-Related Investments. However, from time to time, the percentage of assets committed as margin/collateral may be substantially more, or less, than such range. The remaining portion of USABF’s assets will be held in Treasuries, cash and/or cash equivalents by the Custodian. All interest income earned on these investments is retained for USABF’s benefit.

NYSE Arca Symbol:

“USABF”

Creation and Redemption:

Currently, Authorized Purchasers pay a $1,000 fee for each order to create or redeem one or more Creation Baskets or Redemption Baskets. 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 relating to this prospectus is the total NAV of USABF calculated shortly after the close of the core trading session of the NYSE Arca on that day divided by the number of issued and outstanding Units. The Sponsor shall notify Depository Trust Company (“DTC”) of any change in the transaction fee and will not implement any increase in the fee for the creation or redemption of baskets until 30 days after the date of notice.

 

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Registration, Clearance and Settlement:

Individual certificates will not be issued for the Units. Instead, Units will be represented by one or more global certificates, which will be deposited by the Custodian with the DTC and registered in the name of Cede & Co., as nominee for DTC.

The administrator, Brown Brothers Harriman & Co. (“BBH&Co.” or the “Administrator”), has been appointed registrar and transfer agent for the purpose of registering and transferring Units.The Sponsor will recognize transfer of Units only if such transfer is done in accordance with the Trust Agreement, including the delivery of a transfer application.

Net Asset Value:

The NAV will be calculated by taking the current market value of USABF’s total assets and subtracting any liabilities. Under USABF’s current operational procedures, the Administrator calculates the NAV once each NYSE Arca trading day. The NAV for a particular trading day is released after 4:00 p.m. New York time. NYSE Arca will calculate an approximate NAV every 15 seconds throughout each day that USABF’s Units are traded on the NYSE Arca for as long as the main pricing mechanisms are open for the Futures Exchanges upon which a particular Benchmark Futures Contract is traded.

Fund Expenses:

USABF pays the Sponsor a management fee at an annual rate of 0.90% on its average net assets, paid on a monthly basis. USABF is also responsible for other ongoing fees, costs and expenses of its operations, including:

 

   

brokerage and other fees and commissions incurred in connection with the trading activities of USABF;

 

   

expenses incurred in connection with registering additional Units of USABF or offering Units of USABF after the time any Units of USABF have begun trading on the NYSE Arca;

 

   

the routine expenses associated with distribution, including printing and mailing, of any monthly, annual and other reports to Unitholders required by applicable U.S. federal and state regulatory authorities;

 

   

fees and expenses associated with compensation to the independent directors of the Sponsor;

 

   

payment for routine services of the Trustee, legal counsel and independent accountants;

 

   

payment for fees associated with tax accounting and reporting, routine accounting, bookkeeping, whether performed by an outside service provider or by affiliates of the Sponsor;

 

   

postage and insurance, including directors and officers’ liability insurance for the Sponsor;

 

   

costs and expenses associated with investor relations and services;

 

   

the payment of any distributions related to redemption of Units;

 

   

payment of all federal, state, local or foreign taxes payable on the income, assets or operations of USABF and the preparation of all tax returns related thereto; and

 

   

extraordinary expenses (including, but not limited to, indemnification of any person against liabilities and obligations to the extent permitted by law and required under the Trust Agreement and the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation).

The Sponsor will bear the costs and expenses incurred in connection with the formation, qualification and registration of the Trust, any Fund and the Units under applicable U.S. federal and state law, and any other expenses actually incurred and, directly or indirectly, related to the organization of the Trust or any Fund or the offering of USABF’s Units prior to the time such Units begin trading on the NYSE Arca, including, but not limited to, expenses such as: (i) initial registration fees, prepaid licensing fees, filing fees, escrow fees and taxes, (ii) costs of preparing, printing (including typesetting), amending, supplementing, mailing and distributing this prospectus and the exhibits hereto, (iii) the costs of qualifying, printing (including typesetting), amending, supplementing, mailing and distributing sales materials used in connection with the offering and issuance of the Units of a Fund, (iv) travel, telephone and other expenses in connection with the offering and issuance of the Units of a Fund, (v) accounting, auditing and legal fees (including disbursements related thereto) incurred in connection therewith, (vi) the routine expenses associated with the preparation of monthly, quarterly, annual and other reports required by applicable U.S. federal and state regulatory authorities, and (vii) payment for fees associated with custody and transfer agency services, whether performed by an outside service provider or by affiliates of the Sponsor.

 

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Termination Events:

USABF shall continue in existence from the date of its formation in perpetuity, unless sooner terminated upon the occurrence of any one or more of the following events:

 

   

the filing of a certificate of cancellation of the Sponsor, the revocation of the Sponsor’s charter (and the expiration of 90 days after the date of notice to the Sponsor of revocation without reinstatement of its charter) or the withdrawal of the Sponsor, unless (i) there is at least one remaining Sponsor that carries on the business of the Trust or (ii) Unitholders owning at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Units held in all Funds, including USABF, voting together as a single class elect within ninety (90) days after such event to continue the business of the Trust and appoint a successor Sponsor;

 

   

the occurrence of any event which would make the existence of the Trust or any Fund unlawful;

 

   

the suspension, revocation, or termination of the Sponsor’s registration as a CPO under the Commodity Exchange Act or membership as a CPO 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 Sponsor whose registration or membership has not been suspended, revoked or terminated;

 

   

the Trust or USABF, as the case may be, becomes insolvent or bankrupt;

 

   

Unitholders owning at least seventy-five percent (75%) of the outstanding Units held in USABF, voting together as a single class, vote to dissolve the Trust, upon notice to the Sponsor of not less than ninety (90) business days prior to the effective date of termination;

 

   

upon written notice to the Trustee and the Unitholders by the Sponsor of its determination, in the Sponsor’s sole discretion, that the Trust’s or USABF’s aggregate net assets in relation to the operating expenses of the Trust or USABF make it unreasonable or imprudent to continue the business of the Trust or USABF;

 

   

the Trust is required to be registered as an investment company under the Investment Company Act of 1940, as amended; and

 

   

DTC is unable or unwilling to continue to perform its functions, and a comparable replacement is unavailable.

Upon the dissolution of the Trust or USABF, the Sponsor (or in the event there is no Sponsor, such person (the “Liquidating Trustee”) as the majority in interest of the Unitholders may propose and approve) shall take full charge of the trust estate. Thereafter, in accordance with applicable law, the business and affairs of the Trust or USABF shall be wound up and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order of priority: (a) to the expenses of liquidation and termination and to creditors, including Unitholders who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Trust or USABF (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for distributions to Unitholders, and (b) to the Unitholders in accordance with their positive book capital account balances, after giving effect to all contributions, distributions and allocations for all periods. Following the dissolution and distribution of the assets of USABF, the Trust shall terminate and the Sponsor or the Liquidating Trustee, as the case may be, shall instruct the Trustee to execute and cause such certificate of cancellation of the certificate of trust to be filed in accordance with applicable law.

Authorized Purchasers:

Merrill Lynch Professional Clearing Corp. is expected to be the initial Authorized Purchaser for USABF. We expect that there will be additional Authorized Purchasers for USABF in the future. A list of Authorized Purchasers will be available from the Marketing Agent. Authorized Purchasers must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required to register as broker-dealers to engage in securities transactions, and (2) DTC Participants. To become an Authorized Purchaser, a person must enter into an Authorized Purchaser Agreement with the Sponsor.

 

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WHAT ARE THE RISK FACTORS INVOLVED WITH AN INVESTMENT IN USABF?

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, as well as information found in our periodic reports, which include USABF’s financial statements and the related notes.

Risks Associated With Investing Directly or Indirectly in Asian Commodities Interests

Investing in Asian Commodities Interests subjects USABF to the risks of the Asian commodities industry and this could result in large fluctuations in the price of USABF’s Units.

USABF is subject to the risks and hazards of the Asian commodities industry because it invests in Asian Commodities Interests. The risks and hazards that are inherent in the Asian commodities industry may cause the price of Asian commodities to widely fluctuate.

The price of USABF’s Units may be influenced by factors such as the short-term supply and demand for Asian commodities and the short-term supply and demand for USABF’s Units. This may cause the Units to trade at a price that is above or below USABF’s NAV per Unit. Accordingly, changes in the price of Units may substantially vary from the changes in the price of Asian commodities. If this variation occurs, then investors may not be able to effectively use USABF as a way to hedge against Asian commodities-related losses or as a way to indirectly invest in Asian commodities.

While it is expected that the trading prices of the Units will fluctuate in accordance with changes in USABF’s NAV, the prices of Units may also be influenced by other factors, including the short-term supply and demand for Asian commodities and the Units. There is no guarantee that the Units will not trade at appreciable discounts from, and/or premiums to, USABF’s NAV. This could cause changes in the price of the Units to substantially vary from changes in the price of Asian commodities. This may be harmful to investors because if changes in the price of Units vary substantially from changes in the price of Asian commodities, then investors may not be able to effectively use USABF as a way to hedge the risk of losses in their Asian commodities-related transactions or as a way to indirectly invest in Asian commodities.

Daily changes in USABF’s NAV may not correlate to daily changes in the price of Benchmark Futures Contract. If this were to occur, investors may not be able to effectively use USABF as a way to hedge against Asian commodities-related losses or as a way to indirectly invest in Asian commodities.

USCF endeavors to invest USABF’s assets as fully as possible in short-term Futures Contracts and Other Asian Commodities-Related Investments so that the daily changes in percentage terms of the NAV closely correlate with daily changes in percentage terms in the price of the Benchmark Futures Contracts. However, changes in USABF’s NAV may not correlate with the changes in the price of the Benchmark Futures Contract for several reasons as set forth below:

 

   

USABF (i) may not be able to buy/sell the exact amount of Futures Contracts and Other Asian Commodities-Related Investments to have a perfect correlation with NAV; (ii) may not always be able to buy and sell Futures Contracts or Other Asian Commodities-Related Investments at the market price; (iii) may not experience a perfect correlation between the price of Asian commodities and the underlying investments in Futures Contracts, Other Asian Commodities-Related Investments and Treasuries, cash and/or cash equivalents; and (iv) is required to pay fees, including brokerage fees and the management fee, which will have an effect on the correlation.

 

   

Short-term supply and demand for Asian commodities may cause the changes in the market price of the Benchmark Futures Contract to vary from the changes in USABF’s NAV if USABF has fully invested in Futures Contracts that do not reflect such supply and demand and it is unable to replace such contracts with Futures Contracts that do not reflect such supply and demand. In addition, there are also technical differences between the two markets, e.g., one is a physical market while the other is a futures market traded on exchanges, that may cause variations between the spot price of Asian commodities and the prices of related futures contracts.

 

   

USABF sells and buys only as many Futures Contracts and Other Asian Commodities-Related Investments that it can to cause the daily changes in percentage terms of its NAV to track as closely as possible to the changes in percentage terms in the price of the Benchmark Futures Contracts.

 

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The remainder of USABF’s assets are invested in Treasuries, cash and/or cash equivalents and are sued to satisfy initial margin and additional margin requirements, if any, and to otherwise support its investments in Asian Commodity Interests. Investments in Treasuries, cash and/or cash equivalents, both directly and as margin, provide rates of return that vary from changes in the value of the spot price of Asian commodities and the price of the Benchmark Futures Contract.

 

   

In addition, because USABF incurs certain expenses in connection with its investment activities, and holds most of its assets in more liquid short-term securities for margin and other liquidity purposes or for redemptions that may be necessary on an ongoing basis, USCF is generally not able to fully invest USABF’s assets in Futures Contracts or Other Asian Commodity-Related Investments and there cannot be a perfect correlation between changes in USABF’s NAV and changes in the price of the Benchmark Futures Contracts.

 

   

As USABF grows, there may be more or less correlation. For example, if USABF only has enough money to buy three Benchmark Futures Contracts and it needs to buy four contracts to track the price of designated Asian commodities, then the correlation will be lower, but if it buys 20,000 Benchmark Futures Contracts and it needs to buy 20,001 contracts, then the correlation will be higher. At certain asset levels, USABF may be limited in its ability to buy the Benchmark Futures Contracts if limits were imposed by the relevant exchanges. To the extent that USABF invests in these other Futures Contracts or Other Asian Commodity-Related Investments, the correlation with the Benchmark Futures Contracts may be lower. If USABF is required to invest in other Futures Contracts and Other Asian Commodity-Related Investments that are less correlated with the Benchmark Futures Contracts, USABF would likely invest in over-the-counter contracts to increase the level of correlation of USABF’s assets. Over-the-counter contracts entail certain risks described below under “Over-the-Counter Contract Risk.”

 

   

USABF may not be able to buy the exact number of Futures Contracts and Other Asian Commodity-Related Investments to have a perfect correlation with the Benchmark Futures Contracts, if the purchase price of the Futures Contracts required to be fully invested in such contracts is higher than the proceeds received for the sale of a Creation Basket on the day the basket was sold. In such case, USABF could not invest the entire proceeds from the purchase of the Creation Basket in such Futures Contracts (for example, assume USABF received $4,000,000 for the sale of a Creation Basket and assume that the price of a Futures Contract for a mix of various Asian commodities is $59,950, then USABF could only invest in 66 Futures Contracts with an aggregate value of $3,956,700). USABF would be required to invest a percentage of the proceeds in cash, Treasuries or other liquid securities to be deposited as margin with the futures commission merchant through which the contracts were purchased. The remainder of the purchase price for the Creation Basket would remain invested in Treasuries, cash and/or cash equivalents or other liquid securities as determined by the Sponsor from time to time based on factors such as potential calls for margin or anticipated redemptions. If the trading market for Futures Contracts is suspended or closed, USABF may not be able to purchase these investments at the last reported price.

If changes in USABF’s NAV do not correlate with changes in the price of the Benchmark Futures Contracts, then investing in USABF may not be an effective way to hedge against Asian commodities-related losses or indirectly invest in Asian commodities.

The Benchmark Futures Contracts may not correlate with the spot price of Asian commodities and this could cause changes in the price of the Units to substantially vary from the changes in the spot price of Asian commodities. If this were to occur, then investors may not be able to effectively use USABF as a way to hedge against Asian commodities-related losses or as a way to indirectly invest in Asian commodities.

When using the Benchmark Futures Contracts as a strategy to track the price of Asian commodities, at best the correlation between changes in prices of such Asian Commodities Interests and the spot price of Asian commodities can be only approximate. The degree of imperfection of correlation depends upon circumstances such as variations in the speculative Asian commodities market, supply of and demand for such Asian Commodities Interests and technical influences in futures trading. If there is a weak correlation between the Asian Commodities Interests and the price of Asian commodities, then the price of Units may not accurately track the spot price of Asian commodities and investors may not be able to effectively use USABF as a way to hedge the risk of losses in their Asian commodities-related transactions or as a way to indirectly invest in Asian commodities.

 

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USABF may experience a loss if it is required to sell Treasuries at a price lower than the price at which they were acquired.

The value of Treasuries generally moves inversely with movements in interest rates. If USABF is required to sell Treasuries at a price lower than the price at which they were acquired, USABF will experience a loss. This loss may adversely impact the price of the Units and may decrease the correlation between the price of the Units, the price of the Benchmark Futures Contracts and Other Asian Commodities-Related Investments, and the price of Asian commodities.

USABF would be negatively impacted if the United States Treasury were to default on its obligations to make payments on Treasuries.

Events in Washington, D.C. regarding passing a fiscal budget have drawn concern regarding the United States Government’s ability to pay its obligations to holders of Treasuries. If USABF is not able to redeem its investments in Treasuries prior to maturity and the U.S. Government cannot pay its obligations, USABF would be negatively impacted. In addition, USABF might also be negatively impacted by its use of money market mutual funds to the extent those funds might themselves be investing in Treasuries.

Further ratings downgrades on sovereigns could cause further global market volatility, negatively impact the ability on sovereigns to borrow funds and pay debt obligations.

In August 2011, Standard & Poor’s downgraded the United State’s long-term credit rating from AAA to AA+. This downgrade resulted in global market volatility and it is unclear what effect such downgrade will have on various state debt obligations, as well as other sovereign debt obligations. Such downgrades could have a global impact resulting in a recessionary market and defaults on sovereign debt obligations. Any default on a sovereign to pay its debt obligations could negatively impact USABF.

Certain of USABF’s investments could be illiquid which could cause large losses to investors at any time or from time to time.

USABF may not always be able to liquidate its positions in its investments 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 a foreign government taking political actions that disrupt the market in its currency, its Asian commodities production or exports, or in another major export, can also make it difficult to liquidate a position. Alternatively, limits imposed by futures exchanges or other regulatory organizations, such as accountability levels, position limits and daily price fluctuation limits, may contribute to a lack of liquidity with respect to some commodity interests.

Unexpected market illiquidity may cause major losses to investors at any time or from time to time. In addition, USABF has not and does not intend at this time to establish a credit facility, which would provide an additional source of liquidity and instead relies only on the Treasuries, cash and/or cash equivalents that it holds. The anticipated large value of the positions in Futures Contracts that the Sponsor will acquire or enter into for USABF increases the risk of illiquidity. The Other Asian Commodities-Related Investments that USABF invests in, such as negotiated over-the-counter contracts, may have a greater likelihood of being illiquid since they are contracts between two parties that take into account not only market risk, but also the relative credit, tax, and settlement risks under such contracts. Such contracts also have limited transferability that results from such risks and the contract’s express limitations.

Because both Futures Contracts and Other Asian Commodities-Related Investments may be illiquid, USABF’s Asian Commodities Interests may be more difficult to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated.

If the nature of hedgers and speculators in futures markets has shifted such that Asian commodities purchasers are the predominant hedgers in the market, USABF might have to reinvest at higher futures prices or choose Other Asian Commodities-Related Investments.

The changing nature of the hedgers and speculators in the Asian commodities market influences whether futures prices are above or below the expected future spot price. In order to induce speculators to take the

 

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corresponding long side of the same futures contract, Asian commodities producers must generally be willing to sell futures contracts at prices that are below expected future spot prices. Conversely, if the predominant hedgers in the futures market are the purchasers of the Asian commodities who purchase futures contracts to hedge against a rise in prices, then speculators will only take the short side of the futures contract if the futures price is greater than the expected future spot price of Asian commodities. This can have significant implications for USABF when it is time to reinvest the proceeds from a maturing Futures Contract into a new Futures Contract.

While USABF does not intend to take physical delivery of Asian commodities under its Futures Contracts, physical delivery under such contracts impacts the value of the contracts.

While it is not the current intention of USABF to take physical delivery of Asian commodities under its Futures Contracts, futures contracts are not required to be cash-settled and it is possible to take delivery under some of these contracts. Storage costs associated with purchasing Asian commodities could result in costs and other liabilities that could impact the value of Futures Contracts or Other Asian Commodities-Related Investments. Storage costs include the time value of money invested in Asian commodities as a physical commodity plus the actual costs of storing the Asian commodities less any benefits from ownership of Asian commodities that are not obtained by the holder of a futures contract. In general, Futures Contracts have a one-month delay for contract delivery and the back month (the back month is any future delivery month other than the spot month) includes storage costs. To the extent that these storage costs change for Asian commodities while USABF holds Futures Contracts or Other Asian Commodities-Related Investments, the value of the Futures Contracts or Other Asian Commodities-Related Investments, and therefore USABF’s NAV, may change as well.

The price relationship between the near month contract and the next month contract that compose the Benchmark Futures Contracts will vary and may impact both the total return over time of USABF’s NAV, as well as the degree to which its total return tracks other Asian commodities price indices’ total returns.

The design of USABF’s Benchmark Futures Contract is such that every month it begins by using the near month contract to expire until the near month contract is within two weeks of expiration, when, over a four-day period, it transitions to the next month contract to expire as its benchmark contract and keeps that contract as its benchmark until it becomes the near month contract and close to expiration. In the event of a Asian commodities futures market where near month contracts trade at a higher price than next month to expire contracts, a situation described as “backwardation” in the futures market, then absent the impact of the overall movement in Asian commodities prices the value of the benchmark contract would tend to rise as it approaches expiration. As a result, the total return of the Benchmark Futures Contract would tend to track higher and USABF’s NAV would tend to track higher. Conversely, in the event of a Asian commodities futures market where near month contracts trade at a lower price than next month contracts, a situation described as “contango” in the futures market, then absent the impact of the overall movement in Asian commodities prices the value of the benchmark contract would tend to decline as it approaches expiration. As a result the total return of the Benchmark Futures Contract would tend to track lower and USABF’s NAV would tend to track lower. When compared to total return of other price indices, such as the spot price of Asian commodities, the impact of backwardation and contango may lead the total return of USABF’s NAV to vary significantly. In the event of a prolonged period of contango, and absent the impact of rising or falling Asian commodities prices, this could have a significant negative impact on USABF’s NAV and total return. See “Term Structure of Commodity Futures Prices and the Impact on Total Returns.”

Regulation of the commodity interests is extensive and constantly changing; future regulatory developments are impossible to predict but may significantly and adversely affect USABF.

The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading.

The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and otherwise, there

 

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is a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an investment in USABF or the ability of USABF to continue to implement its investment strategy. In addition, various national governments outside the United States have expressed concern regarding the disruptive effects of speculative trading in the energy markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on USABF is impossible to predict, but it could be substantial and adverse.

All of the Dodd-Frank Act’s new provisions became effective July16, 2011. However, new rules implementing, and in many cases, interpreting and clarifying the Dodd-Frank Act’s new requirements have not been finalized. Therefore, USABF will necessarily operate in a period of regulatory uncertainty until new regulations have been finalized. Some specific examples of how the new Dodd-Frank Act provisions and rules adopted thereunder could impact USABF are discussed below.

Provisions in the Dodd-Frank Act include the requirement that position limits be established on a wide range of commodity interests, certain cleared commodity swaps and certain over-the-counter commodity contracts; new registration, recordkeeping, capital and margin requirements for “swap dealers” and “major swap participants” as determined by the new law and applicable regulations and the forced use of clearinghouse mechanisms for most swap transactions that are currently entered into in the over-the-counter market. The new law and the rules thereunder may negatively impact USABF’s ability to meet its investment objective either through limits or requirements imposed on it or upon its counterparties. Further, increased regulation of, and the imposition of additional costs on, swap transactions under the new legislation and implementing regulations could cause a reduction in the swap market and the overall derivatives markets, which could restrict liquidity and adversely affect USABF. In particular, new position limits imposed on USABF or its counterparties may impact USABF’s ability to invest in a manner that most efficiently meets it investment objective, and new requirements, including capital and mandatory clearing, may increase the cost of USABF’s investments and doing business, which could adversely impact the ability of USABF to achieve its investment objective.

On January 13, 2011, the U.S. Commodity Futures Trading Commission (the “CFTC”) proposed new rules, which if implemented in their proposed form, would establish position limits and limit formulas on certain physical commodity futures and options on such commodity futures, executed pursuant to the rules of designated contract markets (i.e., certain regulated exchanges) and commodity swaps that are economically equivalent to such futures and options contracts. The CFTC has also proposed aggregate position limits that would apply across different trading venues to contracts based on the same underlying commodity. At this time it is unknown precisely when such position limits would take effect. It is also unclear when the CFTC’s proposed rule regarding position limits for futures contracts held during the last few days of trading in the near month contract to expire, which, under such proposed rule are substantially similar to the position limits currently set by the exchanges, will take effect.

On April 12, 2011, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit of Insurance Corporation, the Farm Credit System and the Federal Housing Finance Agency (collectively, the “Prudential Regulators”) and the CFTC issued proposed rules establishing minimum initial and variation margin collection requirements for certain swap dealers and major swap participants (collectively, “Covered Swap Entities”), which if adopted, would require Covered Swap Entities to collect minimum initial and variation margin amounts from swap counterparties. The public comment period for these rules was extended on June 23, 2011. The Prudential Regulators’ proposed rules would apply to those Covered Swap Entities that are regulated by the Prudential Regulators and the CFTC’s proposed rules would apply to Covered Swap Entities that are not regulated by the Prudential Regulators.

The amount of initial and variation margin that Covered Swap Entities would be required to collect under the proposed rules varies based on whether a Covered Swap Entity’s counterparty to a particular swap is (1) also a Covered Swap Entity; (2) a “high-risk” financial entity end-user; (3) a “low-risk” financial entity end-user (e.g., financial entities subject to capital requirements imposed by bank or insurance regulators that predominantly use swaps to hedge and that do not have significant swap exposure; or (4) a non-financial end-user. With certain exceptions not applicable to USABF and the affiliated funds managed by the Sponsor, Covered Swap Entities would not be required to post initial or variation margin to any of their counterparties except for other Covered Swap Entities.

 

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Covered Swap Entities and all financial entity end-users would be required to post initial margin and variation margin when they enter into swaps with Covered Swap Entities. Margin posted by “low-risk” financial entity end-users could be subject to thresholds under the proposed rules. As commodity pools, USABF and the affiliated funds managed by the Sponsor would be “high-risk” financial entity end-users and would therefore have to post margin without thresholds.

The CFTC and the SEC have proposed joint rules defining “swaps” and “security-based swaps” which would provide additional clarity regarding which transactions will be regulated as such under the Dodd-Frank Act and, more specifically, whether and how new CFTC and SEC rules will apply to USABF. The CFTC has not issued proposed versions of all the rules it is required to promulgate under the Dodd-Frank Act but, continues to issue proposed versions of additional rules that it has authority to promulgate. In addition, the CFTC has begun to issue final rules under the Dodd-Frank Act and is expected to issue additional final rules during the remainder of 2011 and into 2012.

On July 14, 2011, the CFTC issued an order providing temporary relief from certain swaps-related provisions under Title VII that would have automatically taken effect on July 16, 2011. The final order granted temporary exemptive relief that, by its terms, expires upon the earlier of the effective date of the required final rulemaking or December 31, 2011. Given the timeline within which the CFTC is expected to finalize rules to implement the Dodd-Frank Act’s mandates, it is likely that the exemptive relief order will be extended and that final rules will not take effect until well into 2012. The effect of the future regulatory change on USABF is impossible to predict, but it could be substantial and adverse.

Investing in USABF for purposes of hedging may be subject to several risks including the possibility of losing the benefit of favorable market movement.

Participants in the Asian commodities or in other industries may use USABF as a vehicle to hedge the risk of losses in their Asian commodities-related transactions. There are several risks in connection with using USABF as a hedging device. While hedging can provide protection against an adverse movement in market prices, it can also preclude a hedger’s opportunity to benefit from a favorable market movement. In a hedging transaction, the hedger may be concerned that the hedged item will increase in price, but must recognize the risk that the price may instead decline and if this happens he will have lost his opportunity to profit from the change in price because the hedging transaction will result in a loss rather than a gain. Thus, the hedger foregoes the opportunity to profit from favorable price movements. In addition, if the hedge is not a perfect one, the hedger can lose on the hedging transaction and not realize an offsetting gain in the value of the underlying item being hedged.

When using futures contracts as a hedging technique, at best, the correlation between changes in prices of futures contracts and of the items being hedged can be only approximate. The degree of imperfection of correlation depends upon circumstances such as: variations in speculative markets, demand for futures and for Asian commodities products, technical influences in futures trading, and differences between anticipated energy costs being hedged and the instruments underlying the standard futures contracts available for trading. Even a well-conceived hedge may be unsuccessful to some degree because of unexpected market behavior as well as the expenses associated with creating the hedge.

An investment in USABF may provide little or no diversification benefits. Thus, in a declining market, USABF may have no gains to offset losses from other investments, and an investor may suffer losses on an investment in USABF while incurring losses with respect to other asset classes.

Historically, Futures Contracts and Other Asian Commodities-Related Investments have generally been non-correlated to the performance of other asset classes such as stocks and bonds. Non-correlation means that there is a low statistically valid relationship between the performance of futures and other commodity interest transactions, on the one hand, and stocks or bonds, on the other hand. However, there can be no assurance that such non-correlation will continue during future periods. If, contrary to historic patterns, USABF’s performance were to move in the same general direction as the financial markets, investors will obtain little or no diversification benefits from an investment in the Units. In such a case, USABF may have no gains to offset losses from other investments, and investors may suffer losses on their investment in USABF at the same time they incur losses with respect to other investments.

 

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Variables such as drought, floods, weather, embargoes, tariffs and other political events may have a larger impact on Asian commodities prices and Asian commodities-linked instruments, including Futures Contracts and Other Asian Commodities-Related Investments, than on traditional securities. These additional variables may create additional investment risks that subject USABF’s investments to greater volatility than investments in traditional securities.

Non-correlation should not be confused with negative correlation, where the performance of two asset classes would be opposite of each other. There is no historic evidence that the price of Asian commodities and prices of other financial assets, such as stocks and bonds, are negatively correlated. In the absence of negative correlation, USABF cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice versa.

USABF’s Operating Risks

USABF is not a registered investment company so Unitholders do not have the protections of the 1940 Act.

USABF is not an investment company subject to the 1940 Act. Accordingly, Unitholders do not have the protections afforded by that statute which, for example, requires investment companies to have a majority of disinterested directors and regulates the relationship between the investment company and its investment manager.

USABF has not yet commenced operations, so there is no performance history to serve as a basis for you to evaluate an investment in USABF.

USABF has not yet commenced operations. Therefore, you do not have the benefit of reviewing the past performance of USABF as a basis to evaluate an investment in USABF.

The Sponsor is leanly staffed and relies heavily on key personnel to manage trading activities.

In managing and directing the day-to-day activities and affairs of USABF, the Sponsor relies heavily on Messrs. Howard Mah and John Hyland. If Messrs. Mah or Hyland were to leave or be unable to carry out their present responsibilities, it may have an adverse effect on the management of USABF. Furthermore, Messrs. Mah and Hyland are currently involved in the management of the Related Public Funds. Mr. Mah is also employed by Ameristock Corporation, a registered investment adviser that manages a public mutual fund. It is estimated that Mr. Mah will spend approximately 90% of his time on Related Public Fund matters. Mr. Hyland will spend approximately 100% of his time on USABF and other Related Public Fund matters. To the extent that USCF establishes additional funds, even greater demands will be placed on Messrs. Mah and Hyland, as well as the other officers of the Sponsor and its Board.

Accountability levels, position limits, and daily price fluctuation limits set by the exchanges have the potential to cause a tracking error, which could cause the price of Units to substantially vary from the price of the Benchmark Futures Contract and prevent investors from being able to effectively use USABF as a way to hedge against Asian commodities-related losses or as a way to indirectly invest in Asian commodities

U.S. designated contract markets such as the CME, NYMEX, or ICE Futures US have established accountability levels and position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by USABF is not) may hold, own or control.

In addition to accountability levels and position limits, the regulated futures exchanges may also set daily price fluctuation limits on futures contracts. The daily price fluctuation limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price. Once the daily price fluctuation limit has been reached in a particular futures contract, no trades may be made at a price beyond that limit.

 

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All of these limits may potentially cause a tracking error between the price of the Units and the price of the Benchmark Futures Contract. This may in turn prevent investors from being able to effectively use USABF as a way to hedge against Asian commodities-related losses or as a way to indirectly invest in Asian commodities.

USABF does not intend to limit the size of its offering and is committed to utilizing substantially all of its proceeds to purchase Futures Contracts and Other Asian Commodities-Related Investments. If USABF encounters accountability levels, position limits, or price fluctuation limits for Futures Contracts on US regulated futures exchanges, it may then, if permitted under applicable regulatory requirements, purchase Futures Contracts and Other Asian Commodities-Related Investments on other exchanges that trade listed Asian commodities futures such as ICE Futures Europe. The Futures Contracts available on these other futures exchanges may be comparable to the contracts on the US regulated futures exchanges, but they may have different underlying commodities, sizes, deliveries, and prices. In addition, certain of the Futures Contracts available on non-US regulated futures exchanges are subject to their own accountability levels and position limits. See “Impact of Position Limits, Accountability Levels, and Price Fluctuation Limits.”

There are technical and fundamental risks inherent in the trading system the Sponsor employs.

The Sponsor’s trading system is quantitative in nature and it is possible that the Sponsor might make a mathematical error. In addition, it is also possible that a computer or software program may malfunction and cause an error in computation.

To the extent that the Sponsor uses spreads and straddles as part of its trading strategy, there is the risk that the NAV may not closely track the changes in the Benchmark Futures Contracts.

Spreads combine simultaneous long and short positions in related futures contracts that differ by commodity (e.g., long crude oil and short gasoline), by market (e.g., long WTI crude futures, short Brent crude futures), or by delivery month (e.g., long December, short November). Spreads gain or lose value as a result of relative changes in price between the long and short positions. Spreads often reduce risk to investors, because the contracts tend to move up or down together. However, both legs of the spread could move against an investor simultaneously, in which case the spread would lose value. Certain types of spreads may face unlimited risk, e.g., because the price of a futures contract underlying a short position can increase by an unlimited amount and the investor would have to take delivery or offset at that price.

A commodity straddle takes both long and short option positions in the same commodity in the same market and delivery month simultaneously. The buyer of a straddle profits if either the long or the short leg of the straddle moves further than the combined cost of both options. The seller of a straddle profits if both the long and short positions do not trade beyond a range equal to the combined premium for selling both options.

If the Sponsor were to utilize a spread or straddle position and the spread performed differently than expected, the results could impact USABF’s tracking error. This could affect USABF’s investment objective of having its NAV closely track the daily changes in the Benchmark Futures Contracts. Additionally, a loss on a spread position would negatively impact USABF’s absolute return.

No independent advisers were involved in the formation of USABF or the preparation of this registration statement. As a result, you will not have the benefit of an independent due diligence review of us.

The Sponsor has consulted with legal counsel, accountants and other advisers regarding the formation and operation of the Trust and USABF. No counsel has been appointed to represent you in connection with the offering of Units. Accordingly, you should consult your own legal, tax and financial advisers regarding the desirability of an investment in the Units.

USABF and the Sponsor may have conflicts of interest, which may permit them to favor their own interests to the detriment of Unitholders.

USABF and the Sponsor may have inherent conflicts to the extent the Sponsor attempts to maintain USABF’s asset size in order to preserve its fee income and this may not always be consistent with USABF’s objective of having the daily change in the value of its Units’ NAV track the changes in the Benchmark Futures

 

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Contracts. The Sponsor’s officers, directors and employees do not devote their time exclusively to USABF. These persons are directors, officers or employees of other entities that may compete with USABF for their services. They could have a conflict between their responsibilities to USABF and to those other entities.

In addition, the Sponsor’s principals, officers, directors or employees may trade futures and related contracts for their own account. A conflict of interest may exist if their trades are in the same markets and at the same time as USABF trades using the clearing broker to be used by USABF. A potential conflict also may occur if the Sponsor’s principals, officers, directors or employees trade their accounts more aggressively or take positions in their accounts, which are opposite, or ahead of, the positions taken by USABF.

The Sponsor has broad authority to manage the investments and operations of USABF, and this may allow it to act in a way that furthers its own interests which may create a conflict with the best interests of investors.

The Sponsor serves as the general partner to each of USNG, USOF, US12OF, UGA, USHO, USSO, US12NG and USBO and the sponsor for USCI, USMI, USAI and USCUI, and will serve as the sponsor for USMI, USAI, USCUI, if such funds offer their securities to the public or begin operations. The Sponsor may have a conflict to the extent that its trading decisions for USABF may be influenced by the effect they would have on the other funds it manages. These trading decisions may be influenced since the Sponsor also serves as the general partner or sponsor for all of the funds and is required to meet all of the funds’ investment objectives as well as USABF’s. If the Sponsor believes that a trading decision it made on behalf of USABF might (i) impede its other funds from reaching their investment objectives, or (ii) improve the likelihood of meeting its other funds’ objectives, then the Sponsor may choose to change its trading decision for USABF, which could either impede or improve the opportunity for USABF to meet its investment objective. In addition, the Sponsor is required to indemnify the officers and directors of its other funds if the need for indemnification arises. This potential indemnification will cause the Sponsor’s assets to decrease. If the Sponsor’s other sources of income are not sufficient to compensate for the indemnification, then the Sponsor may terminate and investors could lose their investment.

Unitholders have only very limited voting rights and have the power to replace the Sponsor only under specific circumstances. Unitholders do not participate in the management of USABF and do not control the Sponsor so they do not have influence over basic matters that affect USABF.

Unitholders will have very limited voting rights with respect to USABF’s affairs. Unitholders may elect a replacement Sponsor only if the Sponsor resigns voluntarily or loses its corporate charter. Unitholders are not permitted to participate in the management or control of USABF or the control of its business. Unitholders must therefore rely upon the duties and judgment of the Sponsor to manage USABF’s affairs.

The Sponsor may manage a large amount of assets and this could affect USABF’s ability to trade profitably.

Increases in assets under management may affect trading decisions. In general, the Sponsor does not intend to limit the amount of assets of USABF that it may manage. The more assets the Sponsor manages, the more difficult it may be for it to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance and of managing risk associated with larger positions.

The liability of the Sponsor and Trustee are limited, and the value of the Units will be adversely affected if USABF is required to indemnify the Trustee or the Sponsor.

Under the Trust Agreement, the Trustee and the Sponsor are not liable, and have the right to be indemnified, for any liability or expense incurred absent gross negligence or willful misconduct on the part of the Trustee or the Sponsor or breach by the Sponsor or the Trust Agreement, as the case may be. As a result, the Sponsor may require the assets of USABF 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 USABF and the value of its Units.

Although the Units of USABF are limited liability investments, certain circumstances such as bankruptcy or indemnification of USABF by a Unitholder will increase the Unitholder’s liability.

The Units of USABF are limited liability investments. Unitholders may not lose more than the amount that they invest plus any profits recognized on their investment. However, Unitholders could be required, as a

 

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matter of bankruptcy law, to return to the estate of USABF any distribution they received at a time when USABF was in fact insolvent or in violation of its Trust Agreement. In addition, a number of states do not have “statutory trust” statutes such as the Delaware statutes under which the Trust has been formed. It is possible that a court in such state could hold that, due to the absence of any statutory provision to the contrary in such jurisdiction, the Unitholders, 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. Finally, in the event the Trust or USABF is made party to any claim, dispute, demand or litigation or otherwise incurs any liability or expense as a result of or in connection with any Unitholder’s (or assignee’s) obligations or liabilities unrelated to the business of the Trust or USABF, as applicable, such Unitholder (or assignees cumulatively) is required under the Trust Agreement to indemnify the Trust or USABF, as applicable, for all such liability and expense incurred, including attorneys’ and accountants’ fees.

USABF could terminate at any time and cause the liquidation and potential loss of an investor’s investment and could upset the overall maturity and timing of an investor’s investment portfolio.

USABF may terminate at any time, regardless of whether USABF has incurred losses, subject to the terms of the Trust Agreement. For example, the dissolution or resignation of the Sponsor would cause USABF to terminate unless, within 90 days of the event, Unitholders holding Units representing at least 66 2/3% of the outstanding Units of all the Funds, including USABF, elect to continue the Trust and appoint a successor Sponsor. In addition, the Sponsor may terminate USABF if it determines that USABF’s aggregate net assets in relation to its operating expenses make the continued operation of USABF unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate USABF. USABF’s termination would result in the liquidation of its assets and the distribution of the proceeds thereof, first to the creditors and then to the Unitholders in accordance with their positive book capital account balances, after giving effect to all contributions, distributions and allocations for all periods, and USABF could incur losses in liquidating its assets in connection with a termination. Termination could also negatively affect the overall maturity and timing of your investment portfolio.

As a Unitholder, you will not have the rights enjoyed by investors in certain other types of entities.

As interests in a separate series of a Delaware statutory trust, the Units do not involve the rights normally associated with the ownership of common stock of a corporation. The Units have limited voting and distribution rights (for example, Unitholders do not have the right to elect directors and generally will not receive regular distributions of the net income and capital gains earned by USABF). USABF is also not subject to certain investor protection provisions of the Sarbanes-Oxley Act of 2002 and certain NYSE Arca governance rules. In addition, the Trust Agreement limits the rights of Unitholders to bring derivative actions.

All of the Funds are series of the Trust and as a result, a court could potentially conclude that the assets and liabilities of USABF are not segregated from those of another Fund or series of the Trust, thereby potentially exposing assets of USABF to the liabilities of another Fund or another series.

Each Fund, including USABF, is a series of a Delaware statutory trust and not itself a separate legal entity. The Delaware Statutory Trust Act provides that if certain provisions are included in the formation and governing documents of a statutory trust organized in series and if separate and distinct records are maintained for any series and the assets associated with that series are held in separate and distinct records and are accounted for in such separate and distinct records separately from the other assets of the statutory trust, or any series thereof, then the debts, liabilities, obligations, and expenses incurred by a particular series are enforceable against the assets of such series. The Sponsor is not aware of any court case that has interpreted this Inter-Series Limitation on Liability or provided guidance as to what is required for compliance. The Sponsor intends to maintain separate and distinct records for each Fund and account for USABF separately from the other Funds and any other Trust series, but it is possible a court could conclude that the methods used do not satisfy the Delaware Statutory Trust Act, which would potentially expose assets in one series to the liabilities of the other Funds and any other series of the Trust.

The Sponsor and the Trustee are not obligated to prosecute any action, suit or other proceeding in respect of any USABF property.

Neither the Sponsor nor the Trustee is obligated to, although each may in its respective discretion, prosecute any action, suit or other proceeding in respect of any USABF property. The Trust Agreement does not confer upon Unitholders the right to prosecute any such action, suit or other proceeding.

 

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USABF does not expect to make cash distributions.

USABF has not previously made any cash distributions and intends to re-invest any realized gains in Asian Commodities Interests rather than distributing cash to Unitholders. Therefore, unlike mutual funds, commodity pools or other investment pools that actively manage their investments in an attempt to realize income and gains from their investing activities and distribute such income and gains to their investors, USABF generally does not expect to distribute cash to Unitholders. An investor should not invest in USABF if it will need cash distributions from USABF to pay taxes on its share of income and gains of USABF, if any, or for any other reason. Although USABF does not intend to make cash distributions, the income earned from its investments held directly or posted as margin may reach levels that merit distribution, e.g., at levels where such income is not necessary to support its underlying investments in Asian commodities and investors adversely react to being taxed on such income without receiving distributions that could be used to pay such tax. If this income becomes significant then cash distributions may be made.

There is a risk that USABF will not earn trading gains sufficient to compensate for the fees and expenses that it must pay and as such USABF may not earn any profit.

USABF pays management fees at an annual rate of 0.90% of its average net assets, estimated brokerage charges of approximately 0.10% (based on futures commission merchant fees of $4.00 per buy or sell), over-the-counter spreads and various other expenses of its ongoing operations (e.g., fees of the Trustee). These fees and expenses must be paid in all events, regardless of whether USABF activities are profitable. Accordingly, USABF must realize trading gains sufficient to cover these fees and expenses before it can earn any profit.

If offerings of the Units do not raise sufficient funds to pay USABF’s future expenses and no other source of funding of expenses is found, USABF may be forced to terminate and investors may lose all or part of their investment.

Prior to the commencement of the offering of Units, all of USABF’s expenses were funded by the Sponsor and its affiliates. These payments by the Sponsor and its affiliates were designed to allow USABF the ability to commence the public offering of its Units. USABF now directly pays certain of these fees and expenses. The Sponsor will continue to pay other fees and expenses, as set forth in the Trust Agreement. If the Sponsor and USABF are unable to raise sufficient funds to cover their expenses or locate any other source of funding, USABF may be forced to terminate and investors may lose all or part of their investment.

USABF may incur higher fees and expenses upon renewing existing or entering into new contractual relationships.

The clearing arrangements between the clearing brokers and USABF generally are terminable by the clearing brokers once the clearing broker has given USABF notice. Upon termination, the Sponsor may be required to renegotiate or make other arrangements for obtaining similar services if USABF intends to continue trading in Futures Contracts or Other Asian Commodities-Related Investments at its present level of capacity. The services of any clearing broker may not be available, or even if available, these services may not be available on the terms as favorable as those of the expired or terminated clearing arrangements.

The NAV calculation of USABF may be overstated or understated due to the valuation method employed when a settlement price is not available on the date of NAV calculation.

USABF’s NAV includes, in part, any unrealized profits or losses on open swap agreements, futures or forward contracts. Under normal circumstances, the NAV will reflect the settlement price of open Futures Contracts on the date when the NAV is being calculated. However, if a Futures Contract traded on an exchange could not be liquidated on such day (due to the operation of daily limits or other rules of the exchange or otherwise), the settlement price on the most recent day on which the Futures Contract position could have been liquidated will be the basis for determining the market value of such position on such day. In these situations, there is a risk that the calculation of the NAV of USABF on such day will not accurately reflect the realizable market value of the futures contracts or of its over-the-counter swap contracts since the value of such contracts is tied to the value of its futures contracts.

 

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USABF may miss certain trading opportunities because it will not receive the benefit of the expertise of independent trading advisors.

The Sponsor does not employ trading advisors for USABF; however, it reserves the right to employ them in the future. The only advisor to USABF is the Sponsor. A lack of independent trading advisors may be disadvantageous to USABF because it will not receive the benefit of a trading advisor’s expertise.

An unanticipated number of redemption requests during a short period of time could have an adverse effect on the NAV of USABF.

If a substantial number of requests for redemption of Redemption Baskets are received by USABF during a relatively short period of time, USABF may not be able to satisfy the requests from USABF’s assets not committed to trading. As a consequence, it could be necessary to liquidate positions in USABF’s trading positions before the time that the trading strategies would otherwise dictate liquidation.

The financial markets are currently in a period of disruption and USABF does not expect these conditions to improve in the near future.

Since 2008, the financial markets have experienced very difficult financial conditions and volatility as well as significant adverse trends. The conditions in these markets have resulted in sporadic availability of corporate credit and liquidity and have led indirectly to the insolvency, closure or acquisition of a number of major financial institutions and have contributed to further consolidation within the financial services industry. Although the financial markets saw some signs of a recovery beginning in late 2010, economic growth in 2011 has been slow and the financial markets are still fragile and could fall into another recession. Another recession could adversely affect the financial condition and results of operations of USABF’s service providers and Authorized Purchasers, which would impact the ability of the Sponsor to achieve USABF’s investment objective.

The liquidity of the Units may be affected by the withdrawal from participation of Authorized Purchasers, which could adversely affect the market price of the Units.

In the event that one or more Authorized Purchasers that have substantial interests in the Units withdraw from participation, the liquidity of the Units will likely decrease, which could adversely affect the market price of the Units and result in your incurring a loss on your investment.

You may be adversely affected by redemption orders that are subject to postponement, suspension or rejection under certain circumstances.

The Trust may, in its discretion, suspend the right to redeem Units of USABF or postpone the redemption settlement date: (1) for any period during which an applicable exchange is closed other than customary weekend or holiday closing, or trading is suspended or restricted; (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of USABF’s assets is not reasonably practicable; or (3) for such other period as the Sponsor determines to be necessary for the protection of Unitholders. In addition, the Trust will reject a redemption order if the order is not in proper form as described in the agreement with the Authorized Purchaser or if the fulfillment of the order, in the opinion of counsel, might be unlawful. Any such postponement, suspension or rejection could adversely affect a redeeming Unitholder. For example, the resulting delay may adversely affect the value of the Unitholder’s redemption proceeds if the NAV of USABF declines during the period of delay. The Trust Agreement provides that the Sponsor and its designees will not be liable for any loss or damage that may result from any such suspension or postponement.

The failure or bankruptcy of a clearing broker could result in a substantial loss of USABF’s assets; the clearing broker could be subject to proceedings that impair its ability to execute USABF’s trades.

Under CFTC regulations, a clearing broker maintains customers’ assets in a bulk-segregated account. If a clearing broker fails to do so, or even if the customers’ funds are segregated by the clearing broker if the clearing broker is unable to satisfy a substantial deficit in a customer account, the clearing broker’s other customers may be subject to risk of a substantial loss of their funds in the event of that clearing broker’s bankruptcy. In that event, the clearing broker’s customers, such as USABF, are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that clearing broker’s customers. The bankruptcy of a clearing broker could result in the complete loss of USABF’s assets posted with the clearing broker; though the vast majority of USABF’s assets are held in Treasuries, cash and/or cash equivalents with USABF’s custodian and would not be

 

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impacted by the bankruptcy of a clearing broker. USABF also may be subject to the risk of the failure of, or delay in performance by, any exchanges and markets and their clearing organizations, if any, on which commodity interest contracts are traded.

In addition, to the extent USABF’s clearing broker is required to post USABF’s assets as margin to a clearinghouse, the margin will be maintained in an omnibus account containing the margin of all the clearing broker’s customers. If USABF’s clearing broker defaults to a clearinghouse because of a default by one of the clearing broker’s other customers or otherwise, then the clearinghouse can look to all of the margin in the omnibus account, including margin posted by USABF and any other non-defaulting customers of the clearing broker to satisfy the obligations of the clearing broker.

From time to time, the clearing brokers may be subject to legal or regulatory proceedings in the ordinary course of their business. A clearing broker’s involvement in costly or time-consuming legal proceedings may divert financial resources or personnel away from the clearing broker’s trading operations, which could impair the clearing broker’s ability to successfully execute and clear USABF’s trades.

The failure or insolvency of USABF’s custodian could result in a substantial loss of USABF’s assets.

As noted above, the vast majority of USABF’s assets are held in Treasuries, cash and/or cash equivalents with USABF’s custodian. The insolvency of the custodian could result in a complete loss of USABF’s assets held by that custodian, which, at any given time, would likely comprise a substantial portion of USABF’s total assets.

Third parties may infringe upon or otherwise violate intellectual property rights or assert that USCF has infringed or otherwise violated their intellectual property rights, which may result in significant costs and diverted attention.

Third parties may utilize USABF’s intellectual property or technology, including the use of its business methods, trademarks and trading program software, without permission. the Sponsor has a patent pending for USABF’s business method and it is registering its trademarks. USABF does not currently have any proprietary software. However, if it obtains proprietary software in the future, then any unauthorized use of USABF’s proprietary software and other technology could also adversely affect its competitive advantage. USABF may have difficulty monitoring unauthorized uses of its patents, trademarks, proprietary software and other technology. Also, third parties may independently develop business methods, trademarks or proprietary software and other technology similar to that of the Sponsor or claim that the Sponsor has violated their intellectual property rights, including their copyrights, trademark rights, trade names, trade secrets and patent rights. As a result, the Sponsor may have to litigate in the future to protect its trade secrets, determine the validity and scope of other parties’ proprietary rights, defend itself against claims that it has infringed or otherwise violated other parties’ rights, or defend itself against claims that its rights are invalid. Any litigation of this type, even if the Sponsor is successful and regardless of the merits, may result in significant costs, divert its resources from USABF, or require it to change its proprietary software and other technology or enter into royalty or licensing agreements.

The success of USABF depends on the ability of the Sponsor to accurately implement trading systems, and any failure to do so could subject USABF to losses on such transactions.

The Sponsor uses mathematical formulas built into a generally available spreadsheet program to decide whether it should buy or sell Asian Commodities Interests each day. Specifically, the Sponsor uses the spreadsheet to make mathematical calculations and to monitor positions in Asian Commodities Interests and Treasuries and correlations to the Benchmark Futures Contract. The Sponsor must accurately process the spreadsheets’ outputs and execute the transactions called for by the formulas. In addition, USABF relies on the Sponsor to properly operate and maintain its computer and communications systems. Execution of the formulas and operation of the systems are subject to human error. Any failure, inaccuracy or delay in implementing any of the formulas or systems and executing USABF’s transactions could impair its ability to achieve USABF’s investment objective. It could also result in decisions to undertake transactions based on inaccurate or incomplete information. This could cause substantial losses on transactions.

 

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USABF may experience substantial losses on transactions if the computer or communications system fails.

USABF’s trading activities, including its risk management, depend on the integrity and performance of the computer and communications systems supporting them. Extraordinary transaction volume, hardware or software failure, power or telecommunications failure, a natural disaster or other catastrophe could cause the computer systems to operate at an unacceptably slow speed or even fail. Any significant degradation or failure of the systems that the Sponsor uses to gather and analyze information, enter orders, process data, monitor risk levels and otherwise engage in trading activities may result in substantial losses on transactions, liability to other parties, lost profit opportunities, damages to the Sponsor’s and USABF’s reputations, increased operational expenses and diversion of technical resources.

If the computer and communications systems are not upgraded, USABF’s financial condition could be harmed.

The development of complex computer and communications systems and new technologies may render the existing computer and communications systems supporting USABF’s trading activities obsolete. In addition, these computer and communications systems must be compatible with those of third parties, such as the systems of exchanges, clearing brokers and the executing brokers. As a result, if these third parties upgrade their systems, the Sponsor will need to make corresponding upgrades to continue effectively its trading activities. USABF’s future success will depend on USABF’s ability to respond to changing technologies on a timely and cost-effective basis.

USABF depends on the reliable performance of the computer and communications systems of third parties, such as brokers and futures exchanges, and may experience substantial losses on transactions if they fail.

USABF depends on the proper and timely function of complex computer and communications systems maintained and operated by the futures exchanges, brokers and other data providers that the Sponsor uses to conduct trading activities. Failure or inadequate performance of any of these systems could adversely affect the Sponsor’s ability to complete transactions, including its ability to close out positions, and result in lost profit opportunities and significant losses on commodity interest transactions. This could have a material adverse effect on revenues and materially reduce USABF’s available capital. For example, unavailability of price quotations from third parties may make it difficult or impossible for the Sponsor to use its proprietary software that it relies upon to conduct its trading activities. Unavailability of records from brokerage firms may make it difficult or impossible for the Sponsor to accurately determine which transactions have been executed or the details, including price and time, of any transaction executed. This unavailability of information also may make it difficult or impossible for the Sponsor to reconcile its records of transactions with those of another party or to accomplish settlement of executed transactions.

Risk of Leverage and Volatility

If the Sponsor permits USABF to become leveraged investors could lose all or substantially all of their investment if USABF’s trading positions suddenly turn unprofitable.

Commodity pools’ trading positions in futures contracts or other commodity interests are typically required to be secured by the deposit of margin funds that represent only a small percentage of a futures contract’s (or other commodity interests’) entire market value. This feature permits commodity pools to “leverage” their assets by purchasing or selling futures contracts (or other commodity interests) with an aggregate value in excess of the commodity pool’s assets. While this leverage can increase the pool’s profits, relatively small adverse movements in the price of the pool’s futures contracts can cause significant losses to the pool.

Over-the-Counter Contract Risk

Currently, over-the-counter transactions are subject to little, if any, regulation.

A portion of USABF’s assets may be used to trade over-the-counter (“OTC”) Asian Commodities Interests, such as forward contracts, swaps or spot contracts. Currently, OTC contracts are typically traded on a principal-to-principal basis through dealer markets that are dominated by major money center and investment banks and other institutions and are essentially unregulated by the CFTC. Investors, therefore, do no receive the protection of CFTC regulation or the statutory scheme of the CEA in connection with this trading activity by USABF. The markets for OTC contracts primarily rely upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC on participants in the futures markets. The limited regulation in these markets could expose USABF in certain circumstances to significant losses in the event of trading abuses or financial failure by participants.

 

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USABF will be subject to credit risk with respect to counterparties to over-the-counter contracts entered into by USABF.

USABF faces the risk of non-performance by the counterparties to the OTC contracts. Unlike in futures contracts or cleared swaps, the counterparty to these contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, there will be greater counterparty credit risk in these transactions. A counterparty may not be able to meet its obligations to USABF, in which case USABF could suffer significant losses on these contracts.

If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, USABF may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. USABF may obtain only limited recovery or no recovery in such circumstances.

USABF may be subject to liquidity risk with respect to its over-the-counter transactions.

OTC contracts may have terms that make them less marketable than futures contracts or cleared swaps. OTC contracts are less marketable because they are not traded on an exchange, do not have uniform terms and conditions, and are entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, they are not transferable without the consent of the counterparty. These conditions make such contracts less liquid than standardized futures contracts traded on a commodities exchange and diminish the ability to realize the full value of such contracts. In addition, even if collateral is used to reduce counterparty credit risk, sudden changes in the value of over-the-counter transactions may leave a party open to financial risk due to a counterparty default since the collateral held may not cover a party’s exposure on the transaction in such situations.

The Dodd-Frank Act requires the CFTC and SEC to establish “both initial and variation margin requirements on all swaps that are not cleared by a registered clearing organization” (i.e., uncleared swaps). In addition, the Dodd-Frank Act provides parties who post initial margin to a swap dealer or major swap participant with a statutory right to insist that such margin be held in a segregated account with an independent custodian. At this time, the CFTC has proposed a rule addressing this statutory right of certain market participants but has not implemented any rules on this issue and has not implemented any regulations regarding the margin requirements for uncleared swaps.

Risk of Trading in International Markets

Trading in international markets could expose USABF to credit and regulatory risk.

USABF invests primarily in Futures Contracts, a significant portion of which are traded on United States exchanges. However, a portion of USABF’s trades may take place on markets and exchanges outside the United States, including those located in the United Kingdom, Canada, Dubai, or certain Asian countries. Some non-U.S. markets present risks because they are not subject to the same degree of regulation as their U.S. counterparts. The CFTC, NFA, and the domestic exchanges have little, if any, regulatory authority over the activities of any foreign boards of trade or exchanges, including the execution, delivery and clearing of transactions, and have little, if any, power to compel enforcement of the rules of a foreign board of trade or exchange or of any applicable non-U.S. laws. Similarly, the rights of market participants, such as USABF, in the event of the insolvency or bankruptcy of a non-U.S. market or broker are also likely to be more limited than in the case of U.S. markets or brokers. As a result, in these markets, USABF has less legal and regulatory protection than it does when it trades domestically.

In some of these non-U.S. markets, the performance on a futures contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation and therefore exposes USABF to credit risk. Additionally, trading on non-U.S. exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability. An adverse development with respect to any of these variables could reduce the profit or increase the loss earned on trades in the affected international markets.

 

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International trading activities subject USABF to foreign exchange risk.

The price of any non-U.S. Commodity Interest and, therefore, the potential profit and loss on such investment, may be affected by any variance in the foreign exchange rate between the time the order is placed and the time it is liquidated, offset or exercised. As a result, changes in the value of the local currency relative to the U.S. dollar may cause losses to USABF even if the contract traded is profitable.

USABF’s international trading could expose it to losses resulting from non-U.S. exchanges that are less developed or less reliable than United States exchanges.

Some non-U.S. exchanges also may be in a more developmental stage so that prior price histories may not be indicative of current price dynamics. In addition, USABF may not have the same access to certain positions on foreign trading exchanges as do local traders, and the historical market data on which the Sponsor bases its strategies may not be as reliable or accessible as it is for U.S. exchanges.

Tax Risk

An investor’s tax liability from holding Units may exceed the amount of distributions, if any, on its Units.

Cash or property will be distributed at the sole discretion of the Sponsor. The Sponsor currently does not intend to make cash or other distributions with respect to Units. Investors will be required to pay U.S. federal income tax and, in some cases, state, local, or foreign income tax, on their allocable share of USABF’s taxable income, without regard to whether they receive distributions or the amount of any distributions. Therefore, the tax liability of an investor with respect to its Units may exceed the amount of cash or value of property (if any) distributed.

An investor’s allocable share of income or loss for tax purposes may differ from its economic income or loss on its Units.

Due to the application of the assumptions and conventions applied by USABF in making allocations for tax purposes and other factors, an investor’s allocable share of USABF’s income, gain, deduction or loss for tax purposes may be different than its economic profit or loss from its Units for a taxable year. This difference could be temporary or permanent and, if permanent, could result in it being taxed on amounts in excess of its economic income.

Items of income, gain, deduction, loss and credit with respect to Units could be reallocated if the Internal Revenue Service does not accept the assumptions and conventions applied by USABF in allocating those items, with potential adverse consequences for an investor.

The U.S. tax rules pertaining to partnerships, which apply to USABF, generally were not written for, and in some respects are difficult to apply to, entities whose interests are publicly traded. The Trust applies certain assumptions and conventions in an attempt to comply with the applicable rules and to report taxable income, gains, deductions, losses and credits in a manner that generally corresponds to Unitholders’ respective interests in USABF. These assumptions and conventions may not fully comply with all aspects of the Internal Revenue Code (the “Code”) and applicable Treasury Regulations, however, and they could be successfully challenged by the IRS. If so, the Trust could be required to reallocate items of income, gain, deduction, loss or credit for tax purposes in a manner that adversely affects investors, in which case investors may be required to file an amended tax return and to pay additional taxes plus deficiency interest.

The Trust could be treated as a corporation for federal income tax purposes, which may substantially reduce the value of the Units.

In order to avoid being taxable as corporation, at least 90 percent of USABF’s annual gross income must consist of “qualifying income” as defined in the Code. There can be no assurance that the Sponsor will be able to satisfy the “qualifying income” requirement for this or future taxable years. The Trust has not requested and will not request any ruling from the IRS with respect to its classification as a partnership not

 

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taxable as a corporation for federal income tax purposes. If the IRS were to successfully assert that the Trust is taxable as a corporation for federal income tax purposes in any taxable year, rather than passing through its income, gains, losses and deductions proportionately to Unitholders, the Trust would be subject to tax on its net income for the year at corporate tax rates. In addition, although the Sponsor does not currently intend to make distributions with respect to Units, any distributions would be taxable to Unitholders as dividend income. Taxation of the Trust as a corporation could materially reduce the after-tax return on an investment in Units and could substantially reduce the value of the Units.

THE OFFERING

What is USABF?

USABF is a series of the Trust, a statutory trust organized under the laws of the State of Delaware on September 8, 2011. USABF is one of multiple series of the Trust, although additional series may be offered in the future at the Sponsor’s discretion. USABF maintains its main business office at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. USABF is a commodity pool. It operates pursuant to the terms of the Trust Agreement, which grants full management control to the Sponsor. In addition, in connection with the commencement of the offering of USABF, the Sponsor will receive 40 Sponsor’s Units in exchange for its initial capital contribution of $1,000.

USABF a series of the United States Commodity Funds Trust I, a Delaware statutory trust (the “Trust”), is a commodity pool which seeks (before fees and expenses) to have the daily changes in percentage terms of its Units’ NAV reflect the daily changes in percentage terms of the price of a basket of commodities, as measured by the changes in the daily price of the futures contract that track each of these commodities (the “Benchmark Futures Contracts”). The Asian Benchmark Commodities have been selected by the Sponsor based on either their systemic importance to Asian economies, including the three major Asian economies of China, Japan, and India, or the fact that the commodity or commodities trade on an Asian domiciled futures exchange. These commodity futures contracts may trade on regulated exchanges located in the United States, Canada, the United Kingdom, Dubai, or those domiciled in Asian countries. It is not the intent of USABF to be operated in a fashion such that its NAV will equal, in dollar terms, the spot price of any particular commodity or any particular futures contract based on any of the Asian Benchmark Commodities. It is not the intent of USABF to be operated in a fashion such that its NAV will reflect the percentage change of the price of any particular futures contract as measured over a time period greater than one day. The Sponsor does not believe that is an achievable goal due to the potential impact of backwardation and contango on returns of a portfolio of futures contracts. USABF may invest in interests other than the Benchmark Futures Contracts to comply with accountability levels and position limits. For a detailed discussion of accountability levels and position limits, see “What are Futures Contracts?”

The Asian Benchmark Commodities are selected by the Sponsor. In determining which commodities will be included in the basket, the Sponsor takes into account the percentage of global production of that commodity that occurs in Asian countries, the percentage of global consumption that occurs in Asian countries, the tendency of the Asian economies to be either net importers or net exporters of a particular commodity, as well as the size and liquidity of the regulated futures markets based on such commodities. Each commodity is assigned a base weight based on the Sponsor’s assessment of market liquidity and the commodity’s overall economic importance to Asian countries including the three major Asian economies of China, Japan, and India. The end result is a basket that the Sponsor believes will be generally reflected of Asian demand for physical commodities and which the Sponsor believes can be efficiently accessed by investing in regulated futures contracts.

As much of the selection process is based by a review of recent and historical trends of commodity production, consumption, and trading in the futures markets, there can be no assurance that the commodities selected for inclusion as Asian Benchmark Commodities will be reflective of future Asian demand or future trading liquidity.

 

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Who is the Sponsor?

The Sponsor is United States Commodity Funds LLC, a single member limited liability company that was formed in the state of Delaware on May 10, 2005. It maintains its main business office at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. The Sponsor is a wholly owned subsidiary of Wainwright Holdings, Inc., a Delaware corporation (“Wainwright”). Mr. Nicholas Gerber (discussed below) controls Wainwright by virtue of his ownership of Wainwright’s shares. Wainwright is a holding company that previously owned an insurance company organized under Bermuda law, which has been liquidated, and a registered investment advisor firm named Ameristock Corporation, which has been distributed to the Wainwright shareholders. The Sponsor is a member of the NFA and is registered with the CFTC as of December 1, 2005. The Sponsor’s registration as a CPO with the NFA was approved on December 1, 2005.

See “Prior Performance of the Sponsor and Affiliates” on page 32.

The Sponsor is required to evaluate the credit risk of USABF to the futures commission merchant, oversee the purchase and sale of USABF’s Units by certain Authorized Purchasers, review daily positions and margin requirements of USABF, and manage USABF’s investments. The Sponsor also pays the fees of the Marketing Agent, the Administrator, the Custodian, and, in connection with the initial public offering of the Units, registration fees paid to the SEC, FINRA, or any other regulatory agency, including the legal, printing, accounting and other expenses associated therewith.

The business and affairs of the Sponsor are managed by a board of directors, which is comprised of four management directors some of whom are also its executive officers (the “Management Directors”) and three independent directors who meet the independent director requirements established by the NYSE Arca Equities Rules and the Sarbanes-Oxley Act of 2002. While these independent director requirements apply to those Related Public Funds organized as limited partnerships and for which the Sponsor acts as the general partner, they technically do not apply to the Fund. Notwithstanding the foregoing, the Management Directors have the authority to manage the Trust pursuant to the Trust Agreement and Limited Liability Company Agreement, as amended from time to time. The Board has an audit committee, which is made up of three independent directors (Peter M. Robinson, Gordon L. Ellis, and Malcolm R. Fobes III). The audit committee is governed by an audit committee charter that is posted on USGO’s website. Gordon L. Ellis and Malcolm R. Fobes III meet the financial sophistication requirements of the NYSE Arca and the audit committee charter.

Mr. Nicholas Gerber and Mr. Howard Mah serve as executive officers of the Sponsor. Neither the Trust nor USABF have executive officers. The Trust’s and USABF’s affairs are generally managed by the Sponsor. The following individuals serve as Management Directors of the Sponsor.

Nicholas Gerber has been the President and CEO of the Sponsor since June 9, 2005 and a Management Director of the Sponsor since May 10, 2005. He maintains his main business office at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. He has been listed with the CFTC as a Principal of the Sponsor since November 29, 2005, as Branch Manager of the Sponsor since May 15, 2009 and registered with the CFTC as an Associated Person of the Sponsor on December 1, 2005. Mr. Gerber also served as Vice President/Chief Investment Officer of Lyon’s Gate Reinsurance Company, Ltd., a company formed to reinsure workmen’s compensation insurance, from June 2003 to December 2009. Mr. Gerber has an extensive background in securities portfolio management and in developing investment funds that make use of indexing and futures contracts. He is also the founder of Ameristock Corporation, a California-based investment adviser registered under the Investment Advisers Act of 1940, that has been sponsoring and providing portfolio management services to mutual funds since March 1995. Since August 1995, Mr. Gerber has been the portfolio manager of the Ameristock Mutual Fund, Inc. a mutual fund registered under the Investment Company Act of 1940, focused on large cap U.S. equities that, as of August 31, 2011, had $192,098,441 in assets. He has also been a Trustee for the Ameristock ETF Trust since June 2006, and served as a portfolio manager for the Ameristock/Ryan 1 Year, 2 Year, 5 Year, 10 Year and 20 Year Treasury ETF from June 2007 to June 2008 when such funds were liquidated. In these roles, Mr. Gerber has gained extensive experience in evaluating and retaining third-party service providers, including custodians, accountants,

 

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transfer agents, and distributors. Mr. Gerber has passed the Series 3 examination for associated persons. He holds an MBA in finance from the University of San Francisco and a BA from Skidmore College. Mr. Gerber is 49 years old.

In concluding that Mr. Gerber should serve as Management Director of the Sponsor, the Sponsor considered his broad business experiences in the industry including: forming and managing investment companies and commodity pools, raising capital for such entities and founding and managing non-finance related companies.

Howard Mah has been a Management Director of the Sponsor since May 10, 2005, Secretary of the Sponsor since June 9, 2005, and Chief Financial Officer of the Sponsor since May 23, 2006. He has been listed with the CFTC as a Principal of the Sponsor since November 29, 2005. In these roles, Mr. Mah is currently involved in the management of USABF and the Related Public Funds. Mr. Mah also serves as the Sponsor’s Chief Compliance Officer. He received a Bachelor of Education from the University of Alberta, in 1986 and an MBA from the University of San Francisco in 1988. He served as Secretary and Chief Compliance Officer of the Ameristock ETF Trust from February 2007 until June 2008 when the trust was liquidated, Chief Compliance Officer of Ameristock Corporation since January 2001; a tax and finance consultant in private practice since January 1995, Secretary of Ameristock Mutual Fund since June 1995 and Ameristock Focused Value Fund from December 2000 to January 2005; Chief Compliance Officer of Ameristock Mutual Fund since August 2004 and the Co-Portfolio Manager of the Ameristock Focused Value Fund from December 2000 to January 2005. Mr. Mah is 47 years old.

In concluding that Mr. Mah should serve as Management Director of the Sponsor, the Sponsor considered his background in accounting and finance, as well as his experience as Chief Compliance Officer for the Sponsor and Ameristock Corporation.

Andrew F. Ngim has been a Management Director of the Sponsor since May 10, 2005 and Treasurer of the Sponsor since June 9, 2005. He has been listed with the CFTC as a Principal of the Sponsor since November 29, 2005. As Treasurer of the Sponsor, Mr. Ngim is currently involved in the management of USABF and the Related Public Funds. He received a Bachelor of Arts from the University of California at Berkeley in 1983. Mr. Ngim has been Ameristock Corporation’s Managing Director since January 1999 and co-portfolio manager of Ameristock Corporation since January 2000, Trustee of the Ameristock ETF Trust since February 2007, and served as a portfolio manager for the Ameristock/Ryan 1 Year, 2 Year, 5 Year, 10 Year and 20 Year Treasury ETF from June 2007 to June 2008 when such funds were liquidated. Mr. Ngim is 51 years old.

In concluding that Mr. Ngim should serve as Management Director of the Sponsor, the Sponsor considered his broad career in the financial services industry as well as experience as co-Portfolio Manager of the Ameristock Mutual Fund.

Robert L. Nguyen has been a Management Director of the Sponsor since May 10, 2005. He has been listed with the CFTC as a Principal of the Sponsor since November 29, 2005 and registered with the CFTC as an Associated Person on November 9, 2007. As a Management Director of the Sponsor, Mr. Nguyen is currently involved in the management of USABF and the Related Public Funds. He received a Bachelor of Science from California State University Sacramento in 1981. Mr. Nguyen has been the Managing Principal of Ameristock Corporation since January 2000. Mr. Nguyen is 52 years old.

In concluding that Mr. Nguyen should serve as Management Director of the Sponsor, the Sponsor considered his background in the financial services industry as well as his experience in leading the marketing efforts for Ameristock Corporation.

The following individuals provide significant services to USABF and are employed by the Sponsor.

 

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John P. Love has acted as the Portfolio Operations Manager for the Related Public Funds since January 2006 and, effective March 1, 2010, became the Senior Portfolio Manager for the Related Public Funds. He is expected to be Senior Portfolio Manager for USMI, USAI and USCUI, if such funds commence operations. Mr. Love is also employed by the Sponsor. He has been listed with the CFTC as a Principal of the Sponsor since January 17, 2006. Mr. Love also served as the operations manager of Ameristock Corporation from October 2002 to January 2007, where he was responsible for back office and marketing activities for the Ameristock Mutual Fund and Ameristock Focused Value Fund and for the firm in general. Mr. Love holds a Series 3 license and was registered with the CFTC as an Associated Person of the Sponsor from December 1, 2005 through April 16, 2009. Mr. Love has passed the Level I and Level II Chartered Financial Analyst examinations. He is a graduate of the University of Southern California. Mr. Love is 40 years old.

John T. Hyland , CFA acts as a Portfolio Manager and as the Chief Investment Officer for the Sponsor. Mr. Hyland is employed by the Sponsor. He registered with the CFTC as an Associated Person of the Sponsor on December 1, 2005, and has been listed with the CFTC as a Principal of the Sponsor since January 17, 2006. Mr. Hyland became the Portfolio Manager for USOF, USNG, US12OF, UGA, USHO, USSO, US12NG, USBO, USCI and USMI, USAI and USCUI in April 2006, April 2007, December 2007, February 2008, April 2008, September 2009, November 2009, June 2010, August 2010 and October 2011, respectively, and as Chief Investment Officer of the Sponsor since January 2008. It is anticipated that Mr. Hyland will act in such capacity on behalf of the Sponsor for the Trust and USABF, if USABF commences operations. As part of his responsibilities for USABF and the Related Public Funds, Mr. Hyland handles day-to-day trading, helps set investment policies, and oversees USABF’s and the Related Public Funds’ activities with their futures commission brokers, custodian-administrator, and marketing agent. Mr. Hyland has an extensive background in portfolio management and research with both equity and fixed income securities, as well as in the development of new types of complex investment funds. In July 2001, Mr. Hyland founded Towerhouse Capital Management, LLC, a firm that, through December 2009, provided portfolio management and new fund development expertise to non-U.S. institutional investors. Since January 2010, Towerhouse Capital Management has been inactive. Mr. Hyland was a Principal for Towerhouse in charge of portfolio research and product development regarding U.S. and non-U.S. real estate related securities. Mr. Hyland received his Chartered Financial Analyst (“CFA”) designation in 1994. Mr. Hyland is a member of the CFA Institute (formerly AIMR) and is a member and former president of the CFA Society of San Francisco. He is also a member of the National Association of Petroleum Investment Analysts, a not-for-profit organization of investment professionals focused on the oil industry. He is a graduate of the University of California, Berkeley. Mr. Hyland is 52 years old.

Ray W. Allen acts as Portfolio Operations Manager for USOF, US12OF, USSO and USBO. He has been employed by the Sponsor since January 14, 2008. He holds a Series 3 license and registered with the CFTC as an Associated Person of the Sponsor on March 25, 2008. He has been listed with the CFTC as a Principal of the Sponsor since March 18, 2009. Mr. Allen’s responsibilities include daily trading and operations for USOF, US12OF, USSO and USBO. Mr. Allen also acted as a Portfolio Operations Manager for UGA, USHO and US12NG until March 1, 2010. In addition, from February 2002 to October 2007, Mr. Allen was responsible for analyzing and evaluating the creditworthiness of client companies at Marble Bridge Funding Group Inc., in Walnut Creek, CA. Marble Bridge Funding Group Inc. is a commercial finance company providing capital to entrepreneurial companies. Mr. Allen received a BA in Economics from the University of California at Berkeley in 1980. Mr. Allen is 54 years old.

The following individuals serve as independent directors of the Sponsor.

Peter M. Robinson has been an independent director of the Sponsor since September 30, 2005 and, as such, serves on the Board of the Sponsor, which acts on behalf of the Related Public Funds. He has been listed with the CFTC as a Principal of the Sponsor since December 2005. Mr. Robinson has been employed as a Research Fellow with the Hoover Institution since 1993. The Hoover Institution is a public policy think tank located on the campus of Stanford University. Mr. Robinson graduated from Dartmouth College in 1979 and

 

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Oxford University in 1982. Mr. Robinson received an MBA from the Stanford University Graduate School of Business. Mr. Robinson has also written three books and has been published in the New York Times, Red Herring, and Forbes ASAP and he is the editor of Can Congress Be Fixed?: Five Essays on Congressional Reform (Hoover Institution Press, 1995). Mr. Robinson is 54 years old.

In concluding that Mr. Robinson should serve as independent director of the Sponsor, the Sponsor considered his broad experience in the United States government, including his employment at the Securities and Exchange Commission, and his knowledge of and insight into public policy.

Gordon L. Ellis has been an independent director of the Sponsor since September 30, 2005 and, as such, serves on the Board of the Sponsor, which acts on behalf of the Related Public Funds. He has been listed with the CFTC as a Principal of the Sponsor since November 2005. Mr. Ellis has been Chairman of International Absorbents, Inc., a holding company of Absorption Corp., since July 1988, President and Chief Executive Officer since November 1996 and a Class I Director of the company since July 1985. Mr. Ellis is also a director of Absorption Corp., International Absorbents, Inc.’s wholly owned subsidiary which is engaged in developing, manufacturing and marketing a wide range of animal care and industrial absorbent products. Mr. Ellis is a director/trustee of Polymer Solutions, Inc., a former publicly-held company that sold all of its assets effective as of February 3, 2004 and is currently winding down its operations and liquidating following such sale. Polymer Solutions previously manufactured paints, coatings, stains and primers for wood furniture manufacturers. Mr. Ellis is a professional engineer with an MBA in international finance. Mr. Ellis is 64 years old.

In concluding that Mr. Ellis should serve as independent director of the Sponsor, the Sponsor considered his experience serving as the Chairman and Chief Executive Officer of a former publicly traded corporation as well as his experience as an entrepreneur.

Malcolm R. Fobes III has been an independent director of the Sponsor since September 30, 2005 and, as such, serves on the Board of the Sponsor, which acts on behalf of the Related Public Funds. He has been listed with the CFTC as a Principal of the Sponsor since November 2005. Mr. Fobes is the founder, Chairman and Chief Executive Officer of Berkshire Capital Holdings, Inc., a California-based investment adviser registered under the Investment Advisers Act of 1940, that has been sponsoring and providing portfolio management services to mutual funds since June 1997. Since June 1997, Mr. Fobes has been the Chairman and President of The Berkshire Funds, a mutual fund investment company registered under the Investment Company Act of 1940. Mr. Fobes also serves as portfolio manager of the Berkshire Focus Fund, a mutual fund registered under the Investment Company Act of 1940, which concentrates its investments in the electronic technology industry. From April 2000 to July 2006, Mr. Fobes also served as co-portfolio manager of The Wireless Fund, a mutual fund registered under the Investment Company Act of 1940, which concentrates its investments in companies engaged in the development, production, or distribution of wireless-related products or services. In these roles, Mr. Fobes has gained extensive experience in evaluating and retaining third-party service providers, including custodians, accountants, transfer agents, and distributors. Mr. Fobes was also contributing editor of Start a Successful Mutual Fund: The Step-by-Step Reference Guide to Make It Happen (JV Books, 1995). Mr. Fobes holds a B.S. degree in Finance and Economics from San Jose State University in California. Mr. Fobes is 47 years old.

In concluding that Mr. Fobes should serve as independent director of the Sponsor, the Sponsor considered his background as founder, Chairman and Chief Executive Officer of a registered investment adviser as well as Chairman, President, Chief Financial Officer and Portfolio Manager of a mutual fund investment company.

The following are individual Principals, as that term is defined in CFTC Rule 3.1, for the Sponsor: Nicholas Gerber, Melinda Gerber, the Gerber Family Trust, the Nicholas and Melinda Gerber Living Trust, Howard Mah, Andrew Ngim, Robert Nguyen, Peter Robinson, Gordon Ellis, Malcolm Fobes, John Love, Ray Allen, John Hyland, Wainwright Holdings Inc. and Margaret Johnson. These individuals are Principals due to their

 

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positions, however, Nicholas Gerber and Melinda Gerber are also Principals due to their controlling stake in Wainwright. None of the Principals owns or has any other beneficial interest in USABF other than as described in the section of this prospectus entitled “Securities Ownership of Certain Beneficial Owners and Management.” Nicholas Gerber and John Hyland make trading and investment decisions for USABF. Nicholas Gerber and John Hyland execute trades on behalf of USABF. In addition, Nicholas Gerber, John Hyland, Robert Nguyen, Ray Allen and Kyle Balough are registered with the CFTC as Associated Persons of the Sponsor and are NFA Associate Members.

Contributions to USABF

The Sponsor contributed $1,000 to USABF on September 27, 2011, representing an initial contribution of capital to the pool. In order to satisfy NYSE Arca listing standards that at least 100,000 Units of each Fund be outstanding, the Sponsor intends to purchase the initial Creation Basket of USABF. The Sponsor received 40 Units of USABF that were in exchange for the previously received capital contribution, representing a beneficial interest in the pool. See also “The Offer — What is the Plan of Distribution — Marketing Agent and Authorized Purchasers” for a description of the Sponsor’s ability to purchase one of the Creation Baskets of each Fund from the initial Authorized Purchaser at the initial offering price of the Units of such Fund and hold it for an indefinite period of time.

Executive Compensation and Fees to the Sponsor

USABF does not directly compensate any of the executive officers noted above. The executive officers noted above are compensated by the Sponsor for the work they perform on behalf of USABF and other entities controlled by the Sponsor. USABF does not reimburse the Sponsor for, nor does it set the amount or form of any portion of, the compensation paid to the executive officers by the Sponsor. USABF pays fees to the Sponsor pursuant to the Trust Agreement under which it is obligated to pay the Sponsor an annualized fee of 0.90% of its average net assets.

Director Compensation

The following table sets forth compensation earned during the year ended December 31, 2010, by the directors of USCF. USABF did not pay any portion of the aggregate fees to the directors for the year ended December 31, 2010 since USABF has not commenced operations.

 

Name

   Fees
Earned

or
Paid in
Cash
     Stock
Awards
     Option
Awards
     Non-Equity
Incentive Plan
Compensation
     Change in
Pension
Value  and
Nonqualified
Deferred
Compensation
Plan
     All Other
Compensation
     Total  

Management Directors

                    

Nicholas Gerber

   $ 0         NA         NA         NA       $ 0       $ 0       $ 0   

Andrew F. Ngim

   $ 0         NA         NA         NA       $ 0       $ 0       $ 0   

Howard Mah

   $ 0         NA         NA         NA       $ 0       $ 0       $ 0   

Robert L. Nguyen

   $ 0         NA         NA         NA       $ 0       $ 0       $ 0   

Independent Directors

                    
Peter M. Robinson    $ 101,000         NA         NA         NA       $ 0       $ 200,000       $ 301,000   
Gordon L. Ellis    $ 102,000         NA         NA         NA       $ 0       $ 200,000       $ 302,000   
Malcolm R. Fobes III(1)    $ 122,000         NA         NA         NA       $ 0       $ 240,000       $ 362,000   

 

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(1) Mr. Fobes serves as chairman of the audit committee of the Sponsor and receives additional compensation in recognition of the additional responsibilities he has undertaken in this role.
(2) Amounts accrued for each independent director pursuant to the deferred compensation agreements between the independent directors, the Sponsor and USOF, USNG, US12OF, UGA, USHO, USSO, US12NG and USBO.

Prior Performance of the Sponsor and Affiliates

The Sponsor is also currently the general partner of the Related Public Funds. Each of the Sponsor and the Related Public Funds is located in California. The Sponsor manages USABF and the Related Public Funds. Each of the Related Public Funds is a commodity pool that issues units traded on the NYSE Arca. The chart below shows, as of July 31, 2011, the net assets, the number of Authorized Purchasers, the total number of Creation Baskets and Redemption Baskets since inception and the number of outstanding units for each of the Related Public Funds.

 

     Number of
Authorized
Purchasers
     Baskets
Purchased
(Number of
Units)
     Baskets
Redeemed
(Number of
Units)
     Outstanding
Units
 

USOF

     22         6.365         6,050         31,500,000   

USNG

     17         10,141         6,296         158,197,828   

US12OF

     10         106         57         4,900,000   

UGA

     12         71         47         2,400,000   

USHO

     11         9         7         200,000   

US12NG

     6         19         8         1,100,000   

USSO

     12         11         8         300,000   

USBO

     6         12         7         500,000   

USCI

     5         80         6         7,400,000   

The ability of each of the Related Public Funds to track its benchmark futures contract or index from inception to July 31, 2011, is presented below.

Since the commencement of the offering of USOF units to the public on April 10, 2006 to July 31, 2011, the simple average daily change in its benchmark oil futures contract was -0.017%, while the simple average daily change in the NAV of USOF over the same time period was -0.014%. The average daily difference was -0.003% (or -0.3 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the benchmark oil futures contract, the average error in daily tracking by the NAV was 0.946%, meaning that over this time period USOF’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

 

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Since the offering of USNG units to the public on April 18, 2007 to July 31, 2011, the simple average daily change in its benchmark futures contract was -0.162% while the simple average daily change in the NAV of USNG over the same time period was -0.162%. The average daily difference was 0.000%. As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was -0.225%, meaning that over this time period USNG’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the of the offering of USHO units to the public on April 9, 2008 to July 31, 2011, the simple average daily change in its benchmark futures contract was -0.011%, while the simple average daily change in the NAV of USHO over the same time period was -0.012%. The average daily difference was -0.001% (or -0.1 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was -0.611%, meaning that over this time period USHO’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the of the offering of US12OF units to the public on December 6, 2007 to July 31, 2011, the simple average daily change in the average price of its benchmark futures contracts was -0.013%, while the simple average daily change in the NAV of US12OF over the same time period was X-0.013%. The average daily difference was -0.001% (or -0.1 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the average price of the benchmark futures contracts, the average error in daily tracking by the NAV was -0.232%, meaning that over this time period US12OF’s tracking error was within the plus or minus XX% range established as its benchmark tracking goal.

Since the of the offering of UGA units to the public on February 26, 2008 to July 31, 2011, the simple average daily change in its benchmark futures contract was 0.045%, while the simple average daily change in the NAV of UGA over the same time period was 0.043%. The average daily difference was -0.002% (or -0.2 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was 0.542%, meaning that over this time period UGA’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the of the offering of USSO units to the public on September 24, 2009 to July 31, 2011, the inverse of the simple average daily change in its benchmark futures contract was -0.030%, while the simple average daily change in the NAV of USSO over the same time period was -0.035%. The average daily difference was -0.005% (or -0.5 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the inverse of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was 1.54%, meaning that over this time period USSO’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the of the offering of US12NG units to the public on November 18, 2009 to July 31, 2011, the simple average daily change in the average price of its benchmark futures contracts was -0.092%, while the simple average daily change in the NAV of US12NG over the same time period was -0.096%. The average daily difference was -0.004% (or -0.4 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the average price of the benchmark futures contracts, the average error in daily tracking by the NAV was -0.533%, meaning that over this time period US12NG’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

 

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Since the of the offering of USBO units to the public on June 2, 2010 to July 31, 2011, the simple average daily change in its benchmark futures contract was 0.170%, while the simple average daily change in the NAV of USBO over the same time period was 0.166%. The average daily difference was -0.004% (or -0.4 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was 1.052%, meaning that over this time period USBO’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the of the offering of USCI units to the public on August 10, 2010 to July 31, 2011, the simple average daily change in the Commodity Index was 0.127%, while the simple average daily change in the NAV of USCI over the same time period was 0.122%. The average daily difference was -0.005% (or -0.5 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the Commodity Index, the average error in daily tracking by the NAV was -0.201%, meaning that over this time period USCI’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

The table below shows the relationship between the trading prices of the units of each of the Related Public Funds and the daily NAV of such fund, since inception through July 31, 2011. The first row shows the average amount of the variation between the Related Public Fund’s closing market price and NAV, computed on a daily basis since inception, while the second and third rows depict the maximum daily amount of the end of day premiums and discounts to NAV since inception, on a percentage basis. Management of the Sponsor believes that maximum and minimum end of day premiums and discounts typically occur because trading in the units continues on the NYSE Arca until 4:00 p.m. New York time while regular trading in the benchmark futures contract on the NYMEX ceases at 2:30 p.m. New York time and the value of the relevant benchmark futures contract, for purposes of determining its end of day NAV, can be determined at that time. One known exception to this conclusion were the premiums on trading in USNG units that occurred between July 8, 2009 and September 28, 2009, when USNG suspended the issuance of Creation Baskets as a result of regulatory concern relating to the size of USNG’s positions in the natural gas futures and cleared swap markets, and there was continued demand for such units and other similar natural gas futures linked investments in the market.

 

     USOF     USNG     US12OF     UGA     USHO     USSO     US12NG     USBO     USCI  

Average

   $ (0.00 )   $ 0.13      $ (0.04 )   $ 0.00      $ 0.00      $ (0.00 )   $ 0.00      $ (0.07 )   $ 0.10   

Difference

     42        09        81        48        46        60        85        00        00   

Max Premium %

     3.88 %     9.47 %     4.11 %     6.29 %     5.75 %     2.97 %     3.19 %     2.06 %     2.03 %

Max Discount %

     -4.51 %     -2.42 %     -9.72 %     -4.50 %     -3.85 %     3.41 %     -6.52 %     -3.13 %     -1.15 %

For more information on the performance of the Related Public Funds, see the Performance Tables below.

PERFORMANCE OF THE RELATED PUBLIC FUNDS

USOF:

COMPOSITE PERFORMANCE DATA FOR USOF

Name of Pool: United States Oil Fund, LP

Type of Pool: Public, Exchange-Listed Commodity Pool

Inception of Trading: April 10, 2006

Aggregate Gross Capital Subscriptions as of July 31, 2011: $30,272,128,596

Net Asset Value as of July 31, 2011: $1,176,137,715

Net Asset Value per Unit as of July 31, 2011: $37.34

Worst Monthly Drawdown: October 2008 (31.57)%

Worst Peak-to-Valley Drawdown: June 2008-February 2009 (75.84)%

Number of Unitholders (as of December 31, 2010): 176,111

 

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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 

      Rates of Return*  

Month

   2006     2007     2008     2009     2010     2011  

January

     —          (6.55 )%     (4.00 )%     (14.60 )%     (8.78 )%     (0.62 )%

February

     —          5.63 %     11.03 %     (6.55 )%     8.62 %     1.21 %

March

     —          4.61 %     0.63 %     7.23 %     4.61 %     8.78 %

April

     3.47 %**      (4.26 )%     12.38 %     (2.38 )%     2.04 %     6.12 %

May

     (2.91 )%     (4.91 )%     12.80 %     26.69 %     (17.96 )%    

 

(10.43

(7.65

)% 

)%

June

     3.16 %     9.06 %     9.90 %     4.16 %     0.47 %     (0.24 )%

July

     (0.50 )%     10.57 %     (11.72 )%     (2.30 )%     3.57 %  

August

     (6.97 )%     (4.95 )%     (6.75 )%     (1.98 )%     (9.47 )%  

September

     (11.72 )%     12.11 %     (12.97 )%     0.25 %     8.97 %  

October

     (8.45 )%     16.98 %     (31.57 )%     8.43 %     0.89 %  

November

     4.73 %     (4.82 )%     (20.65 )%     (0.51 )%     2.53 %  

December

     (5.21 )%     8.67 %     (22.16 )%     (0.03 )%     8.01 %  

Annual Rate of Return

     (23.03 )%     46.17 %     (54.75 )%     14.14 %     (0.49 )%     (4.18 )%*** 

 

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from April 10, 2006.
*** Through July 31, 2011.

Draw-down: Losses experienced by the fund over a specified period. Draw-down is measured on the basis of monthly returns only and does not reflect intra-month figures.

Worst Monthly Percentage Draw-down: The largest single month loss sustained since inception of trading.

Worst Peak-to-Valley Draw-down: The largest percentage decline in the NAV per unit over the history of the fund. 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 Draw-down represents the greatest percentage decline from any month-end NAV per unit that occurs without such month-end NAV per unit being equaled or exceeded as a subsequent month-end. For example, if the NAV per unit 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 draw-down” analysis conducted as of the end of April would consider that “draw-down” to be still continuing and to be $3 in amount whereas if the NAV per unit had increased by $2 in March, the January-February draw-down would have ended as of the end of February at the $2 level.

 

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USNG:

COMPOSITE PERFORMANCE DATA FOR USNG

Name of Pool: United States Natural Gas Fund, LP

Type of Pool: Public, Exchange-Listed Commodity Pool

Inception of Trading: April 18, 2007

Aggregate Gross Capital Subscriptions as of July 31, 2011: $13,337,773,445

Net Asset Value as of July 31, 2011: $1,657,731,277

Net Asset Value per Unit as of July 31, 2011: $10.48

Worst Monthly Drawdown: July 2008 (32.13)%

Worst Peak-to-Valley Drawdown: June 2008-July 2011 (91.64)%

Number of Unitholders (as of December 31, 2010): 393,887

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 

     Rates of Return*  

Month

   2007     2008     2009     2010     2011  

January

     —          8.87 %     (21.49 )%     (7.65 )%     (0.17 )%

February

     —          15.87 %     (5.47 )%     (6.02 )%     (10.02 )%

March

     —          6.90 %     (11.81 )%     (21.05 )%     6.68

April

     4.30 %**      6.42 %     (13.92 )%     (0.87 )%     5.39 %

May

     (0.84 )%     6.53 %     10.37 %     8.19 %     (2.23 )%

June

     (15.90 )%     13.29 %     (4.63 )%     5.14 %     (7.00 )%

July

     (9.68 )%     (32.13 )%     (8.70 )%     6.43 %     (4.9 )%

August

     (13.37 )%     (13.92 )%     (27.14 )%     (22.95 )%  

September

     12.28 %     (9.67 )%     26.03 %     (3.13 )%  

October

     12.09 %     (12.34 )%     (13.31 )%     (5.83 )%  

November

     (16.16 )%     (6.31 )%     (11.86 )%     (1.37 )%  

December

     0.75 %     (14.32 )%     13.91 %     4.53 %  

Annual Rate of Return

     (27.64 )%     (35.68 )%     (56.73 )%     (40.42 )%     (12.67 )%*** 

 

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from April 18, 2007.
*** Through July 31, 2011.

For a definition of Drawdown, please see text below “Composite Performance Data for USOF.”

 

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US12OF:

COMPOSITE PERFORMANCE DATA FOR US12OF

Name of Pool: United States 12 Month Oil Fund, LP

Type of Pool: Public, Exchange-Listed Commodity Pool

Inception of Trading: December 6, 2007

Aggregate Gross Capital Subscriptions as of July 31, 2011: $357,382,592

Net Asset Value as of July 31, 2011: $213,648,286

Net Asset Value per Unit as of July 31, 2011: $43.60

Worst Monthly Drawdown: October 2008 (29.59)%

Worst Peak-to-Valley Drawdown: June 2008-February 2009 (66.97)%

Number of Unitholders (as of December 31, 2010): 13,837

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 

      Rates of Return*  

Month

   2007     2008     2009     2010     2011  

January

     —          (2.03 )%     (7.11 )%     (8.40 )%     3.38 %

February

     —          10.48 %     (4.34 )%     6.73 %     1.89 %

March

     —          (0.66 )%     9.22 %     4.16 %     7.30

April

     —          11.87 %     (1.06 )%     6.37 %     5.94 %

May

     —          15.47 %     20.40 %     (15.00 )%     (8.91 )%

June

     —          11.59 %     4.51 %     (1.00 )%     (6.43 )%

July

     —          (11.39 )%     1.22 %     4.16 %     (0.43 )%

August

     —          (6.35 )%     (2.85 )%     (5.92 )%  

September

     —          (13.12 )%     (0.92 )%     7.02 %  

October

     —          (29.59 )%     8.48 %     (0.05 )%  

November

     —          (16.17 )%     2.31 %     1.86 %  

December

     8.46 %**      (12.66 )%     (1.10 )%     9.10 %  

Annual Rate of Return

     8.46 %     (42.39 )%     29.23 %     6.29 %     1.61 %*** 

 

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from December 6, 2007.
** Through July 31, 2011.

For a definition of Drawdown, please see text below “Composite Performance Data for USOF.”

 

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UGA:

COMPOSITE PERFORMANCE DATA FOR UGA

Name of Pool: United States Gasoline Fund, LP

Type of Pool: Public, Exchange-Listed Commodity Pool

Inception of Trading: February 26, 2008

Aggregate Gross Capital Subscriptions as of July 31, 2011: $252,191,077

Net Asset Value as of July 31, 2011: $125,819,050

Net Asset Value per Unit as of July 31, 2011: $52.42

Worst Monthly Drawdown: October 2008 (38.48)%

Worst Peak-to-Valley Drawdown: June 2008-December 2008 (69.02)%

Number of Unitholders (as of December 31, 2010): 23,115

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 

     Rates of Return*  

Month

   2008     2009     2010     2011  

January

     —          16.23 %     (7.47 )%     2.19 %

February

     (0.56 )%**      0.26 %     7.33 %     9.52 %

March

     (2.39 )%     2.59 %     5.42 %     7.16 %

April

     10.94 %     2.07 %     3.15 %     10.45 %

May

     15.60 %     30.41 %     (15.54 )%     (9.21 )%

June

     4.80 %     1.65 %     1.93 %     (0.99 )%

July

     (12.79 )%     6.24 %     2.95 %     4.67 %

August

     (3.88 )%     (3.71 )%     (10.42 )%  

September

     (9.36 )%     (3.38 )%     9.45 %  

October

     (38.48 )%     10.96 %     2.19 %  

November

     (21.35 )%     1.00 %     8.19 %  

December

     (15.72 )%     0.55 %     11.33 %  

Annual Rate of Return

     (59.58 )%     80.16 %     15.52 %     24.63 %*** 

 

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from February 26, 2008.
** Through July 31, 2011.

For a definition of Drawdown, please see text below “Composite Performance Data for USOF.”

 

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Performance of USHO

COMPOSITE PERFORMANCE DATA FOR USHO

Name of Pool: United States Heating Oil Fund, LP

Type of Pool: Public, Exchange-Listed Commodity Pool

Inception of Trading: April 9, 2008

Aggregate Gross Capital Subscriptions as of July 31, 2011: $30,497,990

Net Asset Value as of July 31, 2011: $7,072,902

Net Asset Value per Unit as of July 31, 2011: $35.36

Worst Monthly Drawdown: October 2008 (28.63)%

Worst Peak-to-Valley Drawdown: June 2008-February 2009 (69.17)%

Number of Unitholders (as of December 31, 2010): 2,539

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 

     Rates of Return*  

Month

   2008     2009     2010     2011  

January

     —          0.05 %     (10.17 )%     7.58 %

February

     —          (11.34 )%     5.78 %     6.98 %

March

     —          6.73 %     6.42 %     5.45 %

April

     2.84 %**      (3.85 )%     5.13 %     4.75 %

May

     15.93 %     23.13 %     (14.14 )%     (7.17 )%

June

     5.91 %     4.55 %     (0.40 )%     (4.01 )%

July

     (12.18 )%     0.39 %     2.48 %     4.68 %

August

     (8.41 )%     (2.71 )%     (5.88 )%  

September

     (9.77 )%     (0.48 )%     12.75 %  

October

     (28.63 )%     7.60 %     (2.20 )%  

November

     (18.38 )%     0.19 %     2.97 %  

December

     (17.80 )%     2.23 %     8.75 %  

Annual Rate of Return

     (56.12 )%     25.52 %     8.28 %     18.58 %*** 

 

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from April 9, 2008
** Through July 31, 2011

For a definition of draw-down, please see text below “Composite Performance Data for USOF.”

 

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USSO:

COMPOSITE PERFORMANCE DATA FOR USSO

Name of Pool: United States Short Oil Fund, LP

Type of Pool: Public, Exchange-Listed Commodity Pool

Inception of Trading: September 24, 2009

Aggregate Gross Capital Subscriptions as of July 31, 2011: $48,255,371

Net Asset Value as of July 31, 2011: $11,784,780

Net Asset Value per Unit as of July 31, 2011: $39.27

Worst Monthly Drawdown: February 2010 (8.94)%

Worst Peak-to-Valley Drawdown: August 2010 – April 2011 (33.26)%

Number of Unitholders (as of December 31, 2010): 1,389

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 

     Rates of Return*  

Month

   2009     2010     2011  

January

       9.05 %     (0.64 )%

February

       (8.94 )%     (1.94 )%

March

       (4.92 )%     (8.89 )%

April

       (2.50 )%     (6.27 )%

May

       20.18 %     9.28 %

June

       (1.42 )%     7.21 %

July

       (4.17 )%     (0.30 )%

August

       9.61 %  

September

     (2.90 )%**      (8.75 )%  

October

     (8.65 )%     (1.59 )%  

November

     (0.25 )%     (3.18 )%  

December

     (0.57 )%     (7.74 )%  

Annual Rate of Return

     (12.02 )%     (8.12 )%     (2.82 )%*** 

 

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from September 24, 2009.
** Through July 31, 2011.

For a definition of Drawdown, please see text below “Composite Performance Data for USOF.”

 

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US12NG:

COMPOSITE PERFORMANCE DATA FOR US12NG

Name of Pool: United States 12 Month Natural Gas Fund, LP

Type of Pool: Public, Exchange-Listed Commodity Pool

Inception of Trading: November 18, 2009

Aggregate Gross Capital Subscriptions as of July 31, 2011: $81,572,038

Net Asset Value as of July 31, 2011: $33,931,998

Net Asset Value per Unit as of July 31, 2011: $30.85

Worst Monthly Drawdown: March 2010 (15.47)%

Worst Peak-to-Valley Drawdown: January 2010 – July 2011 (42.63)%

Number of Unitholders (as of December 31, 2010): 4,575

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 

     Rates of Return*  

Month

   2009     2010     2011  

January

       (5.93 )%     (0.68 )%

February

       (5.18 )%     (6.49 )%

March

       (15.47 )%     5.32 %

April

       0.07 %     3.53 %

May

       3.11 %     (2.23 )%

June

       1.27 %     (6.11 )%

July

       (0.05 )%     (5.28 )%

August

       (13.53 )%  

September

       (6.23 )%  

October

       (1.78 )%  

November

     (0.02 )%**      (0.92 )%  

December

     7.56 %     4.88 %  

Annual Rate of Return

     7.54 %     (34.83 )%     (11.96 )%*** 

 

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from November 18, 2009.
*** Through July 31, 2011.

For a definition of Drawdown, please see text below “Composite Performance Data for USOF.”

 

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USBO:

COMPOSITE PERFORMANCE DATA FOR USBO

Name of Pool: United States Brent Oil Fund, LP

Type of Pool: Public, Exchange-Listed Commodity Pool

Inception of Trading: June 2, 2010

Aggregate Gross Capital Subscriptions as of July 31, 2011: $84,125,512

Net Asset Value as of July 31, 2011: $30,013,549

Net Asset Value per Unit as of July 31, 2011: $70.03

Worst Monthly Drawdown: May 2011 (7.17)%

Worst Peak-to-Valley Drawdown: April 2011 – June 2011 (10.33)%

Number of Unitholders (as of December 31, 2010): 141

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 

     Rates of Return*  

Month

   2010     2011  

January

     —          6.61 %

February

     —          10.42 %

March

     —          4.92 %

April

     —          7.44 %

May

     —          (7.17 )%

June

     1.94 %**      (3.40 )%

July

     3.83 %     3.94 %

August

     (4.84 )%  

September

     9.79 %  

October

     0.61 %  

November

     3.00 %  

December

     10.09 %  

Annual Rate of Return

     26.16 %     23.70 %*** 

 

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
* Partial from June 2, 2010.
* Through July 31, 2011.

For a definition of Drawdown, please see text below “Composite Performance Data for USOF.”

 

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USCI:

COMPOSITE PERFORMANCE DATA FOR USCI

Name of Pool: United States Commodity Index Fund

Type of Pool: Public, Exchange-Listed Commodity Pool

Inception of Trading: August 10, 2010

Aggregate Gross Capital Subscriptions as of July 31, 2011: $531,590,095

Net Asset Value as of July 31, 2011: $491,470,192

Net Asset Value per Unit as of July 31, 2011: $66.41

Worst Monthly Drawdown: May 2011 (5.77)%

Worst Peak-to-Valley Drawdown: April 2011 – June 2011 (10.46)%

Number of Unitholders (as of December 31, 2010): 5,456

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 

     Rates of Return*  

Month

   2010     2011  

January

     —          4.01 %

February

     —          5.27 %

March

     —          (0.14 )%

April

     —          1.89 %

May

     —          (5.77 )%

June

     —          (5.03 )%

July

     —          3.52 %

August

     (0.04 )%**   

September

     8.38 %  

October

     6.31 %  

November

     0.76 %  

December

     10.93 %  

Annual Rate of Return

     28.74 %     3.22 %*** 

 

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from August 10, 2010.
** Through July 31, 2011.

For a definition of Drawdown, please see text below “Composite Performance Data for USOF.”

Other Related Commodity Trading and Investment Management Experience

Until December 31, 2009, Ameristock Corporation was an affiliate of the Sponsor. Ameristock Corporation is a California-based registered investment advisor registered under the Investment Advisors Act of 1940, as amended, that has been sponsoring and providing portfolio management services to mutual funds since 1995. Ameristock Corporation is the investment adviser to the Ameristock Mutual Fund, Inc., a mutual fund registered under the Investment Company Act of 1940 that focuses on large cap U.S. equities that had $192,098,441 in assets as of August 31, 2011. Ameristock Corporation was also the investment advisor to the Ameristock ETF Trust, an open-end management investment company registered under the 1940 Act that consisted of five separate investment portfolios, each of which sought investment results, before fees and expenses, that corresponded generally to the price and yield performance of a particular U.S. Treasury securities index owned and compiled by Ryan Holdings LLC and Ryan ALM, Inc. The Ameristock ETF Trust has liquidated each of its investment portfolios and has wound up its affairs.

 

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Who is the Trustee?

The sole Trustee of the Trust is Wilmington Trust National Association, a national banking association. The Trustee’s principal offices are located at 1100 North Market Street, Wilmington, Delaware 19890-0001. The Trustee is unaffiliated with the Sponsor. The Trustee’s duties and liabilities with respect to the offering of Units and the management of the Trust and USABF are limited to its express obligations under the Trust Agreement.

The Trustee will accept service of legal process on the Trust 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 Sponsor or the Unitholders. The Trustee is permitted to resign upon at least sixty (60) days’ notice to the Sponsor. If no successor trustee has been appointed by the Sponsor within such sixty-day period, the Trustee may, at the expense of the Trust, petition a court to appoint a successor. The Trustee is entitled to reasonable compensation for its services from the Sponsor or an affiliate of the Sponsor (including the Trust), and is indemnified by the Sponsor against any expenses it incurs relating to or arising out of the formation, operation or termination of the Trust, or any action or inaction of the Trustee under the Trust Agreement, except to the extent that such expenses result from the gross negligence or willful misconduct of the Trustee. The Sponsor has the discretion to replace the Trustee.

The Trustee has not signed the registration statement of which this prospectus is a part, and is not subject to issuer liability under the federal securities laws for the information contained in this prospectus and under federal securities laws with respect to the issuance and sale of the Units. Under such laws, neither the Trustee, either in its capacity as Trustee or in its individual capacity, nor any director, officer or controlling person of the Trustee is, or has any liability as, the issuer or a director, officer or controlling person of the issuer of the Units.

Under the Trust Agreement, the Trustee has delegated to the Sponsor the exclusive management and control of all aspects of the business of the Trust and USABF. The Trustee has no duty or liability to supervise or monitor the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions of the Sponsor.

Because the Trustee has no authority over the operation of the Trust, the Trustee itself is not registered in any capacity with the CFTC.

How Does USABF Operate?

The net assets of USABF will consist primarily of Asian Commodities Interests. USABF will invest in Asian Commodities Interests to the fullest extent possible without being leveraged or unable to satisfy its current or potential margin or collateral obligations with respect to its investments in Asian Commodities Interests. The primary focus of the Sponsor is the investment in Asian Commodities Interests and the management of USABF’s investments in Treasuries, cash and/or cash equivalents for margining purposes and as collateral.

USABF, a series of the United States Commodity Funds Trust I, a Delaware statutory trust (the “Trust”), is a commodity pool. The investment objective of USABF (before fees and expenses) to have the daily changes in percentage terms of its Units’ net asset value (“NAV”) reflect the daily changes in percentage terms of the price of a basket of commodities (the “Asian Benchmark Commodities”), as measured by the daily changes in the price of the designated futures contract that track each of these commodities (the “Benchmark Futures Contracts”). The Asian Benchmark Commodities have been selected by the Sponsor based on either their systemic importance to Asian economies , including the three major Asian economies of China, Japan, and India, or the fact that the commodity or commodities trade on an Asian domiciled futures exchange. These commodity futures contracts may trade on regulated exchanges located in the United States, Canada, the

 

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United Kingdom, Dubai, or those domiciled in Asian countries. It is not the intent of USABF to be operated in a fashion such that its NAV will equal, in dollar terms, the spot price of any particular commodity or any particular futures contract based on any of the Asian Benchmark Commodities. It is not the intent of USABF to be operated in a fashion such that its NAV will reflect the percentage change of the price of any particular futures contract as measured over a time period greater than one day. The Sponsor does not believe that is an achievable goal due to the potential impact of backwardation and contango on returns of a portfolio of futures contracts. USABF may invest in interests other than the Benchmark Futures Contracts to comply with accountability levels and position limits. For a detailed discussion of accountability levels and position limits, see “What are Futures Contracts?”

The Asian Benchmark Commodities are selected by the Sponsor. In determining which commodities will be included in the basket, the Sponsor takes into account the percentage of global production of that commodity that occurs in Asian countries, the percentage of global consumption that occurs in Asian countries, the tendency of the Asian economies to be either net importers or net exporters of a particular commodity, as well as the size and liquidity of the regulated futures markets based on such commodities. Each commodity is assigned a base weight based on the Sponsor’s assessment of market liquidity and the commodity’s overall economic importance to Asian countries including the three major Asian economies of China, Japan, and India. The end result is a basket that the Sponsor believes will be generally reflected of Asian demand for physical commodities and which the Sponsor believes can be efficiently accessed by investing in regulated futures contracts.

USABF seeks to achieve its investment objective by investing in a mix of Futures Contracts and Asian Commodities Interests such that the daily changes in USABF’s NAV will closely track changes in the daily price of the Benchmark Futures Contracts. The Sponsor believes changes in the price of the Benchmark Futures Contracts historically exhibited a close correlation with the changes in the price of Asian commodities. On any valuation day (a valuation day is any NYSE Arca trading day as of which USABF calculates its NAV, as described herein), the Benchmark Futures Contracts is the near month contract for Asian commodities traded on the futures exchange where the contract is listed unless the near month contract will expire within two weeks of the valuation day, in which case the Benchmark Futures Contracts is the next month contract for Asian commodities on the same futures exchange.

The Sponsor endeavors to place USABF’s trades in Asian Commodities Interests and otherwise manage USABF’s investments so that “A” will be within plus/minus 10 percent of “B”, where:

 

   

A is the average daily percentage change in USABF’s NAV for any period of 30 successive valuation days; i.e., any NYSE Arca trading day as of which USABF calculates its NAV; and

 

   

B is the average daily percentage change in the price of the Benchmark Futures Contracts over the same period.

The Sponsor believes that market arbitrage opportunities cause daily changes in USABF’s Unit price on the NYSE Arca to closely track daily changes in USABF’s NAV. The Sponsor further believes that the daily changes in prices of the Benchmark Futures Contracts have historically closely tracked the daily changes in the price of Asian commodities. The Sponsor believes that the net effect of these two relationships and the expected relationship described above between USABF’s NAV and the Benchmark Futures Contracts will be that the daily changes in the price of USABF’s Units on the NYSE Arca will continue to closely track the daily changes in the price of Asian commodities, less USBAF’s expenses.

These relationships illustrated in the following diagram:

LOGO

An investment in the Units provides a means for diversifying an investor’s portfolio or hedging exposure to changes in commodities prices. An investment in the Units allows both retail and institutional investors to easily gain this exposure to the commodities market in a transparent, cost-effective manner.

 

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The Sponsor will employ a “neutral” investment strategy intended to track the changes in the Benchmark Futures Contract regardless of whether the price goes up or goes down. USABF’s “neutral” investment strategy is designed to permit investors generally to purchase and sell USABF’s Units for the purpose of trading indirectly in the commodities market in a cost-effective manner, and/or to permit participants in the commodities or other industries to hedge the risk of losses in their Asian Commodities-Related Interests. Accordingly, depending on the investment objective of an individual investor, the risks generally associated with investing in the Asian commodities market and/or the risks involved in hedging may exist. In addition, an investment in USABF involves the risk that the changes in the price of USABF’s Units will not accurately track changes in the Benchmark Futures Contracts, and that changes in the Benchmark Futures Contracts will not closely correlate with changes in the prices of the commodities underlying the Benchmark Futures Contracts. Furthermore, USABF will also hold Treasuries, cash and/or cash equivalents to meet its current or potential margin or collateral requirements with respect to its investments in Asian Commodities Interests and invests cash not required to be used as margin or collateral. USABF does not expect there to be any meaningful correlation between the performance of USABF’s investments in Treasuries, cash, and/or cash equivalents and the changes in the prices of commodities or Asian Commodities Interests. While the level of interest earned on or the market price of these investments may in some respect correlate to changes in the prices of commodities, this correlation is not anticipated as part of USABF’s efforts to meet its objective.

USABF’s total portfolio composition is disclosed each business day that the NYSE Arca is open for trading, on USABF’s website at www.unitedstatesasiancommoditiesbasketfund.com . The website disclosure of portfolio holdings is made daily and includes, as applicable, the name and value of each Futures Contract, the specific types and values of Other Asian Commodities-Related Investments and characteristics of such Other Asian Commodities-Related Investments, the name and value of each Treasury security and cash equivalent, and the amount of cash held in USABF’s portfolio. USABF’s website is publicly accessible at no charge.

The Units issued by USABF may only be purchased by Authorized Purchasers and only in blocks of 100,000 Units called Creation Baskets. The amount of the purchase payment for a Creation Basket is equal to the aggregate NAV of Units in the Creation Basket. Similarly, only Authorized Purchasers may redeem Units and only in blocks of 100,000 Units called Redemption Baskets. The amount of the redemption proceeds for a Redemption Basket is equal to the aggregate NAV of Units in the Redemption Basket. The purchase price for Creation Baskets and the redemption price for Redemption Baskets are the actual NAV calculated at the end of the business day when a request for a purchase or redemption is received by USABF. The NYSE Arca will publish an approximate NAV intra-day based on the prior day’s NAV and the current price of the Benchmark Futures Contracts, but the price of Creation Baskets and Redemption Baskets is determined based on the actual NAV calculated at the end of each trading day.

While USABF issues Units only in Creation Baskets, Units may also be purchased and sold in much smaller increments on the NYSE Arca. These transactions, however, are effected at the bid and ask prices established by specialist firm(s). Like any listed security, Units can be purchased and sold at any time a secondary market is open.

USABF’s Investment Strategy

Other than to address monthly changes in the Benchmark Futures Contacts, in managing USABF’s assets, the Sponsor does not use a technical trading system that automatically issues buy and sell orders. Instead, each time one or more baskets are purchased or redeemed, the Sponsor will purchase or sell Asian Commodities Interests with an aggregate market value that approximates the amount of cash received or paid upon the purchase or redemption of the basket(s).

 

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As an example, assume that a Creation Basket is sold by USABF, and that USABF’s closing NAV per Unit is $25.00. In that case, USABF would receive $2,500,000 in proceeds from the sale of the Creation Basket ($25.00 NAV per Unit multiplied by 100,000 Units, and ignoring the Creation Basket fee). If one were to assume further that the Sponsor wants to invest the entire proceeds from the Creation Basket in Benchmark Futures Contracts (i.e. $2,500,000) and that the average market value of each such Benchmark Futures Contract is $27,000, USABF would be unable to buy an exact number of Benchmark Futures Contracts with an aggregate market value equal to $2,500,000. Instead, USABF would be able to buy 92 Benchmark Futures Contracts with an aggregate market value of $2,484,000. Assuming a margin requirement equal to 10% of the value of the Benchmark Futures Contracts, USABF would be required to deposit $248,400 in Treasuries and cash with the futures commission merchant through whom the Benchmark Futures Contracts were purchased. The remainder of the proceeds from the sale of the Creation Basket, would remain invested in cash, cash equivalents, and Treasuries as determined by the Sponsor from time to time based on factors such as potential calls for margin or anticipated redemptions.

The specific Futures Contracts purchased depends on various factors, including a judgment by the Sponsor as to the appropriate diversification of USABF’s investments in futures contracts with respect to the month of expiration, and the prevailing price volatility of particular contracts. When the Sponsor has made significant investments in regulated futures exchanges’ Futures Contracts, as USABF reaches certain accountability levels or position limits on such exchanges, or for other reasons, it has also and may continue to invest in Futures Contracts traded on other exchanges or invest in Other Asian Commodities-Related Investments such as contracts in the “over-the-counter” market.

USABF anticipates that, to the extent it invests in Futures Contracts other than the Benchmark Futures Contracts and Other Asian Commodities-Related Investments that are not economically equivalent to the Benchmark Futures Contracts, it will enter into various non-exchange-traded derivative contracts to hedge the short-term price movements of such Futures Contract and Other Asian Commodities-Related Investments against the current Benchmark Futures Contracts.

The Sponsor does not anticipate letting its Futures Contracts expire and taking or making delivery of any commodities. Instead, the Sponsor will close out existing positions, e.g., in response to ongoing changes in the Benchmark Futures Contracts or if it otherwise determines it would be appropriate to do so and reinvest the proceeds in new Asian Commodities Interests. Positions may also be closed out to meet orders for Redemption Baskets, in which case the proceeds from closing the positions will not be reinvested.

The Trust Agreement contains no restrictions on the ability of the Sponsor to change the investment objective of USABF. Notwithstanding this, the Sponsor has no intention of changing the investment objective of USABF or the manner in which it intends to achieve the investment objective. Should the Sponsor seek to change the investment objective of USABF, such change would be reflected in an amended prospectus and USABF would provide advance notice to investors.

What Are the Major Asian Economies?

The Sponsor believes that, at present, the aggregate GDP of Asian countries is equal to approximately 25% of World aggregate GDP based on International Monetary Fund data (note: not included in those totals are the economic figures for Australia, New Zealand, and certain smaller Asian or Pacific region countries). In addition, the Sponsor believes that Asia represents approximately 50% of the world’s current population.

Within that total the Sponsor further believes that approximately 85% of the Asian GDP total is represented by the three largest Asian economies, China, Japan, and India. The Sponsor further believes that these three countries also represent 75% of the population of Asia. All three are countries with large industrial and population bases which are major consumers of a wide variety of commodities. In addition, both China and India are major producers of a wide range of commodities, as are a number of other smaller Asian countries such as Indonesia and Malaysia, while Japan tends to not be a major producer of commodities.

 

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Table I: Selected Major Asian Economies with Annual GDP and current population

 

Region/Country

   2009 GDP est.      Percent of
Global GDP
    Population
(millions)
     Percent of
Global
Population
 

World

   $  57,925         —          6,963         —     

Asia

   $ 14,278         24.65     3,531         50.71

Japan

   $  5,068         8.75     127         1.82

China

   $ 4,909         8.47     1,339         19.23

India

   $ 1,236         2.13     1,210         17.38

Korea

   $ 833         1.44     48         0.69

Indonesia

   $ 539         0.93     237         3.40

Taiwan

   $ 379         0.65     23         0.33

Thailand

   $ 264         0.46     67         0.96

Hong Kong SAR

   $ 211         0.36     7         0.10

Malaysia

   $ 191         0.33     27         0.39

Singapore

   $ 177         0.31     5         0.07

Philippines

   $ 161         0.28     94         1.35

Bangladesh

   $ 95         0.16     151         2.17

Vietnam

   $ 92         0.16     87         1.25

Sri Lanka

   $ 41         0.07     20         0.29

Myanmar

   $ 28         0.05     47         0.67

Nepal

   $ 13         0.02     28         0.40

Cambodia

   $ 11         0.02     13         0.19

Brunei

   $ 11         0.02     >1         0.01

Source: International Monetary Fund

World Economic Outlook Database, April 2011;

CIA World Factbook

 

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What are the Asian Benchmark Commodities?

The Asian Benchmark Commodities are selected by the Sponsor. In determining which commodities will be included in the basket, the Sponsor takes into account the percentage of global production of that commodity that occurs in Asian countries, the percentage of global consumption that occurs in Asian countries, the tendency of the Asian economies to be either net importers or net exporters of a particular commodity, as well as the size and liquidity of the regulated futures markets based on such commodities. Each commodity is assigned a base weight based on the Sponsor’s assessment of market liquidity and the commodity’s overall economic importance to Asian countries, including the three major Asian economies of China, Japan, and India. The end result is a basket that the Sponsor believes will be generally reflected of Asian demand for physical commodities and which the Sponsor believes can be efficiently accessed by investing in regulated futures contracts.

As much of the selection process is based by a review of recent and historical trends of commodity production, consumption, and trading in the futures markets, there can be no assurance that the commodities selected for inclusion as Asian Benchmark Commodities will be reflective of future Asian demand or future trading liquidity.

A list of the current Asian Benchmark Commodities is shown below in Table II. Included with the list is the Sponsor’s estimate of the percentage of global production and consumption for each commodity that is attributable to China, Japan, and India combined. Finally, the current assigned base weight within basket of each commodity is listed.

Table II: Asian Benchmark Commodities (as of 8/1/11)

 

Commodity

   China, Japan, and
India’s Share of
Global Production
    China, Japan, and
India’s Share of
Global
Consumption
    Current Base
Weight
 

Crude Oil

     6     19     22

Gasoil/Diesel

     6     19     2

Corn

     22     24     10

Soybeans

     10     27     10

Wheat

     30     17     10

Copper

     5     44     10

Zinc

     36     47     5

Nickel

     4     38     5

Sugar

     23     26     5

Platinum

     0     54     5

Gold

     11     42     5

Silver

     15     31     5

Canola Oil

     34     40     2

Palm Oil

     0     30     2

Rubber

     17     51     2
      

 

 

 

Total

         100
      

 

 

 

 

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What are the Benchmark Futures Contracts?

For each of the Asian Benchmark Commodities, the Sponsor has selected a particular futures contract traded on a regulated futures exchange as the Benchmark Futures Contract. In selecting the particular futures contract, the Sponsor will consider both the relevance of the physical commodity that underlies the futures contract to Asian economies, the amount of liquidity that the futures contract has historically displayed, and the suitability of the regulated futures exchange as an investment venue. The selection of the Benchmark Futures Contract would be made by the Sponsor at the same time as the selection of the Asian Benchmark Commodities.

In some cases, a physical commodity that is of major importance to Asian economies may not have a listed futures contract that is directly tied to the exact type or grade of commodity most commonly used in Asia. In some cases, another type or grade of commodity may be used as a global benchmark and the Sponsor may select that as being representative of Asian demand. For example, crude oil prices in Asia are most commonly priced by reference to the Brent crude oil contract trading on ICE Futures Europe, even though the Sponsor believes little or no Brent crude oil from the North Sea is actually imported into Asian markets.

In other cases a physical commodity that is of importance to Asian economies may lack a suitable futures contract, even if highly liquid contracts are traded outside of Asia. For example natural gas is a major commodity for many Asian economies although Asia lacks a major natural gas futures contract. However, although natural gas does not physically vary much between global markets, transportation pricing issues mean that a highly liquid contract for natural gas in one region, such as the NYMEX contract for natural gas priced at the Henry Hub in Louisiana, may be a very poor proxy for Asian prices or demand. The same could be said for other highly liquid commodity futures such as NYMEX gasoline or heating oil contracts priced at New York harbor.

In other cases, investors should be aware that certain physical commodities that are of major importance to Asian economies, such as rice, iron ore, or coal, currently lack highly liquid regulated futures markets located in any marketplace. As such despite their importance to the economies of Asia, they may not be selected for inclusion by the Sponsor at this time.

Finally, certain regulated commodity futures exchanges may not currently permit investors such as USABF to purchase or sell contracts on their exchange. For example, at present the commodity futures exchanges located in India and China both place substantial restrictions on non-domestic investors. As such the Sponsor may elect to not select a commodity traded on those exchanges as an Asian Benchmark Commodity, or may select as the Benchmark Futures Contract a futures contract on the same or a similar physical commodity but traded on a more open regulated futures exchange located elsewhere.

A list of the current Benchmark Futures Contracts for each commodity is shown below in Table III.

Table III: Benchmark Futures Contracts

 

Commodity

   Primary
Futures
Exchange
   Contract
Ticker or
Code
   Contract
Size
     Pricing
Convention
   Portfolio
Weighting
 

Crude Oil-Light/Sweet-Brent

   ICE Europe    CO      1,000       USD/bbl      20.0

Crude Oil-Medium-Dubai/Oman

   NYMEX/Dubai    OQD      1,000       USD/bbl      2.0

Gasoil

   ICE Europe    QS      100       USD/Tonne      2.0

Corn

   CBOT    ZC      5,000       c/bu      10.0

Soybeans

   CBOT    ZS      5,000       c/bu      10.0

Wheat

   CBOT    ZW      5,000       c/bu      10.0

Copper

   COMEX    HG      25,000       USD/lb      10.0

Zinc

   LME    LX      25       USD/Tonne      5.0

Nickel

   LME    LN      6       USD/Tonne      5.0

Sugar

   ICE US    SB      112,000       c/lb      5.0

Platinum

   TOCOM    JA      500       JPY/g      5.0

Gold

   COMEX    GC      100       USD/T.Oz      5.0

Silver

   COMEX    SI      5000       USD/T.Oz      5.0

Canola Oil

   ICE Canada    RS      20       CAD/Tonne      2.0

Palm Oil

   Malaysia    KO      25       MYR/Tonne      2.0

 

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Changes to the Asian Benchmark Commodities

In the first quarter of each calendar year, the Sponsor will reevaluate the selection of commodities based on the prior year’s data. As a result of changes in Asian commodity production, commodity consumption, net imports or exports of commodities, and changes in commodity futures contract liquidity, the Sponsor may elect to add or delete a commodity from the basket of Asian Benchmark Commodities. In making any such change, the Sponsor will file a disclosure informing investors of the proposed changes no less than 30 days prior to the first month in which the commodity or commodities added will become part of the Asian Benchmark Commodities, or 30 days prior to the first month in which the commodity or commodities deleted will no longer be part of the Asian Benchmark Commodities. See “Changes to the Benchmark Futures Contracts”

Changes to the Benchmark Futures Contracts

Under normal circumstances, the Sponsor anticipates that any changes in either the list of Asian Benchmark Commodity basket or their weightings, or the list of Benchmark Futures Contracts or their weightings, would be made as part of the annual review process and disclosed to investors with no less than 30 days advanced notice of the change. However, it is possible that a futures contract that is currently a Benchmark Futures Contract could, in the opinion of the Sponsor, no longer be suitable due to changes in the liquidity of the futures contract or due to changes in the rules regarding that particular futures contract on its regulated futures exchange. In such cases the Sponsor would first attempt to select another futures contract based on the same commodity that trades on either the current regulated futures exchange, or trades on another regulated futures exchange, and immediately disclose that the new futures contract will become a Benchmark Futures Contract and the prior Benchmark Futures Contract for a particular Asian commodity will be deleted. In the event that the Sponsor determines that no other existing futures contract is a suitable replacement, than the Sponsor will make a disclosure indicating that a current Benchmark Futures Contract will no longer be included as part of the basket. In cases where a suitable Benchmark Futures Contract no longer exists, the Sponsor will also remove the underlying commodity from the list of Asian Benchmark Commodities. Although the Sponsor would normally seek to provide at least 30 days notice of any such change, specific circumstances could mean that the Sponsor would be unable to provide that amount of advanced notice.

Term Structure of Commodity Futures Prices and the Impact on Total Returns.

Several factors determine the total return from investing in a futures contract position. One factor that impacts the total return that will result from investing in near month futures contracts and “rolling” those contracts forward each month is the price relationship between the current near month contract and the next month contract. For example, if the price of the near month contract is higher than the next month contract (a situation referred to as “backwardation” in the futures market), then absent any other change there is a tendency for the price of a next month contract to rise in value as it becomes the near month contract and approaches expiration. Conversely, if the price of a near month contract is lower than the next month contract (a situation referred to as “contango” in the futures market), then absent any other change there is a tendency for the price of a next month contract to decline in value as it becomes the near month contract and approaches expiration.

As an example, assume that the price of Brent crude oil, the primary benchmark for crude oil traded in Asian markets, for immediate delivery (the “spot” price), was $50 per barrel. Further assume that the value of a position in the near month futures contract was also $50. Over time, the price of the barrel of crude oil will fluctuate based on a number of market factors, including demand for oil relative to its supply. The value of the near month contract will likewise fluctuate in reaction to a number of market factors. If investors seek to maintain their position in a near month contract and not take delivery of the oil, every month they must sell their current near month contract as it approaches expiration and invest in the next month contract.

 

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If the futures market is in backwardation, e.g., when the expected price of crude oil in the future would be less, the investor would be buying a next month contract for a lower price than the current near month contract. Using the $50 per barrel price above to represent the front month price, the price of the next month contract could be $49 per barrel, that is it is 2% cheaper than the front month contract. Hypothetically, and assuming no other changes to either prevailing crude oil prices or the price relationship between the spot price, the near month contract and the next month contract (and ignoring the impact of commission costs and the income earned on cash and/or cash equivalents), the value of the $49 next month contract would rise as it approaches expiration and becomes the new near month contract with a price of $50 In this example, the value of an investment in the second month contract would tend to rise faster than the spot price of crude oil, or fall slower. As a result, it would be possible in this hypothetical example for the spot price of crude oil to have risen to 10% after some period of time, while the value of the investment in the second month futures contract would have risen to 12%, assuming backwardation is large enough or enough time has elapsed. Similarly, the spot price of crude oil could have fallen 10% while the value of an investment in the futures contract could have fallen only 8%. Over time, if backwardation remained constant, the difference would continue to increase.

If the futures market is in contango, the investor would be buying a next month contract for a higher price than the current near month contract. Using again the $50 per barrel price above to represent the front month price, the price of the next month contract could be $51 per barrel, that is 2% more expensive than the front month contract. Hypothetically, and assuming no other changes to either prevailing crude oil prices or the price relationship between the spot price, the near month contract and the next month contract (and ignoring the impact of commission costs and the income earned on cash and/or cash equivalents), the value of the next month contract would fall as it approaches expiration and becomes the new near month contract with a price of $50. In this example, it would mean that the value of an investment in the second month would tend to rise slower than the spot price of crude oil, or fall faster. As a result, it would be possible in this hypothetical example for the spot price of crude oil to have risen to 10% after some period of time, while the value of the investment in the second month futures contract will have risen to only 8%, assuming contango is large enough or enough time has elapsed. Similarly, the spot price of crude oil could have fallen to 10% while the value of an investment in the second month futures contract could have fallen 12%. Over time, if contango remained constant, the difference would continue to increase.

The chart below compares the price of the near month contract for Brent crude oil to the average price of the near 12-month contracts over the last 10 years (2001-2010). When the price of the near month contract is higher than the average price of the near 12-month contracts, the market would be described as being in backwardation. When the price of the near month contract is lower than the average price of the near 12-month contracts, the market would be described as being in contango. Although the prices of the near month contract and the average price of the near 12-month contracts do tend to move up or down together, it can be seen that at times the near month prices are clearly higher than the average price of the near 12-month contracts (backwardation), and other times they are below the average price of the near 12-month contracts (contango).

 

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LOGO

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

An alternative way to view the same data is to subtract from the dollar price of the near month contract the average dollar price of the near 12-months contracts for Brent crude oil. If the resulting number is a positive number, then the near month price is higher than the average price of the near 12-months contracts and the market could be described as being in backwardation. If the resulting number is a negative number, then the near month price is lower than the average price of the near 12-months contracts and the market could be described as being in contango. The chart below shows the results from subtracting from the near 12-months contracts price the price of the next month contract for the 10-year period between 2001 and 2010.

 

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LOGO

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

CHART ABOVE IS MISSING “BACKWARDATION MARKET”

Historically, the crude oil futures markets have experienced periods of contango and backwardation, with backwardation being in place more often than contango. Since USABF would benefit from higher daily returns on the Benchmark Futures Contracts, it would tend to benefit from commodities being in a backwardation market. Conversely, it would tend to not benefit from commodities being in a contango market. However, it is possible for any or all of the Benchmark Futures Contracts to rise in value even in a contango market, which could lead to gains for USABF, or for any or all of the Benchmark Futures Contracts to fall in value during a backwardation market, which could lead to losses for USABF.

Historical Spot Returns for a Commodity Versus the Returns from a Commodity Future

Although investors often look at the percentage change in the physical spot price of a commodity over a given period of time when evaluating investment results, the Sponsor believes that this may be misleading. The actual change in the spot price usually does not represent a total return that an investor could realistically have obtained. Due to the cost of storage, insurance, finance, and transportation, the return as measured by the change in the spot price may overstate the actual results that could be obtained. As a result, the Sponsor believes that many investors will make use of commodity futures to obtain their exposure to a particular commodity or to a basket of commodities. However, as described in the proceeding section, investing in a futures contract will subject an investor to the impact of backwardation and or contango. As a result of backwardation and or contango, an investor’s returns from owning futures contracts on a single commodity or a basket of commodities may vary a great deal from the percentage change in the physical spot price.

 

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The table below, Chart IV, shows for a number of Asian Commodities both the change in the spot price over the 10 year period ending 12/31/10 as well as the hypothetical total return from owing a near to expiration futures contract on the same commodity and rolling it as the contract approaches expiration. Neither set of figures includes the potential impact of commissions, storage costs, taxes, insurance, or financing. The results for the futures contract also do not show the interest that may have been earned on any cash collateral.

What can be clearly seen is that over this time period some commodities had results that indicated that their percentage change in spot price outperformed the hypothetical total return from owning the futures contracts, while with other commodities the results were reversed and the hypothetical total return of the futures contract exceeding the percentage change in the spot price. The average difference between the change in the spot price and the total return of the futures contracts was 2% per year, meaning that on average the average spot price change exceeded the average hypothetical return of the futures contract by that amount. However, in some cases, the degree of under-performance, or out-performance, of the futures contracts versus the spot price changes was much larger.

Due to the impact of backwardation and or contango, as demonstrated by this table, it could be possible for an investor to correctly anticipate the direction of the spot price movement of a commodity or basket of commodities, either up or down, and yet obtain dramatically different results from investing in such commodities via futures contracts. Investors are cautioned that this comparison is hypothetical. In addition, it covers a particular period of time and results in the future could be substantially different.

Table IV Comparison of Spot Price Changes and Futures Total Returns for Selected Commodities 12/31/00 – 12/31/10.

 

2001-2010    Spot Commodity Price     Rolling Futures Contract     Spot versus Futures Contract  

Commodity

   Total Change     Change
Annualized
    Total Return     Return
Annualized
    Annual Outperformance or
Underperformance
 

Crude Oil-Brent

     289.92     14.58     181.17     10.89     3.69

Gasoil

     222.41     12.42     286.81     14.49     -2.07

Corn

     176.79     10.72     -21.33     -2.37     13.09

Soybeans

     181.57     10.91     179.25     10.82     0.09

Wheat

     187.51     11.14     -18.55     -2.03     13.17

Copper

     442.73     18.43     825.52     24.92     -6.49

Zinc

     140.98     9.19     40.00     3.42     5.77

Nickel

     257.41     13.58     399.44     17.45     -3.86

Sugar

     215.83     12.19     147.73     9.50     2.69

Platinum

     177.03     10.73     369.41     16.72     -6.00

Gold

     426.44     18.07     362.10     16.54     1.53

Silver

     580.09     21.13     395.95     17.37     3.76

Canola Oil

     235.75     12.88     100.50     7.20     5.67

Palm Oil

     432.68     18.21     504.46     19.71     -1.50

Rubber

     793.77     24.49     690.68     22.97     1.52
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Average

     317.39     14.58     296.21     12.51     2.07

Source: Bloomberg, USCF

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Periods of contango or backwardation do not materially impact USABF’s investment objective of having the daily percentage changes in its per unit NAV track the daily percentage changes in the price of the Benchmark Futures Contracts since the impact of backwardation and contango tend to equally impact the percentage changes in price of both USABF’s units and the Benchmark Futures Contract. It is impossible to predict with any degree of certainty whether backwardation or contango will occur in the future. It is likely that both conditions will occur during different periods for any given commodity. It is also likely that at any given time some number of the Benchmark Futures Contracts will be in backwardation while other Benchmark Futures Contracts will be in contango.

 

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Why Does USABF Purchase and Sell Futures Contracts?

USABF’s investment objective is to have the daily changes in percentage terms of its units’ NAV reflect the daily changes in percentage terms of the Asian Benchmark Commodities, as measured by the daily changes in the price of the Designated Benchmark Futures Contracts, less USABF’s expenses. USABF invests primarily in Futures Contracts. USABF seeks to have its aggregate NAV approximate at all times the aggregate market value of the Futures Contracts and Other Asian Commodities-Related Investments it holds

Other than investing in Futures Contracts and Other Asian Commodities-Related Investments, USABF only invests in assets to support these investments in Asian Commodities Interests. At any given time, most of USABF’s investments are in Treasuries, cash and/or cash equivalents that serve as segregated assets supporting USABF’s positions in Futures Contracts and Other Asian Commodities-Related Investments. For example, the purchase of a Futures Contract with a stated value of $10 million would not require USABF to pay or receive $10 million upon entering into the contract; rather, only a margin deposit, generally of 5% to 20% of the stated value of the Futures Contract, would be required. To secure its Futures Contract obligations, USABF would deposit the required margin with the futures commission merchant and would separately hold, through its Custodian, Treasuries, cash and/or cash equivalents in an amount equal to the balance of the current market value of the contract, which at the contract’s inception would be $10 million minus the amount of the margin deposit, or $9.5 million (assuming a 5% margin).

As a result of the foregoing, typically between 5% and 20% of USABF’s assets are held as margin in segregated accounts with a futures commission merchant. In addition to the Treasuries and cash it posts with the futures commission merchant for the Futures Contracts it owns, USABF holds, through the Custodian, Treasuries, cash and/or cash equivalents that can be posted as additional margin or as collateral to support its over-the-counter contracts. USABF earns interest income from the Treasuries and/or cash equivalents that it purchases, and on the cash it holds through the Custodian. USABF anticipates that the earned interest income will increase the NAV and limited partners’ capital contribution accounts. USABF reinvests the earned interest income, holds it in cash, or uses it to pay its expenses. If USABF reinvests the earned interest income, it makes investments that are consistent with its investment objectives.

What are Futures Contracts?

Futures contracts are agreements between two parties. One party agrees to buy a commodity such as Asian commodities from the other party at a later date at a price and quantity agreed-upon when the contract is made. Generally, futures contracts traded on US, Canadian, the UK, and Asian domestic exchanges are priced by floor brokers and other exchange members through an “open outcry” of offers to purchase or sell the contracts and/or through an electronic, screen-based system that determines the price by matching electronically offers to purchase and sell. Futures contracts may also be based on commodity indices, in that they call for a cash payment based on the change in the value of the specified index during a specified period.

Certain typical and significant characteristics of futures contracts are discussed below. Additional risks of investing in futures contracts are included in “What are the Risk Factors Involved with an Investment in USABF?

Impact of Position Limits, Accountability Levels, and Price Fluctuation Limits.

Futures contracts include typical and significant characteristics. Most significantly, the CFTC and U.S. designated contract markets such as the NYMEX, CBOT, COMEX, CME, or ICE Futures US have established accountability levels and position limits on the maximum net long or net short futures contracts in certain Asian Commodities Interests that any person or group of persons under common trading control (other than as a hedge, which is not applicable to the USABF’s investments) may hold, own or control. The net position is the difference between an individual or firm’s open long contracts and open short contracts in any one commodity. In addition, most U.S.-based futures exchanges limit the daily price fluctuation for futures contracts. Some other non-U.S. futures exchanges have not adopted such position limits or accountability levels.

The accountability levels for the Benchmark Futures Contract and other Futures Contracts traded on U.S. regulated futures exchanges are not a fixed ceiling, but rather a threshold above which the exchange may exercise greater scrutiny and control over an investor’s positions. For example, the current accountability level for any one-month in the copper contract on COMEX is 5,000 contracts. If USABF and the Related Public Funds exceed these

 

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accountability levels for investments in the COMEX futures contract for Copper, the COMEX will monitor USABF’s and the Related Public Fund’s exposure and ask for further information on their activities, including the total size of all positions, investment and trading strategy, and the extent of liquidity resources of USABF and the Related Public Funds. If deemed necessary by the COMEX, it could also order USABF to reduce its position back to the accountability level.

If any of the regulated futures exchanges orders USABF to reduce its position back to the accountability level, or to an accountability level that the exchange deems appropriate for USABF, such an accountability level may impact the mix of investments in Asian Commodities Interests made by USABF. To illustrate, assume that the price of the Benchmark Futures Contract for Copper is $4, and that the COMEX has determined that USABF may not either own more than 5,000 contracts in copper Futures Contracts. In such a case, USABF could invest up to $500 million of its daily net assets in the Benchmark Futures Contract (i.e., $4 per contract multiplied by 25,000 (a copper Futures Contract is a contract for 25,000 pounds of copper) multiplied by 5,000 contracts) before reaching the accountability level imposed by the COMEX. Assuming that copper represented 10% of the holdings of USABF, once the daily net assets of the portfolio exceed $5 billion in the Benchmark Futures Contract, the portfolio may not be able to make any further investments in the copper Benchmark Futures Contract, depending on whether the COMEX imposes limits. If the COMEX does impose limits at the $500 million level (or another level), USABFanticipates that it will invest the majority of its assets devoted to copper holdings above that level in a mix of other copper related Futures Contracts or Other Asian Commodities-Related Investments.

In addition to accountability levels, the futures exchanges may impose position limits on contracts held in the last few days of trading in the near month contract to expire. It is unlikely that USABF will run up against such position limits because USABF’s investment strategy is to close out its positions and “roll” from the near month contract to expire to the next month contract during a four-day period beginning two weeks from expiration of the contract. Finally, many exchanges may impose a position limit on contracts for time periods other than immediately prior to expiration. As in the example above for copper and accountability limits, such position limits could impact USABF’s ability to invest in certain Benchmark Futures Contracts when daily net assets of USABF rise above certain levels.

Many U.S. futures exchanges also limit the amount of price fluctuation for futures contracts. For example, the CBOT imposes a $0.40 per bushel ($2,000 per contract) price fluctuation limit for corn Futures Contracts. If a Benchmark Futures Contract has its trading halted during the day due to reaching a limit on price fluctuation, it is possible that USABF would be unable to buy or sell contracts on that day, or buy or sell contracts at that day’s ending settlement price.

USABF anticipates that to the extent it invests in Futures Contracts other than a Benchmark Futures Contractand Other Asian Commodities-Related Investments, it will enter into various non-exchange-traded derivative contracts to hedge the short-term price movements of such Asian commodities Futures Contracts and Other Asian Commodities-Related Investments against the a currentBenchmark Futures Contract.

Examples of the position and price limits imposed are as follows:

 

Futures Contract

  

Position Accountability

Levels and Limits

  

Maximum Daily

Price Fluctuation

ICE-UK Crude Oil (Brent)    There are no position accountability levels or limits for this contract. However, the exchange’s daily position management regime requires that any position greater than 500 lots in the nearest two expiry months must be reported to the exchange on a daily basis.    There is no maximum daily price fluctuation limit.

Dubai Mercantile

Exchange/NYMEX

(Oman Crude Oil)

   Accountability Levels: 20,000 contracts in any or all months Position Limits: spot month: 4,000 contracts    There is no maximum daily price fluctuation limit.

 

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• ICE-UK Gas Oil

   There are no position accountability levels or limits for this contract. However, any position greater than 100 lots in the nearest expiry month must be reported to the exchange on a daily basis.    There is no maximum daily price fluctuation limit.
CBOT Corn   

Accountability Levels: none.

 

Position Limits: spot month: 600 net futures / any one month: 13,500 net futures / all months: 22,000 net futures.

   $0.30 per bushel expandable to $0.45 and then to $0.70 when the market closes at limit bid or limit offer. There shall be no price limits on the current month contract on or after the second business day proceeding the first day of the delivery month.
CBOT Soybeans   

Accountability Levels: none.

 

Position Limits: spot month: 600 net futures / any one month: 6,500 net futures / all months: 10,000 net futures.

   $0.70 per bushel expandable to $1.05 and then to $1.60 when the market closes at limit bid or limit offer. There shall be no price limits on the current month contract on or after the second business day preceding the first day of the delivery month.
CBOT Wheat (Soft Red Winter)   

Accountability Levels: none.

 

Position Limits: spot month: 600 net futures / any one month: 5,000 net futures / all months: 6,500 net futures.

   $0.60 per bushel expandable to $0.90 and then to $1.35 when the market closes at limit bid or limit offer. There shall be no price limits on the current month contract on or after the second business day preceding the first day of the delivery month.
COMEX Copper   

Accountability Levels: any one month: 5,000 net futures / all months: 5,000 net futures.

 

Position Limits: 1,200 net futures in the expiration month.

   There is no maximum daily price fluctuation limit.
LME Primary Nickel   

Accountability Levels: none.

 

Position Limits: none.

   There is no maximum daily price fluctuation limit.
LME Special High Grade Zinc   

Accountability Levels: none.

 

Position Limits: none.

   There is no maximum daily price fluctuation limit.
COMEX Gold   

Accountability Levels: any one month: 6,000 net futures / all months: 6,000 net futures.

 

Position Limits: 3,000 net futures in the expiration month.

   There is no maximum daily price fluctuation limit.
TOCOM Platinum    Position Limits: 600 net futures in the expiration month. 10,000 contracts in all months.    There is no maximum daily price fluctuation limit.

 

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COMEX Silver   

Accountability Levels: any one month: 6,000 net futures / all months: 6,000 net futures.

 

Position Limits: 1,500 net futures in the expiration month.

   There is no maximum daily price fluctuation limit.
ICE-Canada Canola Oil   

Accountability Levels: None.

 

Position Limits: 1000 net futures in the spot month.

   CDN$45.00 above or below previous settlement. If the settlement price of any two (2) contract months is at the regular daily limits, the limits shall be expanded on the following day to CDN$60.00. When settlement prices do not meet the this two-month criteria, daily limits will revert to their regular levels on the following trading session.

Bursa Maylaysia

Palm Oil

   Position Limits: 500 net futures in the expiration month. 8,000 contracts in all months.    There is no maximum daily price fluctuation limit.
TOCOM Rubber    Position Limits: 300 net futures in the expiration month.    There is no maximum daily price fluctuation limit.
ICE-US World Sugar No. 11   

Accountability Levels: any one month: 10,000 net futures / all months: 15,000 net futures.

 

Position Limits: 5,000 net futures in the spot month.

   There is no maximum daily price fluctuation limit.

On January 13, 2011, the CFTC proposed new rules, which if implemented in their proposed form, would establish position limits and limit formulas for certain physical commodity futures and options executed pursuant to the rules of designated contract markets (i.e., certain regulated exchanges) and commodity swaps that are economically equivalent to such futures and options contracts. The CFTC has also proposed aggregate position limits that would apply across different trading venues to contracts based on the same underlying commodity. At this time, it is unknown precisely when such position limits would take effect. It is unclear when the CFTC’s position limits for futures contracts held during the last few days of trading in the near month contract to expire, which, under the CFTC’s proposed rule, would be substantially similar to the position limits currently set by the exchanges will take effect. Based on the CFTC’s current proposal, other position limits would not take effect until March 2012 or later. The effect of this future regulatory change on USABF is impossible to predict, but it could be substantial and adverse.

Price Volatility

Despite daily price limits, the price volatility of futures contracts generally has been historically greater than that for traditional securities such as stocks and bonds. Price volatility often is greater day-to-day as opposed to intra-day. Economic factors that may cause volatility in futures contracts include changes in interest rates; governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; weather and climate conditions; changing supply and demand relationships; changes in balances of payments and trade; U.S. and international rates of inflation; currency devaluations and revaluations; U.S. and international political and economic events; and changes in philosophies and emotions of market participants. Because USABF invests a significant portion of its assets in futures contracts, the assets of USABF, and therefore the price of USABF’s Units, may be subject to greater volatility than traditional securities.

 

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Marking-to-Market Futures Positions

Futures contracts are marked to market at the end of each trading day and the margin required with respect to such contracts is adjusted accordingly. This process of marking-to-market is designed to prevent losses from accumulating in any futures account. Therefore, if USABF’s futures positions have declined in value, USABF may be required to post “variation margin” to cover this decline. Alternatively, if USABF’s futures positions have increased in value, this increase will be credited to USABF’s account.

What are Over-the-Counter Derivatives?

In addition to futures contracts and options on futures contracts, derivative contracts that are tied to various commodities are entered into outside of public exchanges. These “over-the-counter” contracts are entered into between two parties in private contracts. Unlike most of the exchange-traded futures contracts or exchange-traded options on futures contracts, each party to such a contract bears the credit risk of the other party, i.e., the risk that the other party will not be able to perform its obligations under its contract.

Some derivatives contracts contain fairly standard terms and conditions and are available from a wide range of participants. Others have highly customized terms and conditions and are not as widely available. Many of these over-the-counter contracts are cash-settled forwards for the future delivery of commodities that have terms similar to futures contracts. Others take the form of “swaps” in which a party pays a fixed price per unit and the other pays a variable price based on the average price of futures contracts for a specified period or the price on a specified date, with payments typically made between the parties on a net basis. For example, USABF may enter into over-the-counter derivative contracts the value of which will track changes in the prices of the commodities underlying the Benchmark Futures Contract, thereby enabling USABF to track the Benchmark Futures Contract without investing in Futures Contracts.

To reduce the credit risk that arises in connection with such contracts, USABF will generally enter into an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc. that provides for the netting of its overall exposure to its counterparty.

The creditworthiness of each potential counterparty will be assessed by the Sponsor. The Sponsor will assess or review, as appropriate, the creditworthiness of each potential or existing counterparty to an over-the-counter contract pursuant to guidelines approved by the Sponsor. Furthermore, the Sponsor on behalf of USABF will only enter into over-the-counter contracts with counterparties who are, or are affiliates of, (a) banks regulated by a United States federal bank regulator, (b) broker-dealers regulated by the SEC, (c) insurance companies domiciled in the United States, and (d) producers, users or traders of commodities, whether or not regulated by the CFTC. Existing counterparties will be reviewed periodically by the Sponsor. USABF also may require that the counterparty be highly rated and/or provide collateral or other credit support.

Provisions of the Dodd-Frank Act require the use of clearinghouse mechanisms for most derivative transactions, including swaps that are currently entered into in the OTC market. At this time, it is unclear exactly what types of transactions will be regulated as swaps because the CFTC has not implemented regulations with respect to the definition of “swap.” The Dodd-Frank Act requires that certain transactions ultimately falling within the definition of “swap” be executed on organized exchanges or “swap execution facilities” and cleared through regulated clearing organizations (which are referred to in the Dodd-Frank Act as “derivatives clearing organizations”), but it is also currently unknown which swaps will be subject to such trading and clearing requirements. If a swap is required to be cleared, the initial margin will be set by the clearing organization, subject to certain regulatory requirements and guidelines. Initial and variation margin requirements for swap dealers and major swap participants who enter into uncleared swaps and capital requirements for swap dealers and major swap participants who enter into both cleared and uncleared trades will be set by the CFTC, the SEC or the applicable Prudential Regulator as prescribed by the Dodd-Frank Act. At this time, the CFTC has not promulgated final regulations to determine which entities will be regulated as “swap dealers” and “major swap participants” and thus have to comply with these capital and margin requirements (as well as a multitude of other requirements under the Dodd-Frank Act). In general, increased regulation of, and the imposition of additional costs on, swap transactions could have an adverse effect on USABF by, for example, reducing the size of and therefore liquidity in the derivatives market, increasing transaction costs and decreasing the ability to customize derivative transactions.

 

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Forward contracts currently traded in the OTC market may be treated differently under the Dodd-Frank Act because not all forward contracts will be subject to regulation as “swaps” under the Dodd-Frank Act. Those forward contracts that will not be regulated as “swaps,” which include physically-settled non-financial commodity forward contracts, will also not be subject to the Dodd-Frank Act’s execution and clearing requirements. With respect to foreign exchange forward contracts, the Dodd-Frank Act contemplates that such contracts may be regulated as swaps but gives the Secretary of the United States Department of Treasury the authority to exempt them from certain regulation under the CEA, including mandatory clearing and margin requirements. To date, the Secretary of the United States Department of Treasury has not made any final determinations on this issue. Absent a clearing facility (whether because of regulatory requirements or otherwise), a Fund’s trading in foreign exchange and other forward contracts is exposed to the creditworthiness of the counterparties on the other side of the trade.

USABF’s Investments in Treasuries, Cash and Cash Equivalents

USABF seeks to have the aggregate “notional” amount of the Asian Commodities Interests it holds equal USABF’s total net assets. At any given time, however, most of USABF’s investments will be in short-term Treasuries, cash and/or cash equivalents that support USABF’s positions in Asian Commodities Interests. For example, the purchase of a Futures Contract with a stated or notional amount of $10 million would not require USABF to pay $10 million upon entering into the contract; rather, only a margin deposit, generally of 5% – 20% of the notional amount, would be required. To secure its obligations under Futures Contracts, USABF would deposit the required margin with the futures commission merchant and would separately hold its remaining assets through its Custodian in Treasuries, cash and/or cash equivalents. Such remaining assets may be used to meet future margin payments that USABF is required to make on its Futures Contracts. Other Asian Commodities-Related Investments typically also involve collateral requirements that represent a small fraction of their notional amounts, so most of USABF’s assets dedicated to Other Asian Commodities-Related Investments will also be held in Treasuries, cash and cash equivalents.

USABF earns income from the Treasuries and/or cash equivalents that it purchases and on the cash it holds through the Custodian. The Sponsor anticipates that the earned income will increase USABF’s NAV. USABF applies the earned income to the acquisition of additional investments or uses it to pay its expenses. If USABF reinvests the earned income, it makes investments that are consistent with its investment objective.

What are the Trading Policies of USABF?

Options on Futures Contracts

In addition to Futures Contracts, there are also a number of options on Futures Contracts listed on the Futures Exchanges. These contracts offer investors and hedgers another set of financial vehicles to use in managing exposure to the commodities market. USABF may purchase and sell (write) options on Futures Contracts in pursuing its investment objective, except that it will not sell call options when it does not own the underlying Futures Contract. USABF would make use of options on Futures Contracts if, in the opinion of the Sponsor, such an approach would cause USABF to more closely the Benchmark Futures Contract or if it would lead to an overall lower cost of trading to achieve a given level of economic exposure to movements in commodity prices.

Liquidity

USABF invests only in Futures Contracts that, in the opinion of the Sponsor, are traded in sufficient volume to permit the ready taking and liquidation of positions in these financial interests and in over-the-counter Asian Commodities Interests that, in the opinion of the Sponsor, may be readily liquidated with the original counterparty or through a third party assuming USABF’s position.

 

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Spot Commodities

While many of the Asian commodities futures contracts traded on different futures exchanges can be physically settled, USABF does not intend to take or make physical delivery. USABF may from time to time trade in Other Asian Commodities-Related Investments, including contracts based on the spot price of Asian commodities.

Leverage

The Sponsor endeavors to have the value of USABF’s Treasuries, cash and cash equivalents, whether held by USABF or posted as margin or collateral, at all times approximate the aggregate market value of its obligations under USABF’s Asian Commodities Interests. Commodity pools’ trading positions in futures contracts or Other Asian Commodities-Related Investments are typically required to be secured by the deposit of margin funds that represent only a small percentage of a futures contract’s (or other commodity interest’s) entire market value. While the Sponsor does not intend to leverage USABF’s assets, it is not prohibited from doing so under the Trust Agreement.

Borrowings

Borrowings are not used by USABF unless it is required to borrow money in the event of physical delivery, if it trades in cash commodities, or for short-term needs created by unexpected redemptions. USABF does not plan to establish credit lines.

Pyramiding

USABF has not and will not employ the technique, commonly known as pyramiding, in which the speculator uses unrealized profits on existing positions as variation margin for the purchase or sale of additional positions in the same or another commodity interest.

Who are the Service Providers?

In its capacity as USABF’s custodian, BBH & Co. holds USABF’s Treasuries, cash and/or cash equivalents pursuant to a custodial agreement. The Custodian is also the registrar and transfer agent for USABF’s Units. In addition, the Custodian also serves as Administrator for USABF, performing certain administrative and accounting services and preparing certain SEC and CFTC reports on behalf of USABF. For these services, USABF pays fees to the Custodian as set forth in the table below.

The Custodian’s principal business address is 50 Milk Street, Boston, MA 02109-3661. The Custodian is a private bank founded in 1818, and is not a publicly held company nor is it insured by the Federal Deposit Insurance Corporation. The Custodian is authorized to conduct a commercial banking business in accordance with the provisions of Article IV of the New York State Banking Law, New York Banking Law §§160-181, and is subject to regulation, supervision, and examination by the New York State Banking Department. The Custodian is also licensed to conduct a commercial banking business by the Commonwealths of Massachusetts and Pennsylvania and is subject to supervision and examination by the banking supervisors of those states.

USABF also employs ALPS Distributors, Inc. as Marketing Agent, which is further discussed under “What is the Plan of Distribution?” The Sponsor pays the Marketing Agent an annual fee as set forth in the table below. In no event may the aggregate compensation paid to the Marketing Agent for distribution-related services in connection with the offering of Units exceed ten percent (10%) of the gross proceeds of the offering.

The Marketing Agent’s principal business address is 1290 Broadway, Suite 1100, Denver, CO 80203. The Marketing Agent is a broker-dealer registered with FINRA and a member of the Securities Investor Protection Corporation.

USABF and the futures commission merchant, UBS USA, LLC (“UBS”) have into an Institutional Futures Client Account Agreement. This Agreement allows UBS to provide services to USABF in connection with the purchase and sale of Asian Commodities Interests that may be purchased or sold by or through UBS for USABF’s account. USABF will pay the futures commission merchant fees.

 

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UBS Securities principal business address is 677 Washington Blvd, Stamford, CT 06901. UBS Securities is a futures clearing broker for USABF. UBS Securities is registered in the U.S. with FINRA as a Broker-Dealer and with the CFTC as a Futures Commission Merchant. UBS Securities is a member of the NFA and various U.S. futures and securities exchanges.

Like most securities firms, UBS is and has been a defendant in numerous legal proceedings, including actions brought by regulatory organizations and government agencies, relating to its securities and commodities business that allege various violations of federal and state securities laws. UBS AG, the ultimate parent company to UBS Securities LLC, files annual reports and quarterly reports to the SEC in which it discloses material information about UBS matters, including information about any material litigation or regulatory investigations. Actions with respect to UBS Securities’ futures commission merchant business are publicly available on the website of the National Futures Association (http://www.nfa.futures.org/).

On June 27, 2007, the Securities Division of the Secretary of the Commonwealth of Massachusetts (“Massachusetts Securities Division”) filed an administrative complaint (the “Complaint”) and notice of adjudicatory proceeding against UBS Securities LLC, captioned In The Matter of UBS Securities, LLC, Docket No. E-2007-0049, which alleged that UBS Securities violated the Massachusetts Uniform Securities Act (the “Act”) and related regulations by providing the advisers for certain hedge funds with gifts and gratuities in the form of below market office rents, personal loans with below market interest rates, event tickets, and other perks, in order to induce those hedge fund advisers to increase or retain their level of prime brokerage fees paid to UBS Securities. The Complaint seeks a cease and desist order from conduct that violates the Act and regulations, to censure UBS Securities, to require UBS Securities to pay an administrative fine of an unspecified amount, and to find as fact the allegations of the Complaint. The matter is still pending.

In the summer of 2008, the Massachusetts Securities Division, Texas State Securities Board, and the New York Attorney General (the “NYAG”) all brought actions against UBS and UBS Financial Services, Inc. (“UBS Financial”), alleging violations of various state law anti-fraud provisions in connection with the marketing and sale of auction rate securities.

On August 8, 2008, UBS Securities and UBS Financial reached agreements in principle with the SEC, the NYAG, the Massachusetts Securities Division and other state regulatory agencies represented by the North American Securities Administrators Association (“NASAA”) to restore liquidity to all remaining client’s holdings of auction rate securities by June 30, 2012. On October 2, 2008, UBS Securities and UBS Financial entered into a final consent agreement with the Massachusetts Securities Division settling all allegations in the Massachusetts Securities Division’s administrative proceeding against UBS Securities and UBS Financial with regards to the auction rate securities matter. On December 11, 2008, UBS Securities and UBS Financial executed an Assurance of Discontinuance in the auction rate securities settlement with the NYAG. On the same day, UBS Securities and UBS Financial finalized settlements with the SEC. UBS paid penalties of $75M to NYAG and an additional $75M to be apportioned among the participating NASAA states. In March 2010, UBS and NASAA agreed on final settlement terms, pursuant to which, UBS agreed to provide client liquidity up to an additional $200 million.

On August 14, 2008 the New Hampshire Bureau of Securities Regulation filed an administrative action against UBS Securities relating to a student loan issuer, the New Hampshire Higher Education Loan Corp. (“NHHELCO”). The complaint alleges fraudulent and unethical conduct in violation of New Hampshire state statues. On April 14, 2010, UBS entered into a Consent Order resolving all of the Bureau’s claims. UBS paid $750,000 to the Bureau for all costs associated with the Bureau’s investigation. UBS entered a separate civil settlement with NHHELCO and provided a total financial benefit of $20M to NHHELCO.

On April 29, 2010, the CFTC issued an order with respect to UBS Securities LLC and levied a fine of $200,000. The Order stated that on February 6, 2009, UBS Securities’ employee broker aided and abetted UBS Securities’ customer’s concealment of material facts from the NYMEX in violation of Section 9(a)(4) of the CEA, 7 U.S.C. § 13(a)(4) (2006). Pursuant to NYMEX Rules, a block trade must be reported to NYMEX “within five minutes of the time of execution” consistent with the requirements of NYMEX Rule 6.21C(A)(6). Although the block trade in question was executed earlier in the day, UBS Securities’ employee broker aided and abetted its customer’s

 

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concealment of facts when, in response to the customer’s request to delay reporting the trade until after the close of trading, UBS Securities’ employee did not report the trade until after the close. Because the employee broker undertook his actions within the scope of his employment, pursuant to Section 2(a)(1)(B) of the CEA, 7 U.S.C. § 2(a)(1)(B) (2006), and SEC Regulation 1.2, 17 C.F.R. §1.2 (2009), UBS Securities is liable for the employee broker’s aiding and abetting of its customer’s violation of Section 9(a)(4) of the CEA. The fine has been paid and the matter is now closed.

UBS Securities will act only as clearing broker for USABF and as such will be paid commissions for executing and clearing trades on behalf of USABF. UBS Securities has not passed upon the adequacy or accuracy of this prospectus. UBS Securities neither will act in any supervisory capacity with respect to the Sponsor nor participate in the management of the Sponsor or USABF.

UBS is not affiliated with USABF or the Sponsor. Therefore, USABF does not believe that USABF has any conflicts of interest with them or their trading principals arising from their acting as USABF’s futures commission merchant.

Neither, UBS nor any affiliate, officer, director or employee thereof have passed on the merits of this prospectus or offering, or give any guarantee as to the performance or any other aspect of USABF.

Fees to be Paid by USABF

Asset-based fees are calculated on a daily basis (accrued at 1/365 of the applicable percentage of NAV on that day) and paid on a monthly basis. NAV is calculated by taking the current market value of USABF’s total assets and subtracting any liabilities.

Fees and Compensation Arrangements with the Sponsor, Non-Affiliated Service Providers and the Trustee

 

Service Provider

 

Compensation Paid by USABF and the Sponsor

United States Commodity Funds LLC, Sponsor

  0.90% of average net assets annually.*

BBH & Co., Inc., Custodian and Administrator

 

Minimum amount of $75,000 annually for its custody, fund accounting and fund administration services rendered to USABF and the Related Public Funds, as well

as a $20,000 annual fee for its transfer agency services. In addition, an asset-based charge of (a) 0.06% for the first $500 million of USABF and the Related Public Funds’ combined assets, (b) 0.0465% for USABF and the Related Public Funds’ combined assets greater than $500 million but less than $1 billion, and (c) 0.035%

once USABF and the Related Public Funds’ combined assets exceed $1 billion.**

ALPS Distributors, Inc., Marketing Agent

  0.06% on average net assets up to $3 billion and 0.04% on average net assets in excess of $3 billion.**

UBS, Futures Commission Merchant and Clearing Broker

  Approximately $4.00 per buy or sell; charges may vary.*

Wilmington Trust National Association, Trustee

  $3,000.*

 

* USABF pays this compensation.
** The Sponsor pays this compensation.

Asset-based fees are calculated on a daily basis (accrued at 1/365 of the applicable percentage of NAV on that day) and paid on a monthly basis. NAV is calculated by taking the current market value of USABF’s total assets and subtracting any liabilities.

 

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Form of Units

Registered Form

Units are issued in registered form in accordance with the Trust Agreement. The Administrator has been appointed registrar and transfer agent for the purpose of transferring Units in certificated form. The Administrator keeps a record of all Unitholders and holders of the Units in certificated form in the registry (“Register”). The beneficial interests in such Units are held in book-entry form through participants and/or accountholders in DTC.

Book Entry

Individual certificates are not issued for the Units. Instead, Units are represented by one or more global certificates, which are deposited by the Administrator with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the Units outstanding at any time. Unitholders 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 who hold interests in the Units through DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers of Units. DTC Participants acting on behalf of investors holding Units through such participants’ accounts in DTC will follow the delivery practice applicable to securities eligible for DTC’s Same-Day Funds Settlement System. Units are credited to DTC Participants’ securities accounts following confirmation of receipt of payment.

DTC

DTC has advised us as follows: It is a limited purpose trust company organized under the laws of the State of New York and is 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 holds securities for DTC Participants and facilitates the clearance and settlement of transactions between DTC Participants through electronic book-entry changes in accounts of DTC Participants.

Transfer of Units

The Units are only transferable through the book-entry system of DTC. Unitholders who are not DTC Participants may transfer their Units through DTC by instructing the DTC Participant holding their Units (or by instructing the Indirect Participant or other entity through which their Units are held) to transfer the Units. Transfers are made in accordance with standard securities industry practice.

Transfers of interests in Units with DTC are made in accordance with the usual rules and operating procedures of DTC and the nature of the transfer. DTC has established procedures to facilitate transfers among the participants and/or accountholders of DTC. Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect Participants, the ability of a person or entity having an interest in a global certificate to pledge such interest to persons or entities that do not participate in DTC, or otherwise take actions in respect of such interest, may be affected by the lack of a certificate or other definitive document representing such interest.

DTC has advised us that it will take any action permitted to be taken by a Unitholder (including, without limitation, the presentation of a global certificate for exchange) only at the direction of one or more DTC Participants in whose account with DTC interests in global certificates are credited and only in respect of such portion of the aggregate principal amount of the global certificate as to which such DTC Participant or Participants has or have given such direction.

 

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Inter-Series Limitation on Liability

Because the Trust was established as a Delaware statutory trust, USABF and each other series established under the Trust will be operated so that it will be liable only for obligations attributable to such series and will not be liable for obligations of any other series or affected by losses of any other series. If any creditor or unitholder of any particular series (such as USABF) asserts against the series a valid claim with respect to its indebtedness or Units, the creditor or unitholder will only be able to obtain recovery from the assets of that series and not from the assets of any other series or the Trust generally. The assets of USABF and any other series will include only those funds and other assets that are paid to, held by or distributed to the series on account of and for the benefit of that series, including, without limitation, amounts delivered to the Trust for the purchase of Units in a series. This limitation on liability is referred to as 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 series or the Trust generally. In furtherance of the Inter-Series Limitation on Liability, every party providing services to the Trust, USABF or the Sponsor on behalf of the Trust or USABF, will acknowledge and consent in writing to the Inter-Series Limitation on Liability with respect to such party’s claims.

The existence of a Trustee should not be taken as an indication of any additional level of management or supervision over any Fund. To the greatest extent permissible under Delaware law, the Trustee acts in an entirely passive role, delegating all authority for the management and operation of USABF and the Trust to the Sponsor. The Trustee does not provide custodial services with respect to the assets of USABF.

Recognition of the Trust in Certain States

A number of states do not have “statutory 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 state could hold that, due to the absence of any statutory provision to the contrary in such jurisdiction, the Unitholders, 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 Unitholders against any loss of limited liability, the Trust Agreement provides that each written obligation undertaken by the Sponsor on behalf of the Trust or USABF shall give notice that the obligation is not binding upon the Unitholders individually but is binding only upon the assets and property of USABF, and no resort shall be had to the Unitholders’ personal property for satisfaction of such obligation. Furthermore, the Trust and USABF indemnify all Unitholders against any liability that such Unitholders might incur solely based on their status as Unitholders of one or more Units (other than for taxes for which such Unitholder is liable under the Trust Agreement).

What is the Plan of Distribution?

Buying and Selling Units

Most investors buy and sell Units of USABF in secondary market transactions through brokers. Units trade on the NYSE Arca under the ticker symbol “USABF.” Units are bought and sold throughout the trading day like other publicly traded securities. When buying or selling Units through a broker, most investors incur customary brokerage commissions and charges. Investors are encouraged to review the terms of their brokerage account for details on applicable charges and, as discussed below under “U.S. Federal Income Tax Considerations,” any provisions authorizing the broker to borrow Units held on your behalf.

Marketing Agent and Authorized Purchasers

The offering of USABF’s Units is a best efforts offering. USABF will continuously offer Creation Baskets consisting of 100,000 Units through the Marketing Agent, to Authorized Purchasers. Merrill Lynch Professional Clearing Corp. is expected to be the initial Authorized Purchaser. It is expected that on or about the effective date, the initial Authorized Purchaser will purchase one or more initial Creation Baskets of USABF at a per unit price which is expected to initially be $25.00.

In order to satisfy NYSE Arca listing standards that at least 100,000 Units of USABF be outstanding, the Sponsor may purchase one of such Creation Baskets of USABF from the initial Authorized Purchaser at the initial offering price of such Units and hold it for an indefinite period of time. The Sponsor has agreed not to resell the Units comprising each such basket except that it may require the initial Authorized Purchaser to repurchase all of these

 

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Units at a per Unit price equal to USABF’s per Unit NAV, as the case may be, within 5 days following written notice from the Sponsor, subject to the conditions that (i) on the date of repurchase, the initial Authorized Purchaser must immediately redeem these Units in accordance with the terms of the Authorized Purchaser Agreement and (ii) immediately following such redemption at least 100,000 Units of USABF remain outstanding.

The initial offering price of $25.00 was set as an appropriate and convenient price that would facilitate secondary market trading of Units, and the Units of USABF acquired by the Sponsor in connection with its initial capital contribution were purchased at a price of $25.00 per Unit. All Authorized Purchasers pay a $1,000 fee for each order to create one or more Creation Baskets, regardless of the number of Creation Baskets in the order. The Marketing Agent will receive, for its services as distributor to USABF, a fee at an annual rate of: 0.06% on USABF’s average net assets up to $3 billion; and 0.04% on USABF’s average net assets in excess of $3 billion; provided, however, that in no event may the aggregate compensation paid to the Marketing Agent for distribution-related services in connection with this offering of Units exceed 10 percent (10%) of the gross proceeds of this offering.

The offering of baskets is being made in compliance with Conduct Rule 2310 of FINRA. Accordingly, Authorized Purchasers will not make any sales to any account over which they have discretionary authority without the prior written approval of a purchaser of Units.

The per Unit price of Units offered in Creation Baskets on any subsequent day will be the total NAV of USABF calculated shortly after the close of the NYSE Arca on that day divided by the number of issued and outstanding Units. An Authorized Purchaser is not required to sell any specific number or dollar amount of Units.

By executing an Authorized Purchaser Agreement, an Authorized Purchaser becomes part of the group of parties eligible to purchase baskets from, and put baskets for redemption to, USABF. An Authorized Purchaser is under no obligation to create or redeem baskets or to offer to the public Units of any baskets it does create.

As of the date of this prospectus, Merrill Lynch Professional Clearing Corp is the only Authorized Purchaser. We also expect there to be additional Authorized Purchasers for USABF. A list of Authorized Purchasers will be available from the Marketing Agent. Because new Units can be created and issued on an ongoing basis, at any point during the life of USABF, a “distribution,” as such term is used in the 1933 Act, will be occurring. Authorized Purchasers, other broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner that would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the 1933 Act. For example, the initial Authorized Purchaser will be a statutory underwriter with respect to the initial purchase of Creation Baskets. In addition, any purchaser who purchases Units with a view towards distribution of such Units may be deemed to be a statutory underwriter.

In addition, an Authorized Purchaser, other broker-dealer firm or its client will be deemed a statutory underwriter if it purchases a basket from USABF, breaks the basket down into the constituent Units and sells the Units to its customers; or if it chooses to couple the creation of a supply of new Units with an active selling effort involving solicitation of secondary market demand for the Units. In contrast, Authorized Purchasers may engage in secondary market or other transactions in Units that would not be deemed “underwriting.” For example, an Authorized Purchaser may act in the capacity of a broker or dealer with respect to Units that were previously distributed by other Authorized Purchasers. A determination of whether a particular market participant is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to designation as an underwriter and subject them to the prospectus-delivery and liability provisions of the 1933 Act.

Dealers who are neither Authorized Purchasers nor “underwriters” but are nonetheless participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Units that are part of an “unsold allotment” within the meaning of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section 4(3) of the 1933 Act.

 

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The Sponsor intends any broker-dealers selling Units will be members of FINRA. Investors intending to create or redeem baskets through Authorized Purchasers in transactions not involving a broker-dealer registered in such investor’s state of domicile or residence should consult their legal advisor regarding applicable broker-dealer regulatory requirements under the state securities laws prior to such creation or redemption.

While the Authorized Purchasers may be indemnified by the Sponsor, they will not be entitled to receive a discount or commission from the Trust or the Sponsor for their purchases of Creation Baskets. The difference between the price paid by Authorized Purchasers for Creation Baskets and the price paid for Units to such Authorized Purchasers by investors will be deemed underwriting compensation.

What Is the Flow of Units?

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Calculating NAV

USABF’s NAV is calculated by:

 

   

Taking the current market value of its total assets, and

 

   

Subtracting any liabilities.

BBH & Co., Inc, the Administrator, will calculate the NAV of USABF once each NYSE Arca trading day. The NAV for a particular trading day will be released after 4:00 p.m. New York time. Trading during the core trading session on the NYSE Arca typically closes at 4:00 p.m. New York time. The Administrator uses the closing prices on the relevant Futures Exchanges of the Benchmark Futures Contracts (determined at the earlier of the close of such exchange or 2:30 p.m. New York time) for the contracts traded on the Futures Exchanges, but calculates or determines the value of all other USABF investments using market quotations, if available, or other information customarily used to determine the fair value of such investments as of the earlier of the close of the NYSE Arca or 4:00 p.m. New York time in accordance with the current Administrative Agency Agreement among BBH & Co., Inc., USABF and the Sponsor. “Other information” customarily used in determining fair value includes information consisting of market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other market data in the relevant market; or information of the types described above from internal sources if that information is of the same type used by USABF in the regular course of its business for the valuation of similar transactions. The information may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilized. Third parties supplying quotations or market data may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information.

In addition, in order to provide updated information relating to USABF for use by investors and market professionals, the NYSE Arca will calculate and disseminate throughout the core trading session on each trading day an updated indicative fund value. The indicative fund value will be calculated by using the prior day’s closing NAV per unit of USABF as a base and updating that value throughout the trading day to reflect changes in the most recently reported price level of the Benchmark Futures Contract as reported by Bloomberg, L.P. or another reporting service.

The indicative fund value unit basis disseminated during NYSE Arca core trading session hours should not be viewed as an actual real time update of the NAV, because NAV is calculated only once at the end of each trading day based upon the relevant end of day values of USABF’s investments.

The indicative fund value will be disseminated on a per unit basis every 15 seconds during regular NYSE Arca core trading session hours of 9:30 a.m. New York time to 4:00 p.m. New York time. The normal trading hours of the Futures Exchanges vary, with some Futures Exchanges ending their trading hours before the close of the core trading session on NYSE Arca (for example, the normal trading hours of the NYMEX are 10:00 a.m. New York time to 2:30 p.m. New York time). When USABF holds Benchmark Futures Contracts from Futures Exchanges with different trading hours than the NYSE Arca there will be a gap in time at the beginning and/or the end of each day during which USABF’s Units are traded on the NYSE Arca, but real-time Futures Exchange trading prices for Benchmark Futures Contracts traded on such Futures Exchanges are not available. As a result, during those gaps there will be no update to the indicative fund value.

The NYSE Arca will disseminate the indicative fund value through the facilities of CTA/CQ High Speed Lines. In addition, the indicative fund value will be published on the NYSE Arca’s website and will be available through on-line information services such as Bloomberg and Reuters.

Dissemination of the indicative fund value provides additional information that is not otherwise available to the public and is useful to investors and market professionals in connection with the trading of Units on the NYSE Arca. Investors Units will be available to investors.

 

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In addition, other Futures Contracts, Other Asian Commodities-Related Investments and Treasuries held by USABF will be valued by the Administrator, using rates and points received from client-approved third party vendors (such as Reuters and WM Company) and advisor quotes. These investments will not be included in the indicative value.

Creation and Redemption of Units

USABF creates and redeems Units from time to time, but only in one or more Creation Baskets or Redemption Baskets. The creation and redemption of baskets are only made in exchange for delivery to USABF or the distribution by USABF of the amount of Treasuries and/or cash equal to the combined NAV of the number of Units included in the baskets being created or redeemed determined as of 4:00 p.m. New York time on the day the order to create or redeem baskets is properly received.

Authorized Purchasers are the only persons that may place orders to create and redeem baskets. Authorized Purchasers must be (1) either registered broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required to register as broker-dealers to engage in securities transactions as described below, and (2) DTC Participants. To become an Authorized Purchaser, a person must enter into an Authorized Purchaser Agreement with the Sponsor. The Authorized Purchaser Agreement provides the procedures for the creation and redemption of baskets and for the delivery of the Treasuries and/or cash required for such creations and redemptions. The Authorized Purchaser Agreement and the related procedures attached thereto may be amended by the Sponsor, without the consent of any Unitholder or Authorized Purchaser. Authorized Purchasers pay a transaction fee of $1,000 to the Sponsor for each order they place to create or redeem one or more baskets. Authorized Purchasers who make deposits with USABF in exchange for baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Trust or the Sponsor, and no such person will have any obligation or responsibility to the Trust or the Sponsor to effect any sale or resale of Units.

Certain Authorized Purchasers are expected to be capable of participating directly in the physical commodity and the Commodity Interest markets. Some Authorized Purchasers or their affiliates may from time to time buy or sell commodities or Asian Commodities Interests and may profit in these instances. The Sponsor believes that the size and operation of the commodities market make it unlikely that Authorized Purchasers’ direct activities in the commodities or securities markets will significantly affect the price of commodities, Asian Commodities Interests, or USABF’s Units.

Each Authorized Purchaser will be required to be registered as a broker-dealer under the Exchange Act and a member in good standing with FINRA, or exempt from being or otherwise not required to be licensed as a broker-dealer or a member of FINRA, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Purchasers may also be regulated under federal and state banking laws and regulations. Each Authorized Purchaser has its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.

Under the Authorized Purchaser Agreement, the Sponsor has agreed to indemnify the Authorized Purchasers against certain liabilities, including liabilities under the 1933 Act, and to contribute to the payments the Authorized Purchasers may be required to make in respect of those liabilities.

 

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The following description of the procedures for the creation and redemption of baskets is only a summary and an investor should refer to the relevant provisions of the Trust Agreement and the form of Authorized Purchaser Agreement for more detail, each of which has been filed as an exhibit to the registration statement of which this prospectus is a part. See “Where You Can Find More Information” for information about where you can obtain the registration statement.

Creation Procedures

On any business day, an Authorized Purchaser may place an order with the Marketing Agent to create one or more baskets. For purposes of processing purchase and redemption orders, a “business day” means any day other than a day when the NYSE Arca, the New York Stock Exchange, or any of the Futures Exchanges upon which a Benchmark Futures Contract is traded is closed for regular trading. Purchase orders must be placed by 10:30 a.m. New York time or the close of regular trading on the NYSE Arca, whichever is earlier. The day on which the Marketing Agent receives a valid purchase order is referred to as the purchase order date.

By placing a purchase order, an Authorized Purchaser agrees to deposit Treasuries, cash or a combination of Treasuries and cash with the Trust, as described below. Prior to the delivery of baskets for a purchase order, the Authorized Purchaser must also have wired to the Custodian the non-refundable transaction fee due for the purchase order. Authorized Purchasers may not withdraw a creation request.

Determination of Required Deposits

The total deposit required to create each basket (“Creation Basket Deposit”) is the amount of Treasuries and/or cash that is in the same proportion to the total assets of USABF (net of estimated accrued but unpaid fees, expenses and other liabilities) on the purchase order date as the number of Units to be created under the purchase order is in proportion to the total number of Units outstanding on the purchase order date. The Sponsor determines, directly in its sole discretion or in consultation with the Administrator, the requirements for Treasuries and cash, including the remaining maturities of the Treasuries and proportions of Treasuries and cash that may be included in deposits to create baskets. The Marketing Agent will publish an estimate of the Creation Basket Deposit requirements at the beginning of each business day.

Delivery of Required Deposits

An Authorized Purchaser who places a purchase order is responsible for transferring to USABF’s account with the Custodian the required amount of Treasury Securities and/or cash by noon New York time on the third business day following the purchase order date. Upon receipt of the deposit amount, the Administrator will direct DTC to credit the number of baskets ordered to the Authorized Purchaser’s DTC account on the third business day following the purchase order date.

Because orders to purchase baskets must be placed by 10:30 a.m., New York time, but the total payment required to create a basket during the continuous offering period will not be determined until 4:00 p.m., New York time, on the date the purchase order is received, Authorized Purchasers will not know the total amount of the payment required to create a basket at the time they submit an irrevocable purchase order for the basket. USABF’s NAV and the total amount of the payment required to create a basket could rise or fall substantially between the time an irrevocable purchase order is submitted and the time the amount of the purchase price in respect thereof is determined.

Rejection of Purchase Orders

The Sponsor acting by itself or through the Marketing Agent shall have the absolute right, but shall have no obligation, to reject any purchase order or Creation Basket Deposit if the Sponsor determines that:

 

   

the purchase order or Creation Basket Deposit is not in proper form;

 

   

it would not be in the best interest of the Unitholders;

 

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due to position limits or otherwise, investment alternatives that will enable USABF to meet its investment objective are not available to USABF at that time;

 

   

the acceptance of the purchase order or the Creation Basket Deposit would have adverse tax consequences to USABF or its Unitholders;

 

   

the acceptance or receipt of which would, in the opinion of counsel to the Sponsor, be unlawful; or

 

   

circumstances outside the control of the Sponsor, the Marketing Agent or the Custodian make it, for all practical purposes, not feasible to process creations of Creation Baskets (including if the Sponsor determines that the investments available to USABF at that time will not enable it to meet its investment objective).

None of the Sponsor, the Marketing Agent or the Custodian will be liable for the rejection of any purchase order or Creation Basket Deposit.

Redemption Procedures

The procedures by which an Authorized Purchaser can redeem one or more baskets mirror the procedures for the creation of baskets. On any business day, an Authorized Purchaser may place an order with the Marketing Agent to redeem one or more baskets. Redemption orders must be placed by 10:30 a.m. New York time or the close of regular trading on the NYSE Arca, whichever is earlier. A redemption order so received will be effective on the date it is received in satisfactory form by the Marketing Agent. The redemption procedures allow Authorized Purchasers to redeem baskets and do not entitle an individual Unitholder to redeem any Units in an amount less than a Redemption Basket, or to redeem baskets other than through an Authorized Purchaser. By placing a redemption order, an Authorized Purchaser agrees to deliver the baskets to be redeemed through DTC’s book-entry system to USABF not later than noon New York time on the third business day following the effective date of the redemption order. Prior to the delivery of the redemption distribution for a redemption order, the Authorized Purchaser must also have wired to the Sponsor’s account at the Custodian the non-refundable transaction fee due for the redemption order. An Authorized Purchaser may not withdraw a redemption order.

Determination of Redemption Distribution

The redemption distribution from USABF will consist of a transfer to the redeeming Authorized Purchaser of an amount of Treasuries and/or cash that is in the same proportion to the total assets of USABF (net of estimated accrued but unpaid fees, expenses and other liabilities) on the date the order to redeem is properly received as the number of Units to be redeemed under the redemption order is in proportion to the total number of Units outstanding on the date the order is received. The Sponsor, directly or in consultation with the Administrator, determines the requirements for Treasuries and cash, including the remaining maturities of the Treasuries and proportions of Treasuries and cash that may be included in distributions to redeem baskets. The Marketing Agent will publish an estimate of the redemption distribution per basket as of the beginning of each business day.

Delivery of Redemption Distribution

The redemption distribution due from USABF will be delivered to the Authorized Purchaser on the third business day following the redemption order date if, by 3:00 p.m., New York time on such third business day, USABF’s DTC account has been credited with the baskets to be redeemed. If USABF’s DTC account has not been credited with all of the baskets to be redeemed by such time, the redemption distribution will be delivered to the extent of whole baskets received. Any remainder of the redemption distribution will be delivered on the next business day to the extent of remaining whole baskets received if USABF receives the fee applicable to the extension of the redemption distribution date which the Sponsor may, from time to time, determine and the remaining baskets to be redeemed are credited to USABF’s DTC account by 3:00 p.m., New York time on such next business day. Any further outstanding amount of the redemption order shall be cancelled. Pursuant to information from the Sponsor, the Custodian will also be authorized to deliver the redemption distribution notwithstanding that the baskets to be redeemed are not credited to USABF’s DTC account by 3:00 p.m., New York time on the third business day following the redemption order date if the Authorized Purchaser has collateralized its obligation to deliver the baskets through DTC’s book entry-system on such terms as the Sponsor may from time to time determine.

 

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Suspension or Rejection of Redemption Orders

The Sponsor may, in its discretion, suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca or any of the Futures Exchanges upon which a Benchmark Futures Contract is traded is closed other than customary weekend or holiday closings, or trading on the NYSE Arca or the Futures Exchanges is suspended or restricted, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of Treasuries is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for the protection of the Unitholders. For example, the Sponsor may determine that it is necessary to suspend redemptions to allow for the orderly liquidation of USABF’s assets at an appropriate value to fund a redemption. If the Sponsor has difficulty liquidating USABF’s positions, e.g., because of a market disruption event in the futures markets or an unanticipated delay in the liquidation of a position in an over the counter contract, it may be appropriate to suspend redemptions until such time as such circumstances are rectified. None of the Sponsor, the Marketing Agent, or the Custodian will be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

Redemption orders must be made in whole baskets. The Sponsor acting by itself or through the Marketing Agent may, in its sole discretion, reject any Redemption Order (1) the Sponsor determines that the Redemption Order is not in proper form, (2) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, or (3) if circumstances outside the control of the Sponsor, the Marketing Agent or the Custodian make it for all practical purposes not feasible for the Units to be delivered under the Redemption Order. The Sponsor may also reject a redemption order if the number of Units being redeemed would reduce the remaining outstanding Units to 100,000 Units (i.e., one basket) or less, unless the Sponsor has reason to believe that the placer of the redemption order does in fact possess all the outstanding Units and can deliver them.

Creation and Redemption Transaction Fee

To compensate the Sponsor for its expenses in connection with the creation and redemption of baskets, an Authorized Purchaser is required to pay a transaction fee to the Sponsor of $1,000 per order to create or redeem baskets, regardless of the number of baskets in such order. The transaction fee may be reduced, increased or otherwise changed by the Sponsor. The Sponsor shall notify DTC of any change in the transaction fee and will not implement any increase in the fee for the creation or redemption of baskets until 30 days after the date of the notice.

Tax Responsibility

Authorized Purchasers are responsible for any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Purchaser, and agree to indemnify the Sponsor and USABF if they are required by law to pay any such tax, together with any applicable penalties, additions to tax and interest thereon.

Secondary Market Transactions

As noted, USABF will create and redeem Units from time to time, but only in one or more Creation Baskets or Redemption Baskets. The creation and redemption of baskets are only made in exchange for delivery to USABF or the distribution by USABF of the amount of Treasuries and/or cash equal to the aggregate NAV of the number of Units included in the baskets being created or redeemed determined on the day the order to create or redeem baskets is properly received.

As discussed above, Authorized Purchasers are the only persons that may place orders to create and redeem baskets. Authorized Purchasers must be registered broker-dealers or other securities market participants, such as banks and other financial institutions that are not required to register as broker-dealers to engage in securities transactions. An Authorized Purchaser is under no obligation to create or redeem baskets, and an Authorized Purchaser is under no obligation to offer to the public Units of any baskets it does create. Authorized Purchasers that do offer to the public Units from the baskets they create will do so at per-Unit offering prices that are expected to reflect, among other factors, the trading price of the Units on the NYSE Arca, the NAV of USABF at the time the Authorized Purchaser

 

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purchased the Creation Baskets, the NAV of the Units at the time of the offer of the Units to the public, the supply of and demand for Units at the time of sale, and the liquidity of the Futures Contract market and the market for Other Asian Commodities-Related Investments. The prices of Units offered by Authorized Purchasers are expected to fall between USABF’s NAV and the trading price of the Units on the NYSE Arca at the time of sale. Units initially comprising the same basket but offered by Authorized Purchasers to the public at different times may have different offering prices. An order for one or more baskets may be placed by an Authorized Purchaser on behalf of multiple clients. Units are expected to trade in the secondary market on the NYSE Arca. Units may trade in the secondary market at prices that are lower or higher relative to their NAV per Unit. The amount of the discount or premium in the trading price relative to the NAV per Unit may be influenced by various factors, including the number of investors who seek to purchase or sell Units in the secondary market and the liquidity of the Futures Contract market and the market for Other Asian Commodities-Related Investments. While the Units trade during the core trading session on the NYSE Arca until 4:00 p.m. New York time, liquidity in the market for Futures Contracts and Other Asian Commodities-Related Investments may be reduced after the close of the Futures Exchanges upon which the Benchmark Futures Contracts are traded. As a result, during this time, trading spreads, and the resulting premium or discount, on the Units may widen.

Use of Proceeds

The Sponsor will cause USABF to transfer the proceeds of the sale of Creation Baskets to the Custodian or another custodian for use in trading activities. The Sponsor will invest USABF’s assets in Futures Contracts and Other Asian Commodities-Related Investments, short-term Treasuries, cash and cash equivalents. When USABF purchases Futures Contracts and certain Other Asian Commodities-Related Investments that are exchange-traded, USABF will be required to deposit with the futures commission merchant on behalf of the exchange a portion of the value of the contract or other interest as security to ensure payment for the obligation under the Asian Commodities Interests at maturity. This deposit is known as initial margin. Counterparties in transactions in over-the-counter Asian Commodities Interests will generally impose similar collateral requirements on USABF. The Sponsor will invest USABF’s assets that remain after margin and collateral is posted in short-term Treasuries, cash and/or cash equivalents. Subject to these margin and collateral requirements, the Sponsor has sole authority to determine the percentage of assets that will be:

 

   

held as margin or collateral with futures commission merchants or other custodians;

 

   

used for other investments; and

 

   

held in bank accounts to pay current obligations and as reserves.

In general, USABF expects that it will be required to post between 5% and 20% of the notional amount of a commodity futures contract as initial margin when entering into such commodity futures contract. Ongoing margin and collateral payments will generally be required for both exchange-traded and over-the-counter Asian Commodities Interests based on changes in the value of the Asian Commodities Interests. Furthermore, ongoing collateral requirements with respect to over-the-counter Asian Commodities Interests are negotiated by the parties, and may be affected by overall market volatility, volatility of the underlying commodity or index, the ability of the counterparty to hedge its exposure under the commodity futures contract, and each party’s creditworthiness. In light of the differing requirements for initial payments under exchange-traded and over-the-counter Asian Commodities Interests and the fluctuating nature of ongoing margin and collateral payments, it is not possible to estimate what portion of USABF’s assets will be posted as margin or collateral at any given time. The Treasuries, cash and cash equivalents held by USABF will constitute reserves that will be available to meet ongoing margin and collateral requirements. All income will be used for USABF’s benefit.

A futures commission merchant, counterparty, government agency or commodity exchange could increase margin or collateral requirements applicable to USABF to hold trading positions at any time. Moreover, margin is merely a security deposit and has no bearing on the profit or loss potential for any positions held.

USABF’s assets posted as margin for Futures Contracts will be held in segregation pursuant to the Commodity Exchange Act and CFTC regulations. Collateral posted in connection with over-the-counter contracts held with

 

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USABF’s futures commission merchant will be similarly segregated and if held with other counterparties will be segregated pursuant to contract between USABF and its counterparties.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Trust’s application of these policies involves judgments and actual results may differ from the estimates used.

The Sponsor has evaluated the nature and types of estimates that it will make in preparing USABF’s financial statements and related disclosures once USABF commences operations. The Sponsor has determined that the valuation of Asian commodity Interests that are not traded on a U.S. or internationally recognized futures exchange (such as swaps and other over-the-counter contracts) involves a critical accounting policy. While not currently applicable to USABF given the fact that it is not currently involved in trading activities, the values which will be used by USABF for the Benchmark Futures Contract will be provided by the commodity broker who will use market prices when available, while OTC contracts will be valued based on the present value of estimated future cash flows that would be received from or paid to a third party in settlement of these derivative contracts prior to their delivery date. Values will be determined on a daily basis.

Liquidity and Capital Resources

USABF does not anticipate making use of borrowings or other lines of credit to meet its obligations. It is anticipated that USABF will meet its liquidity needs in the normal course of business from the proceeds of the sale of its investments or from the cash, cash equivalents and/or the Treasuries that it intends to hold at all times. USABF’s liquidity needs include: redeeming Units, providing margin deposits for existing Benchmark Futures Contracts or the purchase of additional Benchmark Futures Contracts, posting collateral for OTC Asian Commodity Interests, and payment of expenses, summarized below under “Contractual Obligations.”

USABF will generate cash primarily from (i) the sale of Creation Baskets and (ii) interest earned on cash, cash equivalents and its investments in Treasuries. Once USABF begins trading activities, it is anticipated that all of the net assets of USABF will be allocated to trading in Asian commodity Interests. Most of the assets of USABF will be held in Treasuries, cash and/or cash equivalents that could or will be used as margin or collateral for trading in Asian commodity Interests. The percentage that such assets will bear to the total net assets will vary from period to period as the market values of the Asian commodity Interests change. Interest earned on interest-bearing assets of USABF will be paid to USABF.

The investments of USABF in Asian commodity Interests will be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, the NYMEX limits the fluctuations in Benchmark Futures Contract prices during a single day by regulations referred to as “daily limits.” During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a Benchmark Futures Contract has increased or decreased by an amount equal to the daily limit, positions in the contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Such market conditions could prevent USABF from promptly liquidating a position in Futures Contracts.

To date, all of the expenses of the USABF have been funded by Sponsor. If USABF is unsuccessful in raising sufficient funds to cover its expenses and its portion of the Trust’s expenses, or in locating any other source of funding, USABF may terminate and its Unitholders may lose all or part of their investment.

 

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Market Risk

Trading in Asian commodity Interests such as the Benchmark Futures Contracts will involve USABF entering into contractual commitments to purchase or sell specific amounts of commodities at a specified date in the future. The gross or face amount of the contracts is expected to significantly exceed the future cash requirements of USABF because it intends to close out any open positions prior to settlement. As a result, USABF should be subject only to the risk of loss arising from the change in value of the contracts, not from the need to make delivery under the contracts. USABF considers the “fair value” of its derivative instruments to be the unrealized gain or loss on the contracts. The market risk associated with the commitment by USABF to purchase a specific commodity will be limited to the aggregate face amount of the contacts held.

The exposure of USABF to market risk will depend on a number of factors including the markets for commodities, the volatility of interest rates and foreign exchange rates, the liquidity of the Asian commodity Interest markets and the relationships among the contracts held by USABF. The lack of experience of the Sponsor in utilizing its model to trade in Asian commodity Interests in a manner that tracks changes in the changes in the price of the Benchmark Futures Contracts, as well as drastic market occurrences, could ultimately lead to the loss of all or substantially all of a Unitholder’s investment.

Credit Risk

When USABF enters into Benchmark Futures Contracts and Other Asian Commodity-Related Investments, it will be exposed to the credit risk that the counterparty will not be able to meet its obligations. The counterparty for the Benchmark Futures Contracts traded on ICE Futures is the clearinghouse associated with ICE Futures. In general, clearinghouses are backed by their members who may be required to participate in the financial burden resulting from the nonperformance of one of their members, which should significantly reduce credit risk. Some foreign exchanges are not backed by their clearinghouse members but may be backed by a consortium of banks or other financial institutions. Unlike in the case of exchange-traded Benchmark Futures Contracts, the counterparty to an OTC Asian Commodity Interest contract is generally a single bank or other financial institution. As a result, there will be greater counterparty credit risk in OTC transactions. There can be no assurance that any counterparty, clearing house, or their financial backers will satisfy their obligations to USABF.

The Sponsor will attempt to manage the credit risk of USABF by following certain trading limitations and policies. In particular, USABF intends to post margin and collateral and/or hold liquid assets that will be equal to approximately the face amount of the Asian commodity Interests it holds. The Sponsor will implement procedures that will include, but will not be limited to, executing and clearing trades and entering into over-the-counter transactions only with parties it deems creditworthy and/or requiring the posting of collateral by such parties for the benefit of USABF to limit its credit exposure.

Any commodity broker for USABF, when acting as the futures commission merchant in accepting orders to purchase or sell futures contracts on United States exchanges, will be required by CFTC regulations to separately account for and segregate as belonging to USABF all of USABF’s assets that relate to domestic futures contract trading. These commodity brokers are not allowed to commingle the assets of USABF with the commodity broker’s other assets. In addition, the CFTC requires commodity brokers to hold in a secure account the assets of USABF related to foreign futures contract trading.

Off Balance Sheet Financing

As of the date of this prospectus, neither the Trust nor USABF have any loan guarantees, credit support or other off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions relating to certain risks service providers undertake in performing services which are in the best interests of USABF. While USABF’s exposure under these indemnification provisions cannot be estimated, they are not expected to have a material impact on USABF’s financial positions.

 

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Redemption Basket Obligation

Other than as necessary to meet the investment objective of USABF and pay its contractual obligations described below, USABF will require liquidity to redeem Redemption Baskets. USABF intends to satisfy this obligation through the transfer of its cash (generated, if necessary, through the sale of Treasuries) in an amount proportionate to the number of units being redeemed, as described above under “Redemption Procedures.”

Contractual Obligations

USABF’s primary contractual obligation will be with the Sponsor and certain other service providers. USABF is obligated to pay the Sponsor a management fee at an annual rate of 0.90% of its average daily net assets and paid monthly. USABF will also be responsible for all ongoing fees, costs and expenses of its operations, including:

 

   

brokerage and other fees and commissions incurred in connection with the trading activities of USABF;

 

   

expenses incurred in connection with registering additional Units of USABF or offering Units of USABF after the time any Units of USABF have begun trading on the NYSE Arca;

 

   

the routine expenses associated with distribution, including printing and mailing, of any monthly, annual and other reports to Unitholders required by applicable U.S. federal and state regulatory authorities;

 

   

fees and expenses associated with compensation to the directors of the Sponsor;

 

   

payment for routine services of the Trustee, legal counsel and independent accountants;

 

   

payment for fees associated with tax accounting and reporting, routine accounting, bookkeeping, whether performed by an outside service provider or by affiliates of the Sponsor;

 

   

postage and insurance, including directors and officers’ liability insurance for the Sponsor;

 

   

costs and expenses associated with client relations and services;

 

   

the payment of any distributions related to redemption of Units;

 

   

payment of all federal, state, local or foreign taxes payable on the income, assets or operations of USABF and the preparation of all tax returns related thereto; and

 

   

extraordinary expenses (including, but not limited to, indemnification of any person against liabilities and obligations to the extent permitted by law and required under the Trust Agreement and the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation).

The Sponsor bears the costs and expenses incurred in connection with the formation, qualification and registration of the Trust, USABF and the Units of USABF under applicable U.S. federal and state law, and any other expenses actually incurred and, directly or indirectly, related to the organization of the Trust or USABF or the offering of USABF’s Units prior to the time such Units begin trading on the NYSE Arca, including, but not limited to, expenses such as: (i) initial registration fees, prepaid licensing fees, filing fees, escrow fees and taxes, (ii) costs of preparing, printing (including typesetting), amending, supplementing, mailing and distributing this prospectus and the exhibits hereto, (iii) the costs of qualifying, printing (including typesetting), amending, supplementing, mailing and distributing sales materials used in connection with the offering and issuance of the Units of USABF, (iv) travel, telephone and other expenses in connection with the offering and issuance of the Units of USABF, (v) accounting, auditing and legal fees (including disbursements related thereto) incurred in connection therewith, (vi) the routine expenses associated with the preparation of monthly, quarterly, annual and other reports required by applicable U.S. federal and state regulatory authorities, and (vii) payment for fees associated with custody and transfer agency services, whether performed by an outside service provider or by affiliates of the Sponsor.

While the Sponsor has agreed to pay registration fees to the SEC, FINRA, NYSE Arca or any other regulatory agency or exchange in connection with the offer and sale of the Units offered through this prospectus and the legal, printing, accounting and other expenses associated with such registrations, USABF will be responsible for any registration fees and related expenses incurred in connection with any future offer and sale of its Units in excess of those offered through this prospectus.

 

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USABF pays its own brokerage and other transaction costs. USABF will pay fees to futures commission merchants in connection with its transactions in futures contracts. Futures commission merchant fees are estimated to be 0.10% annually for USABF. This estimate is based on the number of Benchmark Futures Contracts the Sponsor would have to purchase each month based on an average value of $85,647 for the Benchmark Futures Contracts as of August 31, 2011. These amounts may be higher or lower once USABF commences operations. In general, transaction costs on OTC Asian commodity Interests and on Treasuries and other short-term securities will be embedded in the purchase or sale price of the instrument being purchased or sold, and may not readily be estimated. The Sponsor may, in its discretion, pay or reimburse USABF for, or waive a portion of its management fee to offset, expenses that would otherwise be borne by USABF.

The parties cannot anticipate the amount of payments that will be required under these arrangements for future periods as USABF’s NAV and trading levels to meet their respective investment objectives will not be known until a future date. These agreements are effective for a specific term agreed upon by the parties with an option to renew, or, in some cases, are in effect for the duration of USABF’s existence. The parties may terminate these agreements earlier for certain reasons listed in the agreements

The Trust Agreement

The following paragraphs are a summary of certain provisions of the Trust Agreement. The following discussion is qualified in its entirety by reference to the Trust Agreement.

Authority of the Sponsor

The Sponsor is generally authorized to perform all acts deemed necessary to carry out the purposes of the Trust and to conduct the business of the Trust. The Trust and each Fund will continue to exist until terminated in accordance with the Trust Agreement. The Sponsor’s authority includes, without limitation, the right to take the following actions:

 

   

To enter into, execute, deliver and maintain, and to cause the Trust to perform its obligations under, contracts, agreements and any other documents and instruments, and to do and perform all such things as may be in furtherance of the Trust purposes or necessary or appropriate for the offer and sale of the Units and the conduct of Trust activities;

 

   

To establish, maintain, deposit into, sign checks and/or otherwise draw upon accounts on behalf of the Trust with appropriate banking and savings institutions, and execute and accept any instrument or agreement incidental to the Trust’s business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Sponsor in the Sponsor’s name shall be deemed executed and accepted on behalf of the Trust by the Sponsor;

 

   

To deposit, withdraw, pay, retain and distribute each Fund’s assets or any portion thereof in any manner consistent with the provisions of the Trust Agreement;

 

   

To supervise the preparation and filing of any Registration Statement and supplements and amendments thereto;

 

   

To adopt, implement or amend, from time to time, such disclosure and financial reporting information gathering and control policies and procedures as are necessary or desirable to ensure compliance with applicable disclosure and financial reporting obligations under any applicable securities laws;

 

   

To make any necessary determination or decision in connection with the preparation of the Trust’s financial statements and amendments thereto, and this Prospectus;

 

   

To prepare, file and distribute, if applicable, any periodic reports or updates that may be required under the Exchange Act, the Commodity Exchange Act or the rules and regulations thereunder;

 

   

To pay or authorize the payment of distributions to the Unitholders and expenses of the Funds;

 

   

To make any elections on behalf of the Trust under the Code, or any other applicable U.S. federal or state tax law as the Sponsor shall determine to be in the best interests of the Trust; and

 

   

In its sole discretion, to determine to admit an affiliate or affiliates of the Sponsor as additional Sponsors.

 

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The Sponsor’s Obligations

In addition to the duties imposed by the Delaware Trust Statute, under the Trust Agreement the Sponsor has the following obligations as a sponsor of the Trust:

 

   

Devote to the business and affairs of the Trust such of its time as it determines in its discretion (exercised in good faith) to be necessary to conduct the business and affairs of the Trust for the benefit of the Trust and the Unitholders;

 

   

Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and for the conduct of its business in all appropriate jurisdictions;

 

   

Appoint and remove independent public accountants to audit the accounts of the Trust and employ attorneys to represent the Trust;

 

   

Use its best efforts to maintain the status of the Trust as a statutory trust for state law purposes and as a partnership for U.S. federal income tax purposes;

 

   

Invest, reinvest, hold uninvested, sell, exchange, write options on, lease, lend and, to the extent permitted by the Trust Agreement, pledge, mortgage and hypothecate the assets of each Fund in accordance with the purposes of the Trust and this Prospectus;

 

   

Have fiduciary responsibility for the safekeeping and use of the Trust’s assets, whether or not in the Sponsor’s immediate possession or control;

 

   

Enter into and perform agreements with each Authorized Purchaser, receive from Authorized Purchasers and process properly submitted purchase orders, receive Creation Basket Deposits, deliver or cause the delivery of Creation Baskets to for the account of the Authorized Purchaser submitting a purchase order;

 

   

Receive from Authorized Purchasers and process, or cause the Marketing Agent to process, properly submitted redemption orders, receive from the redeeming Authorized Purchasers through the Depository, and thereupon cancel or cause to be cancelled, Units corresponding to the Redemption Baskets to be redeemed;

 

   

Interact with the Depository as required;

 

   

Delegate duties to one or more administrators, as the Sponsor determines; and

 

   

Delegate duties to one or more commodity trading or other advisors, as the Sponsor determines.

To the extent that, at law (common or statutory) or in equity, the Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, USABF or the other Funds, the Unitholders or to any other person, the Sponsor will not be liable to the Trust, USABF or the Funds, the Unitholders or to any other person for its good faith reliance on the provisions of the Trust Agreement or this Prospectus unless such reliance constitutes gross negligence or willful misconduct on the part of the Sponsor.

Liability and Indemnification

Under the Trust Agreement, the Sponsor, the Trustee and their respective affiliates (collectively, “Covered Persons”) (i) shall have no liability to the Trust, to any Fund, or to any Unitholder for any loss suffered by the Trust or any Fund which arises out of any action or inaction of such Covered Person and (ii) shall not be personally liable for the return or repayment of all or any portion of the capital or profits of any Unitholder or assignee thereof, in both cases, provided that such Covered Person, in good faith, determined that such course of conduct was in the best interest of the Trust or the applicable Fund and such course of conduct did not constitute gross negligence or willful misconduct of such Covered Person. A Covered Person shall not be liable for the conduct or willful misconduct of any Administrator or other delegatee selected by the Sponsor with reasonable care, provided, however, that the Trustee and its affiliates shall not, under any circumstances be liable for the conduct or willful misconduct of any Administrator or other delegatee or any other person selected by the Sponsor to provide services to the Trust.

The Trust Agreement also provides that the Sponsor (and any other Covered Person performing services on behalf of the Trust or any Fund, as applicable, and acting within the scope of the Sponsor’s authority as set forth in the Trust Agreement) shall be indemnified by the Trust (or by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Fund) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust or a Fund, as applicable, provided that (i) the Sponsor was acting on behalf of or performing

 

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services for the Trust or such Fund, as applicable, and has determined, in good faith, that such course of conduct was in the best interests of the Trust or such Fund, as applicable and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of the Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable from the assets of the Trust or of the applicable Fund. All rights to indemnification permitted under the Trust Agreement shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor.

The Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of the U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation cost) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made.

The payment of any indemnification shall be allocated, as appropriate, among the Funds. The Trust and its series shall not incur the cost of that portion of any insurance, which insures any party against any liability, the indemnification of which is prohibited under the Trust Agreement.

Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or proceeding against the Sponsor shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust or any Fund, as applicable; (ii) the legal action is initiated by a party other than the Trust or any Fund; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust or any Fund, as applicable, in cases in which it is not entitled to indemnification under the Trust Agreement.

In the event the Trust or any Fund, as applicable, is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Unitholder’s (or assignee’s) obligations or liabilities unrelated to the business of the Trust or any Fund, as applicable, such Unitholder (or assignees cumulatively) is required under the Trust Agreement to indemnify, defend, hold harmless and reimburse or such Fund, as applicable, for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees.

The Trustee will not be liable or accountable to the Trust or to any other person or under any other agreement to which the Trust is a party, except for the Trustee’s own gross negligence or willful misconduct. The Sponsor also indemnifies the Trustee (in its capacity as Trustee and individually) and its successors, assigns, legal representatives, officers, directors, shareholders, employees, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding taxes payable by the Trustee on or measured by any compensation received by the Trustee for its services hereunder or any indemnity payments received by the Trustee under the Trust Agreement), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) in any way relating to or arising out of the formation, operation or termination of the Trust, 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 for expenses resulting from the gross negligence or willful misconduct of any of the indemnified parties.

Withdrawal of the Sponsor

The Sponsor may withdraw voluntarily as the Sponsor of the Trust only upon ninety (90) days’ prior written notice to all Unitholders and the Trustee. Unitholders holding at least 66 2/3% of the Trust’s outstanding Units (not including Units acquired by the Sponsor and its affiliates) may vote to remove the Sponsor. Any such action by such holders for removal of the Sponsor must also provide for the election of a successor Sponsor by the Unitholders holding a majority of the outstanding Units (not including Units acquired by the Sponsor and its affiliates). The successor Sponsor will continue the business of the Trust.

 

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In the event of withdrawal, the Sponsor is entitled to a redemption of the Units it acquired through its initial capital contribution to a Fund at their NAV per Unit. If the Sponsor withdraws and a successor Sponsor is named, the withdrawing Sponsor shall pay all expenses as a result of its withdrawal.

Meetings

Meetings of the Unitholders may be called by the Sponsor and the Sponsor may, but is not required to, call a meeting upon the written request of Unitholders holding at least 50% of the outstanding Units of all Funds or any Fund, as applicable. The Sponsor shall deposit in the United States mail or electronically transmit written notice to all Unitholders of the applicable Fund of the meeting and the purpose of the meeting, which shall be held on a date not less than 30 nor more than 60 days after the date of mailing of such notice, at a reasonable time and place. When the meeting is being requested by Unitholders, the notice of the meeting shall be mailed or transmitted within 45 days after the Sponsor’s receipt of the written request from Unitholders. Any notice of meeting shall be accompanied by a brief description of the purpose of the meeting. Unitholders may vote in person or by proxy at any such meeting. The Sponsor shall be entitled to establish voting and quorum requirements and other reasonable procedures for Unitholder voting.

Any action required or permitted to be taken by Unitholders by vote may be taken without a meeting by written consent setting forth the actions so taken. Such written consents shall be treated for all purposes as votes at a meeting. If the vote or consent of any Unitholder to any action of the Trust, USABF or any other Fund or any Unitholder, as contemplated by the Trust Agreement, is solicited by the Sponsor, the solicitation shall be effected by notice to each Unitholder given in the manner provided in accordance with the Trust Agreement. Any vote or consent that has been cast by a Unitholder so solicited shall 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 Unitholder, unless the Unitholder expresses written objection to the vote or consent by notice given as provided under the Trust Agreement and actually received by the Trust within twenty (20) days after the notice of solicitation is effected. The Sponsor and all persons dealing with the Trust shall be entitled to act in reliance on any vote or consent which is deemed cast or granted pursuant to the Trust Agreement and shall be fully indemnified by the Trust in so doing. Any action taken or omitted in reliance on any such deemed vote or consent of one or more Unitholders shall not be void or voidable by reason of timely communication made by or on behalf of all or any such Unitholders in any manner other than as expressly provided in the Trust Agreement.

Voting Rights

Unitholders have very limited voting rights. Specifically, the Trust Agreement provides that Unitholders representing 66 2/3% of the outstanding Units of the Trust, voting together as a single class, or, if the proposed change affects only certain Funds, of each affected Fund voting separately as a class, may vote to (1) remove the Sponsor as described above (provided that such action for removal of the Sponsor must also provide for the election of a successor Sponsor of the Trust by the Unitholders holding a majority of the outstanding Units of the Trust), (2) approve certain amendments to the Trust Agreement, and (3) continue the Trust by selecting a successor Sponsor. Additionally, Unitholders representing 75% of the outstanding Units of the Trust, voting together as a single class, may vote to terminate the Trust. Additionally, a majority of the Unitholders of a Fund may vote to (1) approve of the Sponsor’s action or refusal to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause such Fund to be taxable other than as a partnership for federal income tax purposes, and (2) in the event there is no Sponsor, elect the Liquidating Trustee.

Limited Liability of Unitholders

Except as otherwise provided in the Trust Agreement and under Delaware law, Unitholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of Delaware, and no Unitholder shall be liable for claims against, or debts of the Trust or a

 

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Fund in excess of its deposit or share of the applicable Fund’s assets and undistributed profits. Subject to the exceptions in the preceding sentence, neither the Trust nor a Fund shall make a claim against a Unitholder with respect to amounts distributed to such Unitholder or amounts received by such Unitholder upon redemption unless, under Delaware law, such Unitholder is liable to repay such amount.

The Trust or the applicable Fund shall indemnify to the full extent permitted by law and the Trust Agreement, and to the extent of the applicable Fund’s assets, each Unitholder and its agent or nominee against any claims of liability asserted against such Unitholder solely because of its ownership of Units (other than for taxes on income from Units for which such Unitholder is liable).

Every written note, bond, contract, instrument, certificate or undertaking made or issued by the Sponsor on behalf of the Trust or a Fund shall give notice to the effect that the same was executed or made by or on behalf of the Trust or the applicable Fund and that the obligations of such instrument are not binding upon the Unitholders individually but are binding only upon the assets and property of the applicable Fund and no recourse may be had with respect to the personal property of a Unitholder for satisfaction of any obligation or claim.

Termination Events

Each Fund, including USABF, shall continue in existence from the date of its formation in perpetuity, unless sooner terminated upon the occurrence of any one or more of the following events:

 

   

the filing of a certificate of dissolution or cancellation of the Sponsor, the revocation of the Sponsor’s charter (and the expiration of 90 days after the date of notice to the Sponsor of revocation without reinstatement of its charter) or the withdrawal of the Sponsor, unless (i) there is at least one remaining Sponsor that carries on the business of the Trust or (ii) Unitholders owning at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Units held in all Funds, voting together as a single class elect within ninety (90) days after such event to continue the business of the Trust and appoints a successor Sponsor;

 

   

the occurrence of any event which would make the existence of the Trust or any Fund unlawful;

 

   

the suspension, revocation, or termination of the Sponsor’s registration as a CPO or membership as a CPO 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 Sponsor whose registration or membership has not been suspended, revoked or terminated;

 

   

the Trust or any Fund, as the case may be, becomes insolvent or bankrupt;

 

   

Unitholders owning at least seventy-five percent (75%) of the outstanding Units held in all Funds, voting together as a single class, vote to dissolve the Trust, upon notice to the Sponsor of not less than ninety (90) business days prior to the effective date of termination;

 

   

upon written notice to the Trustee and the Unitholders by the Sponsor of its determination, in the Sponsor’s sole discretion, that the Trust’s or a Fund’s aggregate net assets in relation to the operating expenses of the Trust or such Fund make it unreasonable or imprudent to continue the business of the Trust or such Fund;

 

   

the Trust is required to be registered as an investment company under the Investment Company Act of 1940, as amended; and

 

   

DTC is unable or unwilling to continue to perform its functions, and a comparable replacement is unavailable.

Upon the dissolution of the Trust, USABF or any other Fund, the Sponsor (or in the event there is no Sponsor, such person (the “Liquidating Trustee”) as the majority in interest of the Unitholders may propose and approve) shall take full charge of the trust estate. Thereafter, in accordance with applicable law, the business and affairs of the Trust or the applicable Fund shall be wound up and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order of priority: (a) to the expenses of liquidation and termination and to creditors, including Unitholders who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Trust or the Funds (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for distributions to Unitholders, and (b) to the Unitholders in accordance with their positive book capital account balances, after giving effect to all contributions, distributions and allocations for all periods. Following the dissolution and distribution of the assets of all of the Funds, the Trust shall terminate and the Sponsor or the Liquidating Trustee, as the case may be, shall instruct the Trustee to execute and cause such certificate of cancellation of the Certificate of Trust to be filed in accordance with applicable law.

 

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The Sponsor Has Conflicts of Interest

There are present and potential future conflicts of interest in each Fund’s structure and operation you should consider before you purchase Units. The will use this notice of conflicts as a defense against any claim or other proceeding made. If the Sponsor is not able to resolve these conflicts of interest adequately, it may impact the Funds’ and the Related Public Funds’ ability to achieve their investment objectives.

USABF and the Sponsor may have inherent conflicts to the extent the Sponsor attempts to maintain USABF’s asset size, in order to preserve its fee income and this may not always be consistent with USABF’s objective of having the daily changes in the value of its units’ NAV reflect the daily change in percentage terms the price of Asian Benchmark Commodities, as measured by the daily changes in the price of the Benchmark Futures Contracts. The officers, directors and employees of the Sponsor do not devote their time exclusively to USABF or the other Funds. These persons are directors, officers or employees of other entities, which may compete with USABF or the other Funds for their services. They could have a conflict between their responsibilities to the Funds and to those other entities. The Sponsor believes that it has sufficient personnel, time, and working capital to discharge its responsibilities in a fair manner and that these persons’ conflicts should not impair their ability to provide services to USABF. See “Risk Factors —USABF’s Operating Risks” for disclosure relating to the time commitments of the principals of the Sponsor.

The Sponsor has adopted policies that prohibit the principals, officers, directors and employees of the Sponsor from trading futures and related contracts for their own account. In addition, the Sponsor has adopted a Code of Business Conduct and Ethics to ensure that the officers, directors, and employees of the Sponsor and its affiliates do not engage in trades that will harm the Fund or the Unitholders. The Sponsor has also adopted Corporate Governance Policy. If these provisions are not successful, Unitholders may be harmed in that such trades could affect the prices of the Futures Contracts purchased by USABF, which could affect USABF’s ability to the basket of Benchmark Futures Contracts.

The Sponsor has sole current authority to manage the investments and operations of USABF, and this may allow it to act in a way that furthers its own interests, which may create a conflict with your best interests. Unitholders have very limits voting rights, which will limit their ability to influence matters such as amendment of the Trust Agreement, change in USABF’s basic investment objective, dissolution of the Trust, or the sale or distribution of USABF’s assets.

The Sponsor serves as the general partner to the Related Public Funds, as well as of other funds that have yet to offer securities to the public or begin operations. The Sponsor may have a conflict to the extent that its trading decisions for USABF or any other Fund may be influenced by the effect they would have on the other Funds and the Related Public Funds. By way of example, if the CFTC or the CBOT imposed position limits limiting the total number of futures contracts on corn that could be held by all of the Funds operated by the Sponsor, than the Sponsor could find itself in a position of rationing each individual Fund as to how many corn contracts it can hold. The Sponsor could have a conflict in deciding which Fund will be allowed to buy more corn contracts and which Fund might have to forego purchasing more corn contracts.

In addition, the Sponsor is required to indemnify its officers and directors, if the need for indemnification arises. This potential indemnification will cause the Sponsor’s assets to decrease. If the Sponsor’s other sources of income are not sufficient to compensate for the indemnification, then the Sponsor may terminate and you could lose your investment.

 

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Resolution of Conflicts Procedures

The Trust Agreement provides that whenever a conflict of interest exists between the Sponsor or any of its affiliates, on the one hand, and the Trust, a Fund or any Unitholder or any other Person, on the other hand, the Sponsor shall resolve such conflict of interest considering the relative interest of each party (including its own interest) and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable accepted accounting practices or principles.

Security Ownership of Certain Beneficial Owners and Management

Security ownership by certain beneficial owners and management is defined by (i) those persons who directly or indirectly own, control or hold with the power to vote, 5% or more of the outstanding Units of USABF and those individuals that serve as executive officers of the Funds or directors of the Sponsor.

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. To our knowledge, unless otherwise indicated in the footnotes to this table, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Unless otherwise indicated by footnote, the address for each executive officer of the Funds is United States Commodity Funds Trust I, 1320 Harbor Bay Parkway, Suite 145, Alameda, CA 94502.

Currently, there are no executive officers of the Fund or directors of the Sponsor beneficially own any Units of USABF or the Fund.

Interests of Named Experts and Counsel

The Sponsor has employed Sutherland Asbill & Brennan LLP to assist in the preparation of this prospectus. Neither the law firm nor any other expert hired by USABF to give advice on the preparation of this offering document has been hired on a contingent fee basis. Nor do any of them have any present or future expectation of interest in the Sponsor, Marketing Agent, Authorized Purchasers, Custodian, Administrator or other service providers to USABF.

Provisions of Federal and State Securities Laws

This offering is made pursuant to federal and state securities laws. The SEC and state securities agencies take the position that indemnification of the Sponsor that arises out of an alleged violation of such laws is prohibited unless certain conditions are met. Those conditions require that no indemnification of the Sponsor or any underwriter for USABF may be made in respect of any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the party seeking indemnification and the court approves the indemnification; (ii) such claim has been dismissed with prejudice on the merits by a court of competent jurisdiction as to the party seeking indemnification; or (iii) a court of competent jurisdiction approves a settlement of the claims against the party seeking indemnification and finds that indemnification of the settlement and related costs should be made, provided that, before seeking such approval, the Sponsor or other indemnitee must apprise the court of the position held by regulatory agencies against such indemnification.

Books and Records

The Trust and USABF keep their books of record and account at the office of the Sponsor located at 1320 Harbor Bay Parkway, Suite 145, Alameda, CA 94502, or at the offices of the Administrator located at 40 Water Street, Boston, MA, 02109, or such office, including of an administrative agent, as it may subsequently designate upon notice. The books of account of USABF are open to inspection by any Unitholder (or any duly constituted designee of a Unitholder) at all times during the usual business hours of USABF upon reasonable advance notice to the Sponsor to the extent such access is required under CFTC rules and regulations. In addition, the Trust keeps a copy of the Trust Agreement on file in the Sponsor’s office which will be available for inspection by any Unitholder at all times during its usual business hours upon reasonable advance notice.

 

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Statements, Filings, and Reports to Unitholders

The Trust will publish on its website monthly reports and will deliver to Unitholders based on its tax records annual (as of the end of each fiscal year) reports for USABF as are required to be provided to Unitholders by the CFTC and the NFA. Monthly reports will contain certain unaudited financial information regarding USABF, including USABF’s NAV, and annual reports will contain financial statements prepared by the Sponsor and audited by an independent registered public accounting firm designated by the Sponsor. The Sponsor will furnish to the Unitholders other reports or information which the Sponsor, in its discretion, determines to be necessary or appropriate. In addition, under SEC rules the Trust will be required to file quarterly and annual reports for USABF with the SEC, which need not be sent to Unitholders but will be publicly available through the SEC. The Trust will post the same information that would otherwise be provided in the Trust’s CFTC, NFA and SEC reports on USABF’s website www.unitedstatesasiancommoditiesbasketfund.com.

The Sponsor is responsible for the registration and qualification of the Units under the federal securities laws, federal commodities laws, and laws of any other jurisdiction as the Sponsor may select. The Sponsor is responsible for preparing all required reports, but has entered into an agreement with the Administrator to prepare these reports on the Trust’s behalf.

The accountants’ report on its audit of USABF’s financial statements will be furnished by the Trust to Unitholders upon request. The Trust will make such elections, file such tax returns, and prepare, disseminate and file such tax reports for USABF, as it is advised by its counsel or accountants are from time to time required by any applicable statute, rule or regulation.

The Administrator, 50 Milk Street, Boston, MA 02109-3661, as representative of the Trust and USABF, will provide tax information in accordance with applicable U.S. Treasury Regulations relating to information reporting with respect to widely held fixed investment trusts. Persons treated as middlemen for purposes of these regulations may obtain tax information regarding USABF from the Administrator or from USABF’s website, www.unitedstatesasiancommoditiesbasketfund.com.

Fiscal Year

The fiscal year of USABF is the calendar year. The Sponsor may select an alternate fiscal year at a later date.

Governing Law; Consent to Delaware Jurisdiction

The rights of the Sponsor, the Trust, USABF, DTC (as registered owner of USABF’s global certificate for Units) and the Unitholders are governed by the laws of the State of Delaware. The Sponsor, the Trust, USABF and DTC and, by accepting Units, each DTC Participant and each Unitholder, consent to the jurisdiction of the courts of the State of Delaware and any federal courts located in Delaware. Such consent is not required for any person to assert a claim of Delaware jurisdiction over the Sponsor, the Trust or USABF.

Legal Matters

Litigation and Claims

Within the past 5 years of the date of this prospectus, there have been no material administrative, civil or criminal actions against the Sponsor, the Trust or USABF, or any principal or affiliate of any of them. This includes any actions pending, on appeal, concluded, threatened, or otherwise known to them.

Legal Opinion

[To be provided by pre-effective amendment to the registration statement.]

 

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Experts

[To be provided by pre-effective amendment to the registration statement.]

Privacy Policy

USABF and the Sponsor may collect or have access to certain nonpublic personal information about current and former investors. Nonpublic personal information may include information received from investors, such as an investor’s name, social security number and address, as well as information received from brokerage firms about investor holdings and transactions in Units of USABF.

USABF and the Sponsor do not disclose nonpublic personal information except as required by law or as described in their Privacy Policy. In general, USABF and the Sponsor restrict access to the nonpublic personal information they collect about investors to those of their and their affiliates’ employees and service providers who need access to such information to provide products and services to investors.

USABF and the Sponsor maintain safeguards that comply with federal law to protect investors’ nonpublic personal information. These safeguards are reasonably designed to (1) ensure the security and confidentiality of investors’ records and information, (2) protect against any anticipated threats or hazards to the security or integrity of investors’ records and information, and (3) protect against unauthorized access to or use of investors’ records or information that could result in substantial harm or inconvenience to any investor. Third-party service providers with whom USABF and the Sponsor share nonpublic personal information about investors must agree to follow appropriate standards of security and confidentiality, which includes safeguarding such nonpublic personal information physically, electronically and procedurally.

A copy of USABF and the Sponsor’s current Privacy Policy is provided to investors annually and is also available upon request.

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 USABF, and the U.S. federal income tax treatment of USABF, 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 anticipates receiving the opinion of Sutherland Asbill & Brennan LLP (“Sutherland”), 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 USABF 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, Sutherland has relied on the facts and assumptions described in this 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 USABF 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.

 

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As used herein, the term “U.S. Unitholder” means a Unitholder that is, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust (X) that is subject to the supervision of a court within the United States and the control of one or more United States persons as described in section 7701(a)(30) of the Code or (Y) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person. A “Non-U.S. Unitholder” is a holder that is not a U.S. Unitholder. If a partnership holds our Units, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our Units, you should consult your own tax advisor regarding the tax consequences.

EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN UNITS, AS WELL AS ANY APPLICABLE STATE, LOCAL OR FOREIGN TAX CONSEQUENCES, IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES.

Tax Status of the Trust and USABF

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 USABF’s status as a series of that trust, due to the nature of its activities, USABF 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 USABF 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 USABF) 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 Sutherland, the Trust and the Sponsor have represented, among other things, the following to Sutherland:

 

   

At least 90% of USABF’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;

 

   

USABF is organized and will be operated in accordance with its governing documents and applicable law; and

 

   

USABF has not elected, and USABF will not elect, to be classified as a corporation for U.S. federal income tax purposes.

Based in part on these representations, Sutherland is of the opinion that USABF will be treated as a partnership that it is not taxable as a corporation for U.S. federal income tax purposes. USABF’s taxation as a partnership rather than a corporation will require the Sponsor to conduct USABF’s business activities in such a manner that it satisfies the qualifying income exception on a continuing basis. No assurance can be given that USABF’s operations for any given year will produce income that satisfies the requirements of the qualifying income exception. Sutherland will not review USABF’ ongoing compliance with these requirements and will have no obligation to advise the Trust, USABF or USABF’s Unitholders in the event of any subsequent change in the facts, representations or applicable law relied upon in reaching its opinion.

If USABF 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 USABF could be required to pay over amounts determined by the IRS), USABF would be taxable as a corporation for federal income

 

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tax purposes and would pay federal income tax on its income at regular corporate rates. In that event, Unitholders of USABF would not report their share of USABF’s income or loss on their returns. In addition, any distributions to Unitholders would be treated as ordinary dividends to the extent of USABF’s current and accumulated earnings and profits. To the extent a distribution exceeded USABF’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 USABF were to be taxable as a corporation, it would likely have a material adverse effect on the economic return from an investment in USABF and on the value of the Units.

The remainder of this summary assumes that USABF is classified for federal income tax purposes as a partnership that it is not taxable as a corporation.

U.S. Unitholders

Tax Consequences of Ownership of Units

Taxation of USABF’s Income . No U.S. federal income tax is paid by USABF on its income. Instead, USABF files annual partnership returns, and each U.S. Unitholder is required to report on its U.S. federal income tax return its allocable share of USABF’s income, gain, loss, deduction and credit reported on USABF’s partnership return. These items must be reported without regard to the amount (if any) of cash or property the Unitholder receives as a distribution from USABF during the taxable year. As a result, if, for example, USABF recognizes ordinary income in the form of interest on Treasuries and other investments, and net capital gain from Futures Contracts and Other Asian Commodities-Related Investments for a taxable year, Unitholders must report their share of these items regardless of whether USABF makes any distributions to Unitholders. Consequently, a Unitholder may be taxed on income or gain recognized by USABF but receive no cash distribution with which to pay the resulting tax liability, or may receive a distribution that is insufficient to pay such liability. Because the Sponsor currently does not intend to make distributions, it is likely that a U.S. Unitholder that is allocated income or gain from a Fund will be required to pay taxes on its allocable share of such income or gain from sources other USABF distributions.

Monthly Conventions for Allocations of USABF’s Profit and Loss and Capital Account Restatement.

Under Code section 704, the determination of a partner’s distributive share of any item of income, gain, loss, deduction or credit is governed by the applicable organizational document unless the allocation provided by such document lacks “substantial economic effect.” An allocation that lacks substantial economic effect nonetheless will be respected if it is in accordance with the partners’ interests in the partnership, determined by taking into account all facts and circumstances relating to the economic arrangements among the partners.

Subject to the discussion below, concerning certain conventions to be used by USABF, allocations of USABF income pursuant to the Trust Agreement should be considered as having substantial economic effect or as being in accordance with a Unitholder’s interest in USABF.

In situations where a partner’s interest in a partnership is sold or otherwise transferred during a taxable year, the Code generally requires that partnership tax items for the year be allocated to the partner using either an interim closing of the books or a daily proration method. USABF intends to allocate tax items using an interim closing of the books method under which income, gain, loss, deductions and credits will be determined on a monthly basis, taking into account USABF’s accrued income and deductions and gains and losses (both realized and unrealized) for the month. The tax items for each month during the taxable year will then be allocated among the holders of Units in proportion to the number of Units owned by them as of the close of business on the last trading day of the previous month (the “monthly allocation convention”).

Under the monthly allocation convention, if an investor who held a Unit as of the close of business on the last trading day of the previous month disposes of a Unit during the current month, such investor will be treated for purposes of making allocations as if it owned the Unit throughout the current month. For example, an investor who buys a Unit on April 10 of a year and sells it on May 20 of the same year will be allocated all of the tax items attributable to May (because he is deemed to hold it through the last day of May) but will not be allocated any of the tax items attributable to April. The tax items attributable to that Unit for April will be allocated to the person who is

 

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the actual or deemed holder of the Unit as of the close of business on the last trading day of March. Under the monthly convention, an investor who purchases and sells a Unit during the same month, and therefore does not hold (and is not deemed to hold) the Unit at the close of business on the last trading day of either that month or the previous month, will receive no allocations with respect to that Unit for any period. Accordingly, investors may receive no allocations with respect to Units that they actually held, or may receive allocations with respect to Units attributable to periods that they did not actually hold the Units. Investors who hold a Unit on the last trading day of the first month of USABF’s operation will be allocated the tax items for that month, as well as the tax items for the following month, attributable to the Unit.

By investing in Units, a U.S. Unitholder agrees that, in the absence of new legislation, regulatory or administrative guidance, or judicial rulings to the contrary, it will file its U.S. income tax returns in a manner that is consistent with the monthly allocation convention as described above and with the IRS Schedule K-1 or any successor form provided to Unitholders by the Trust.

In addition, for any month in which a Creation Basket is issued or a Redemption Basket is redeemed, USABF generally will credit or debit the “book” capital accounts of its existing Unitholders with any unrealized gain or loss, on USABF’s assets. For this purpose, unrealized gain or loss will be computed based on the lowest fair market value of USABF’s assets during the month in which Units are issued or redeemed, which may be different than the value of the assets at the time of an issuance or redemption. The capital accounts as adjusted in this manner will be used in making tax allocations intended to account for the differences between the tax basis and fair market value of assets of USABF at the time new Units are issued or outstanding Units are redeemed (so-called “reverse Code section 704(c) allocations”). The intended effect of these adjustments is to equitably allocate among Unitholders any unrealized appreciation or depreciation in USABF’s assets existing at the time of a contribution or redemption for book and tax purposes.

The Sponsor believes that application of the conventions described above is consistent with the intent of the partnership provisions of the Code and that the resulting allocations should have substantial economic effect or otherwise should be respected as being in accordance with Unitholders’ interests in USABF for federal income tax purposes. The Code and existing Treasury Regulations do not expressly permit adoption of these conventions, although the monthly allocation convention described above is consistent with a method permitted under recently proposed Treasury Regulations. It is possible that the IRS could successfully challenge USABF’s allocation conventions on the ground that they do not satisfy the technical requirements of the Code or Treasury Regulations, requiring a Unitholder to report a greater or lesser share of items of income, gain, loss, deduction, or credit than if our conventions were respected. The Sponsor is authorized to revise our allocation method to conform to the requirements of future Treasury Regulations.

The conventions used by USABF in making tax allocations may cause a Unitholder to be allocated more or less income or loss for federal income tax purposes than its proportionate share of the economic income or loss realized by USABF during the period it held its Units. This mismatch between taxable and economic income and loss in some cases may be temporary, reversing itself in a later year when the Units are sold, but could be permanent. For example, a Unitholder could be allocated income accruing before it purchased its Units, resulting in an increase in the basis of the Units (see “Tax Basis of Units”, below). On a subsequent disposition of the Units, the additional basis might produce a capital loss the deduction of which may be limited (see “Limitations on Deductibility of Losses and Certain Expenses”, below).

Section 754 election. USABF intends to make the election permitted by section 754 of the Code, which election is irrevocable without the consent of the IRS. The effect of this election is that when a secondary market sale of Units occurs, USABF adjusts the purchaser’s proportionate share of the tax basis of its assets to fair market value, as reflected in the price paid for the Units, as if the purchaser had directly acquired an interest in USABF’s assets. The section 754 election is intended to eliminate disparities between a partner’s basis in its partnership interest and its share of the tax bases of the partnership’s assets, so that the partner’s allocable share of taxable gain or loss on a disposition of an asset will correspond to its share of the appreciation or depreciation in the value of the asset since it acquired its interest. Depending on the price paid for Units and the tax bases of USABF’s assets at the time of the

 

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purchase, the effect of the section 754 election on a purchaser of Units may be favorable or unfavorable. In order to make the appropriate basis adjustments in a cost effective manner, USABF will use certain simplifying conventions and assumptions. In particular, USABF will obtain information regarding secondary market transactions in its Units and use this information to make adjustments to Unitholders’ basis in USABF’s assets. It is possible the IRS will successfully assert that the conventions and assumptions applied are improper and require different basis adjustments to be made, which could adversely affect some Unitholders.

Section 1256 Contracts. Under the Code, special rules apply to instruments constituting “section 1256 contracts.” A section 1256 contract is defined as including, in relevant part: (1) a futures contract that is traded on or subject to the rules of a national securities exchange which is registered with the SEC, a domestic board of trade designated as a contract market by the CFTC, or any other board of trade or exchange designated by the Secretary of the Treasury, and with respect to which the amount required to be deposited and the amount that may be withdrawn depends on a system of “marking to market”; and (2) a non-equity option traded on or subject to the rules of a qualified board or exchange. Section 1256 contracts held at the end of each taxable year are treated as if they were sold for their fair market value on the last business day of the taxable year (i.e., are “marked to market”). In addition, any gain or loss realized from a disposition, termination or marking-to-market of a section 1256 contract is treated as long-term capital gain or loss to the extent of 60% thereof, and as short-term capital gain or loss to the extent of 40% thereof, without regard to the actual holding period (“60 – 40 treatment”).

Many of USABF’s Futures Contracts and some their Other Asian Commodities-Related Interests will qualify as “section 1256 contracts” under the Code. Gain or loss recognized through disposition, termination or marking-to-market of USABF’s section 1256 contracts will be subject to 60-40 treatment and allocated to Unitholders in accordance with the monthly allocation convention.

Limitations on Deductibility of Losses and Certain Expenses. A number of different provisions of the Code may defer or disallow the deduction of losses or expenses allocated to Unitholders by USABF, including but not limited to those described below.

A Unitholder’s deduction of its allocable share of any loss of USABF is limited to the lesser of (1) the tax basis in its Units or (2) in the case of a Unitholder that is an individual or a closely held corporation, the amount that the Unitholder is considered to have “at risk” with respect to USABF’s activities. In general, the amount at risk will be a Unitholder’s invested capital. Losses in excess of the amount at risk must be deferred until years in which USABF generates additional taxable income against which to offset such carryover losses or until additional capital is placed at risk.

Non-corporate taxpayers are permitted to deduct capital losses only to the extent of their capital gains for the taxable year plus $3,000 of other income. Unused capital losses can be carried forward and used to offset capital gains in future years. In addition, a non-corporate taxpayer may elect to carry back net losses on section 1256 contracts to each of the three preceding years and use them to offset section 1256 contract gains in those years, subject to certain limitations. Corporate taxpayers generally may deduct capital losses only to the extent of capital gains, subject to special carryback and carryforward rules. Otherwise deductible expenses incurred by non-corporate taxpayers constituting “miscellaneous itemized deductions,” generally including investment-related expenses (other than interest and certain other specified expenses), are deductible only to the extent they exceed 2% of the taxpayer’s adjusted gross income for the year. Although the matter is not free from doubt, we believe the management fees that USABF pays to the Sponsor and other expenses of USABF constitute investment-related expenses subject to the miscellaneous itemized deduction limitation, rather than expenses incurred in connection with a trade or business, and will report these expenses consistent with that interpretation.

Non-corporate Unitholders generally may deduct “investment interest expense” only to the extent of their “net investment income.” Investment interest expense of a Unitholder will generally include any interest accrued by USABF and any interest paid or accrued on direct borrowings by a Unitholder to purchase or carry its Units, such as interest with respect to a margin account. Net investment income generally includes gross income from property

 

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held for investment (including “portfolio income” under the passive loss rules but not, absent an election, long-term capital gains or certain qualifying dividend income) less deductible expenses other than interest directly connected with the production of investment income.

To the extent that USABF allocates losses or expenses to you that must be deferred or disallowed as a result of these or other limitations in the Code, you may be taxed on income in excess of your economic income or distributions (if any) on your Units. As one example, you could be allocated and required to pay tax on your share of interest income accrued by USABF for a particular taxable year, and in the same year allocated a share of a capital loss that you cannot deduct currently because of the limitations discussed above. As another example, you could be allocated and required to pay tax on your share of interest income and capital gain for a year, but be unable to deduct some or all of your share of management fees and/or margin account interest incurred by you with respect to your Units. Unitholders are urged to consult their own professional tax advisors regarding the effect of limitations under the Code on their ability to deduct their allocable share of USABF’s losses and expenses.

Tax Basis of Units

A Unitholder’s tax basis in its Units is important in determining (1) the amount of taxable gain it will realize on the sale or other disposition of its Units, (2) the amount of non-taxable distributions that it may receive from USABF, and (3) its ability to utilize its distributive share of any losses of USABF on its tax return. A Unitholder’s initial tax basis of its Units will equal its cost for the Units plus its share of USABF’s liabilities (if any) at the time of purchase. In general, a Unitholder’s “share” of those liabilities will equal the sum of (i) the entire amount of any otherwise nonrecourse liability of USABF as to which the Unitholder or an affiliate is the creditor (a “partner nonrecourse liability”) and (ii) a pro rata share of any nonrecourse liabilities of USABF that are not partner nonrecourse liabilities as to any Unitholder.

A Unitholder’s tax basis in its Units generally will be (1) increased by (a) its allocable share of USABF’s taxable income and gain and (b) any additional contributions by the Unitholder to USABF and (2) decreased (but not below zero) by (a) its allocable share of USABF’s tax deductions and losses and (b) any distributions by USABF to the Unitholder. For this purpose, an increase in a Unitholder’s share of USABF’s liabilities will be treated as a contribution of cash by the Unitholder to USABF and a decrease in that share will be treated as a distribution of cash by USABF to the Unitholder. Pursuant to certain IRS rulings, a Unitholder will be required to maintain a single, “unified” basis in all Units that it owns. As a result, when a Unitholder that acquired its Units at different prices sells less than all of its Units, such Unitholder will not be entitled to specify particular Units (e.g., those with a higher basis) as having been sold. Rather, it must determine its gain or loss on the sale by using an “equitable apportionment” method to allocate a portion of its unified basis in its Units to the Units sold.

Treatment of USABF Distributions.

If USABF makes non-liquidating distributions to Unitholders, such distributions generally will not be taxable to the Unitholders for federal income tax purposes except to the extent that the sum of (i) the amount of cash and (ii) the fair market value (subject to certain adjustments) of marketable securities distributed exceeds the Unitholder’s adjusted basis of its interest in USABF immediately before the distribution. Any cash distributions in excess of a Unitholder’s tax basis generally will be treated as gain from the sale or exchange of Units.

Constructive Termination of the Partnership.USABF will be considered to have been terminated for tax purposes if there is a sale or exchange of 50% or more of the total interests in its Units within a 12-month period. A termination would result in the closing of USABF’s taxable year for all Unitholders. In the case of a Unitholder reporting on a taxable year other than a fiscal year ending December 31, the closing of USABF’s taxable year may result in more than 12 months of our taxable income or loss being includable in its taxable income for the year of termination. We would be required to make new tax elections after a termination. A termination could result in tax penalties if we were unable to determine that the termination had occurred. Moreover, a termination might either accelerate the application of, or subject us to, any tax legislation enacted before the termination.

 

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Tax Consequences of Disposition of Units

If a Unitholder sells its Units, it will recognize gain or loss equal to the difference between the amount realized and its adjusted tax basis for the Units sold. A Unitholder’s amount realized will be the sum of the cash or the fair market value of other property received plus its share of any USABF debt outstanding.

Gain or loss recognized by a Unitholder on the sale or exchange of Units held for more than one year will generally be taxable as long-term capital gain or loss; otherwise, such gain or loss will generally be taxable as short-term capital gain or loss. A special election is available under the Treasury Regulations that will allow Unitholders to identify and use the actual holding periods for the Units sold for purposes of determining whether the gain or loss recognized on a sale of Units will give rise to long-term or short-term capital gain or loss. It is expected that most Unitholders will be eligible to elect, and generally will elect, to identify and use the actual holding period for Units sold. If a Unitholder fails to make the election or is not able to identify the holding periods of the Units sold, the Unitholder may have a split holding period in the Units sold. Under such circumstances, a Unitholder will be required to determine its holding period in the Units sold by first determining the portion of its entire interest in USABF that would give rise to long-term capital gain or loss if its entire interest were sold and the portion that would give rise to short-term capital gain or loss if the entire interest were sold. The Unitholder would then treat each Unit sold as giving rise to long-term capital gain or loss and short-term capital gain or loss in the same proportions as if it had sold its entire interest in USABF.

Under Section 751 of the Code, a portion of a Unitholder’s gain or loss from the sale of Units (regardless of the holding period for such Units), will be separately computed and taxed as ordinary income or loss to the extent attributable to “unrealized receivables” or “inventory” owned by USABF. The term “unrealized receivables” includes, among other things, market discount bonds and short-term debt instruments to the extent such items would give rise to ordinary income if sold by USABF.

If some or all of a Unitholder’s Units are lent by its broker or other agent to a third party — for example, for use by the third party in covering a short sale — the Unitholder may be considered as having made a taxable disposition of the loaned Units, in which case:

 

   

the Unitholder may recognize taxable gain or loss to the same extent as if it had sold the Units for cash;

 

   

any of USABF’s income, gain, loss or deduction allocable to those Units during the period of the loan will not be reportable by the Unitholder for tax purposes; and

 

   

any distributions the Unitholder receives with respect to the Units under the loan agreements will be fully taxable to the Unitholder, most likely as ordinary income.

Unitholders desiring to avoid these and other possible consequences of a deemed disposition of their Units should consider modifying any applicable brokerage account agreements to prohibit the lending of their Units.

Other Tax Matters

Information Reporting. The Trust will report tax information to the beneficial owners of Units and the IRS. Unitholders of USABF are treated as partners for federal income tax purposes. Accordingly, USABF will furnish its Unitholders each year with tax information on IRS Schedule K-1 (Form 1065), which will be used by the Unitholders in completing their tax returns. The IRS has ruled that assignees of partnership interests who have not been admitted to a partnership as partners but who have the capacity to exercise substantial dominion and control over the assigned partnership interests will be considered partners for federal income tax purposes. On the basis of such ruling, except as otherwise provided herein, we will treat as a Unitholder any person whose Units are held on their behalf by a broker or other nominee if that person has the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of the Units.

 

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Persons who hold an interest in USABF as a nominee for another person are required to furnish to us the following information: (1) the name, address and taxpayer identification number of the beneficial owner and the nominee; (2) whether the beneficial owner is (a) a person that is not a U.S. person, (b) a foreign government, an international organization or any wholly-owned agency or instrumentality of either of the foregoing, or (c) a tax-exempt entity; (3) the number and a description of Units acquired or transferred for the beneficial owner; and (4) certain information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales. Brokers and financial institutions are required to furnish additional information, including whether they are U.S. persons and certain information on Units they acquire, hold or transfer for their own account. A penalty of $50 per failure, up to a maximum of $100,000 per calendar year, is imposed by the Code for failure to report such information to USABF. The nominee is required to supply the beneficial owner of the Units with the information furnished to USABF.

Partnership Audit Procedures. The IRS may audit the federal income tax returns filed by USABF. Adjustments resulting from any such audit may require each Unitholder to adjust a prior year’s tax liability and could result in an audit of the Unitholder’s own return. Any audit of a Unitholder’s return could result in adjustments of non-partnership items as well as USABF items. Partnerships are generally treated as separate entities for purposes of federal tax audits, judicial review of administrative adjustments by the IRS, and tax settlement proceedings. The tax treatment of partnership items of income, gain, loss and deduction are determined at the partnership level in a unified partnership proceeding rather than in separate proceedings with the Unitholders. The Code provides for one Unitholder to be designated as the “tax matters partner” and represent the partnership purposes of these proceedings. The Trust Agreement appoints the Sponsor as the tax matters partner of USABF.

Tax Shelter Disclosure Rules. In certain circumstances the Code and Treasury Regulations require that the IRS be notified of certain “reportable transactions” through a disclosure statement attached to a taxpayer’s United States federal income tax return. These disclosure rules may apply to transactions irrespective of whether they are structured to achieve particular tax benefits. They could require disclosure by the Trust or Unitholders (1) if a Unitholder incurs a loss in excess of a specified threshold from a sale or redemption of its Units, or (2) possibly in other circumstances. While these rules generally do not require disclosure of a loss recognized on the disposition of an asset in which the taxpayer has a “qualifying basis” (generally a basis equal to the amount of cash paid by the taxpayer for such asset), they apply to a loss recognized with respect to interests in a pass-through entity, such as the Units, even if the taxpayer’s basis in such interests is equal to the amount of cash it paid. In addition, significant penalties may be imposed in connection with a failure to comply with these reporting requirements. Investors should consult their own tax advisors concerning the application of these reporting requirements to their specific situation.

Additional Tax On Investment Income. For taxable years beginning after December 31, 2012, individuals with income in excess of $200,000 ($250,000 in the case of married individuals filing jointly) and certain estates and trusts are subject to an additional 3.8% tax on their “net investment income,” which generally includes income from interest, dividends, annuities, royalties, and rents, and net capital gains (other than certain amounts earned from trades or businesses).

Tax-Exempt Organizations. Subject to numerous exceptions, qualified retirement plans and individual retirement accounts, charitable organizations and certain other organizations that otherwise are exempt from federal income tax (collectively “exempt organizations”) nonetheless are subject to the tax on unrelated business taxable income (“UBTI”). Generally, UBTI means the gross income derived by an exempt organization from a trade or business that it regularly carries on, the conduct of which is not substantially related to the exercise or performance of its exempt purpose or function, less allowable deductions directly connected with that trade or business. If USABF were to regularly carry on (directly or indirectly) a trade or business that is unrelated with respect to an exempt organization Unitholder of USABF, then in computing its UBTI, the Unitholder must include its share of (1) USABF’s gross income from the unrelated trade or business, whether or not distributed, and (2) USABF’s allowable deductions directly connected with that gross income.

UBTI generally does not include dividends, interest, or payments with respect to securities loans and gains from the sale of property (other than property held for sale to customers in the ordinary course of a trade or business). Nonetheless, income on, and gain from the disposition of, “debt-financed property” is UBTI. Debt-financed property

 

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generally is income-producing property (including securities), the use of which is not substantially related to the exempt organization’s tax-exempt purposes, and with respect to which there is “acquisition indebtedness” at any time during the taxable year (or, if the property was disposed of during the taxable year, the 12-month period ending with the disposition). Acquisition indebtedness includes debt incurred to acquire property, debt incurred before the acquisition of property if the debt would not have been incurred but for the acquisition, and debt incurred subsequent to the acquisition of property if the debt would not have been incurred but for the acquisition and at the time of acquisition the incurrence of debt was foreseeable. The portion of the income from debt-financed property attributable to acquisition indebtedness is equal to the ratio of the average outstanding principal amount of acquisition indebtedness over the average adjusted basis of the property for the year. USABF currently does not anticipate that it will borrow money to acquire investments; however, USABF cannot be certain that it will not borrow for such purpose in the future. In addition, an exempt organization Unitholder that incurs acquisition indebtedness to purchase its Units in USABF may have UBTI.

The federal tax rate applicable to an exempt organization Unitholder on its UBTI generally will be either the corporate or trust tax rate, depending upon the Unitholder’s form of organization. USABF may report to each such Unitholder information as to the portion, if any, of the Unitholder’s income and gains from USABF for any year that will be treated as UBTI; the calculation of that amount is complex, and there can be no assurance that USABF’s calculation of UBTI will be accepted by the IRS. An exempt organization Unitholder will be required to make payments of estimated federal income tax with respect to its UBTI.

Regulated Investment Companies. Interests in and income from “qualified publicly traded partnerships” satisfying certain gross income tests are treated as qualifying assets and income, respectively, for purposes of determining eligibility for regulated investment company (“RIC”) status. A RIC may invest up to 25% of its assets in interests in a qualified publicly traded partnership. The determination of whether a publicly traded partnership such as USABF is a qualified publicly traded partnership is made on an annual basis. USABF expects to be a qualified publicly traded partnership in each of its taxable years. However, such qualification is not assured.

Non-U.S. Unitholders

Generally, non-U.S. persons who derive U.S. source income or gain from investing or engaging in a U.S. business are taxable on two categories of income. The first category consists of amounts that are fixed, determinable, annual and periodic income, such as interest, dividends and rent that are not connected with the operation of a U.S. trade or business (“FDAP”). The second category is income that is effectively connected with the conduct of a U.S. trade or business (“ECI”). FDAP income (other than interest that is considered “portfolio interest”) is generally subject to a 30% withholding tax, which may be reduced for certain categories of income by a treaty between the U.S. and the recipient’s country of residence. In contrast, ECI is generally subject to U.S. tax on a net basis at graduated rates upon the filing of a U.S. tax return. Where a non-U.S. person has ECI as a result of an investment in a partnership, the ECI is subject to a withholding tax at a rate of 35% for both individual and corporate Unitholders.

Withholding on Allocations and Distributions . The Code provides that a non-U.S. person who is a partner in a partnership that is engaged in a U.S. trade or business during a taxable year will also be considered to be engaged in a U.S. trade or business during that year. Classifying an activity by a partnership as an investment or an operating business is a factual determination. Under certain safe harbors in the Code, an investment fund whose activities consist of trading in stocks, securities, or commodities for its own account generally will not be considered to be engaged in a U.S. trade or business unless it is a dealer is such stocks, securities, or commodities. This safe harbor applies to investments in commodities only if the commodities are of a kind customarily dealt in on an organized commodity exchange and if the transaction is of a kind customarily consummated at such place. Although the matter is not free from doubt, USABF believes that the activities directly conducted by USABF do not result in USABF being engaged in a trade or business within in the United States. However, there can be no assurance that the IRS would not successfully assert that USABF’s activities constitute a U.S. trade or business.

In the event that USABF’s activities were considered to constitute a U.S. trade or business, USABF would be required to withhold at the highest rate specified in Code section 1 (currently 35%) on allocations of our income to

 

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Non-U.S. Unitholders. A Non-U.S. Unitholder with ECI will generally be required to file a U.S. federal income tax return, and the return will provide the Non-U.S. Unitholder with the mechanism to seek a refund of any withholding in excess of such Unitholder’s actual U.S. federal income tax liability. Any amount withheld by USABF will be treated as a distribution to the Non-U.S. Unitholder.

If USABF is not treated as engaged in a U.S. trade or business, a Non-U.S. Unitholder may nevertheless be treated as having FDAP income, which would be subject to a 30% withholding tax (possibly subject to reduction by treaty), with respect to some or all of its distributions from USABF or its allocable share of USABF’s income. Amounts withheld on behalf of a Non-U.S. Unitholder will be treated as being distributed to such Unitholder.

To the extent any interest income allocated to a Non-U.S. Unitholder that otherwise constitutes FDAP is considered “portfolio interest,” neither the allocation of such interest income to the non-U.S. Unitholder nor a subsequent distribution of such interest income to the non-U.S. Unitholder will be subject to withholding, provided that the Non-U.S. Unitholder is not otherwise engaged in a trade or business in the U.S. and provides USABF with a timely and properly completed and executed IRS Form W-8BEN or other applicable form. In general, “portfolio interest” is interest paid on debt obligations issued in registered form, unless the “recipient” owns 10% or more of the voting power of the issuer.

The Trust expects that most of USABF’s interest income will qualify as “portfolio interest.” In order for USABF to avoid withholding on any interest income allocable to Non-U.S. Unitholders that would qualify as “portfolio interest,” it will be necessary for all Non-U.S. Unitholders to provide USABF with a timely and properly completed and executed Form W-8BEN (or other applicable form).

Gain from Sale of Units.

Gain from the sale or exchange of Units may be taxable to a Non-U.S. Unitholder if the Non-U.S. Unitholder is a nonresident alien individual who is present in the U.S. for 183 days or more during the taxable year. In such case, the nonresident alien individual will be subject to a 30% withholding tax on the amount of such individual’s gain.

Branch Profits Tax on Corporate Non-U.S. Unitholders.

In addition to the taxes noted above, any Non-U.S. Unitholders that are corporations may also be subject to an additional tax, the branch profits tax, at a rate of 30%. The branch profits tax is imposed on a non-U.S. corporation’s dividend equivalent amount, which generally consists of the corporation’s after-tax earnings and profits that are effectively connected with the corporation’s U.S. trade or business but are not reinvested in a U.S. business. This tax may be reduced or eliminated by an income tax treaty between the United States and the country in which the Non-U.S. Unitholder is a “qualified resident.”

Prospective Non-U.S. Unitholders should consult their own tax advisor with regard to these and other tax issues unique to Non-U.S. Unitholders.

Backup Withholding

USABF may be required to withhold U.S. federal income tax (“backup withholding”) at a rate of 28% from all payments to: (1) any Unitholder who fails to furnish USABF with his, her or its correct taxpayer identification number or a certificate that the Unitholder is exempt from backup withholding, and (2) any Unitholder with respect to whom the IRS notifies USABF that the Unitholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. Backup withholding is not an additional tax and may be returned or credited against a taxpayer’s regular federal income tax liability if appropriate information is provided to the IRS.

 

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Foreign Account Tax Compliance Act Provisions

Recently enacted legislation that becomes effective after 2012 generally imposes a 30% withholding tax on payments of certain types of income to foreign financial institutions that fail to enter into an agreement with the United States Treasury to report, with respect to accounts held by United States persons (or held by foreign entities that have United States persons as substantial owners), certain information. The types of income subject to the tax include U.S.-source interest and dividends and the gross proceeds from the sale of any property that could produce U.S.-source interest or dividends. The information to be reported includes the identity and taxpayer identification number of each account holder that is a U.S. person and transaction activity within the holder’s account. In addition, subject to certain exceptions, payments to foreign entities that are not financial institutions will be subject to withholding tax unless the foreign entity certifies that it does not have a greater than 10% U.S. owner or provides the withholding agent with identifying information on each greater than 10% U.S. owner. When these provisions become effective, depending on their status and the status of the intermediaries through which they hold their Units, Non-U.S. Unitholders could be subject to this 30% withholding tax with respect to distributions on their Units and proceeds from the sale of their Units.

Other Tax Considerations

In addition to federal income taxes, Unitholders may be subject to other taxes, such as state and local income taxes, unincorporated business taxes, business franchise taxes, and estate, inheritance or intangible taxes that may be imposed by the various jurisdictions in which USABF does business or owns property or where the Unitholders reside. Although an analysis of those various taxes is not presented here, each prospective Unitholder should consider their potential impact on its investment in USABF. It is each Unitholder’s responsibility to file the appropriate U.S. federal, state, local, and foreign tax returns. Sutherland has not provided an opinion concerning any aspects of state, local or foreign tax or U.S. federal tax other than those U.S. federal income tax issues discussed herein.

Investment By ERISA Accounts

General

Most employee benefit plans and individual retirement accounts (“IRAs”) are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the Code, or both. This section discusses certain considerations that arise under ERISA and the Code that a fiduciary of an employee benefit plan as defined in ERISA or a plan as defined in Section 4975 of the Code who has investment discretion should take into account before deciding to invest the plan’s assets in USABF. Employee benefit plans under ERISA and plans under the Code are collectively referred to below as “plans,” and fiduciaries with investment discretion are referred to below as “plan fiduciaries.”

This summary is based on the provisions of ERISA and the Code as of the date hereof. This summary is not intended to be complete, but only to address certain questions under ERISA and the Code likely to be raised by your advisors. The summary does not include state or local law.

Potential plan investors are urged to consult with their own professional advisors concerning the appropriateness of an investment in USABF and the manner in which Units should be purchased.

Special Investment Considerations

Each plan fiduciary must consider the facts and circumstances that are relevant to an investment in USABF, including the role that an investment in USABF would play in the plan’s overall investment portfolio. Each plan fiduciary, before deciding to invest in USABF, must be satisfied that the investment is prudent for the plan, that the investments of the plan are diversified so as to minimize the risk of large losses, and that an investment in USABF complies with the terms of the plan.

 

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USABF and Plan Assets

A regulation issued under ERISA contains rules for determining when an investment by a plan in an equity interest of a statutory trust will result in the underlying assets of the statutory trust being deemed plan assets for purposes of ERISA and Section 4975 of the Code. Those rules provide that assets of a statutory trust will not be plan assets of a plan that purchases an equity interest in the statutory trust if the equity interest purchased is a publicly-offered security. If the underlying assets of a statutory trust are considered to be assets of any plan for purposes of ERISA or Section 4975 of the Code, the operations of that trust would be subject to and, in some cases, limited by the provisions of ERISA and Section 4975 of the Code.

The publicly-offered security exception described above applies if the equity interest is a security that is:

 

  (1) freely transferable (determined based on the relevant facts and circumstances);

 

  (2) part of a class of securities that is widely held (meaning that the class of securities is owned by 100 or more investors independent of the issuer and of each other); and

 

  (3) either (a) part of a class of securities registered under Section 12(b) or 12(g) of the Exchange Act or (b) sold to the plan as part of a public offering pursuant to an effective registration statement under the 1933 Act and the class of which such security is a part is registered under the Exchange Act within 120 days (or such later time as may be allowed by the SEC) after the end of the fiscal year of the issuer in which the offering of such security occurred.

The plan asset regulations under ERISA state that the determination of whether a security is freely transferable is to be made based on all the relevant facts and circumstances. In the case of a security that is part of an offering in which the minimum investment is $10,000 or less, the following requirements, alone or in combination, ordinarily will not affect a finding that the security is freely transferable: (1) a requirement that no transfer or assignment of the security or rights relating to the security be made that would violate any federal or state law; and (2) a requirement that no transfer or assignment be made without advance written notice given to the entity that issued the security.

The Sponsor believes that the conditions described above are satisfied with respect to the Units of USABF. The Sponsor believes that the Units of USABF therefore constitute publicly-offered securities, and the underlying assets of USABF should not be considered to constitute plan assets of any plan that purchases Units.

Prohibited Transactions

ERISA and the Code generally prohibit certain transactions involving a plan and persons who have certain specified relationships to the plan. In general, Units may not be purchased with the assets of a plan if the Sponsor, the clearing brokers, the trading advisors (if any), or any of their affiliates, agents or employees either:

 

   

exercise any discretionary authority or discretionary control with respect to management of the plan;

 

   

exercise any authority or control with respect to management or disposition of the assets of the plan;

 

   

render investment advice for a fee or other compensation, direct or indirect, with respect to any moneys or other property of the plan;

 

   

have any authority or responsibility to render investment advice with respect to any monies or other property of the plan; or

 

   

have any discretionary authority or discretionary responsibility in the administration of the plan.

Also, a prohibited transaction may occur under ERISA or the Code when circumstances indicate that (1) the investment in Units is made or retained for the purpose of avoiding application of the fiduciary standards of ERISA, (2) the investment in Units constitutes an arrangement under which USABF is expected to engage in transactions that would otherwise be prohibited if entered into directly by the plan purchasing the Units, (3) the investing plan, by itself, has the authority or influence to cause USABF to engage in such transactions, or (4) a person who is prohibited from transacting with the investing plan may, but only with the aid of certain of its affiliates and the investing plan, cause USABF to engage in such transactions with such person.

 

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Special IRA Rules

IRAs are not subject to ERISA’s fiduciary standards, but are subject to their own rules, including the prohibited transaction rules of Section 4975 of the Code, which generally mirror ERISA’s prohibited transaction rules. For example, IRAs are subject to special custody rules and must maintain a qualifying IRA custodial arrangement separate and distinct from USABF and its custodial arrangement. If a separate qualifying custodial arrangement is not maintained, an investment in the Units will be treated as a distribution from the IRA. Second, IRAs are prohibited from investing in certain commingled investments, and the Sponsor makes no representation regarding whether an investment in Units is an inappropriate commingled investment for an IRA. Third, in applying the prohibited transaction provisions of Section 4975 of the Code, in addition to the rules summarized above, the individual for whose benefit the IRA is maintained is also treated as the creator of the IRA. For example, if the owner or beneficiary of an IRA enters into any transaction, arrangement, or agreement involving the assets of his or her IRA to benefit the IRA owner or beneficiary (or his or her relatives or business affiliates) personally, or with the understanding that such benefit will occur, directly or indirectly, such transaction could give rise to a prohibited transaction that is not exempted by any available exemption. Moreover, in the case of an IRA, the consequences of a non-exempt prohibited transaction are that the IRA’s assets will be treated as if they were distributed, causing immediate taxation of the assets (including any early distribution penalty tax applicable under Section 72 of the Code), in addition to any other fines or penalties that may apply.

Exempt Plans

Certain employee benefit plans may be governmental plans or church plans. Governmental plans and church plans are generally not subject to ERISA, nor do the prohibited transaction provisions described above apply to them. These plans are, however, subject to prohibitions against certain related-party transactions under Section 503 of the Code, which are similar to the prohibited transaction rules described above. In addition, the fiduciary of any governmental or church plan must consider any applicable state or local laws and any restrictions and duties of common law imposed upon the plan.

No view is expressed as to whether an investment in USABF (and any continued investment in USABF), or the operation and administration of USABF, is appropriate or permissible for any governmental plan or church plan under Code Section 503, or under any state, county, local or other law relating to that type of plan.

Allowing an investment in USABF is not to be construed as a representation by the Trust, USABF, the Sponsor, any trading advisor, any clearing broker, the Marketing Agent or legal counsel or other advisors to such parties or any other party that this investment meets some or all of the relevant legal requirements with respect to investments by any particular plan or that this investment is appropriate for any such particular plan. The person with investment discretion should consult with the plan’s attorney and financial advisors as to the propriety of an investment in USABF in light of the circumstances of the particular plan, current tax law and ERISA.

INFORMATION YOU SHOULD KNOW

This prospectus contains information you should consider when making an investment decision about the Units. You should rely only on the information contained in this prospectus or any applicable prospectus supplement. None of the Trust, USABF or the Sponsor has authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell the Units in any jurisdiction where the offer or sale of the Units is not permitted.

The information contained in this prospectus was obtained from us and other sources believed by us to be reliable.

You should disregard anything we said in an earlier document that is inconsistent with what is included in this prospectus or any applicable prospectus supplement. Where the context requires, when we refer to this “prospectus,” we are referring to this prospectus and (if applicable) the relevant prospectus supplement.

 

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You should not assume that the information in this prospectus or any applicable prospectus supplement is current as of any date other than the date on the front page of this prospectus or the date on the front page of any applicable prospectus supplement.

We include cross-references in this prospectus to captions in these materials where you can find further related discussions. The table of contents tells you where to find these captions.

WHERE YOU CAN FIND MORE INFORMATION

The Trust has filed on behalf of USABF a registration statement on Form S-1 with the SEC under the 1933 Act. This prospectus does not contain all of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information about the Trust, USABF or the Units, please refer to the registration statement, which you may inspect, without charge, at the public reference facilities of the SEC at the below address or online at www.sec.gov , or obtain at prescribed rates from the public reference facilities of the SEC at the below address. Information about the Trust, USABF and the Units can also be obtained from USABF’s website, which is www.unitedstatesasiancommoditiesbasketfund.com. USABF’s website address is only provided here as a convenience to you and the information contained on or connected to the website is not part of this prospectus or the registration statement of which this prospectus is part. The Trust is subject to the informational requirements of the Exchange Act and will file certain reports and other information with the SEC under the Exchange Act. The Sponsor will file an updated prospectus annually for USABF pursuant to the 1933 Act. The reports and other information can be inspected at the public reference facilities of the SEC located at 100 F Street, N.E., Washington, DC 20549 and online at www.sec.gov. You may also obtain copies of such material from the public reference facilities of the SEC at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. You may obtain more information concerning the operation of the public reference facilities of the SEC by calling the SEC at 1-800-SEC-0330 or visiting online at www.sec.gov.

 

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UNITED STATES ASIAN COMMODITIES BASKET FUND

INDEX TO FINANCIAL STATEMENTS

 

      Page  

Report of Independent Registered Public Accounting Firm

     F-     

Statement of Financial Condition as of [            ]

     F-     

Notes to Statement of Financial Condition

     F-     

[Financial Statements to be added by pre-effective amendment to the registration statement]

 

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APPENDIX A

Glossary of Defined Terms

In this prospectus, each of the following terms have the meanings set forth after such term:

1933 Act: The Securities Act of 1933.

Administrator: Brown Brothers Harriman & Co., Inc.

Asian Benchmark Commodities: The basket of commodities futures contracts chosen by the Sponsor based on either the systemic importance to Asian economies or the fact that the commodity or commodities trade on an Asian domiciled futures exchange.

Authorized Purchaser: One that purchases or redeems Creation Baskets or Redemption Baskets, respectively, from or to USABF.

Benchmark Futures Contracts: The Asian commodities futures contracts selected as a component of the Asian Commodities Basket.

Business Day: Any day other than a day when the NYSE Arca, the New York Stock Exchange, or any of the Futures Exchanges upon which a Benchmark Futures Contract is traded is closed for regular trading.

CEA: Commodity Exchange Act.

CFMA: Commodity Futures Modernization Act of 2000.

CFTC: Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and options in the United States.

Cleared Swap Contract: A financial contract, whose value is designed to track the return on stocks, bonds, currencies, commodities or some other benchmark, that is submitted to a central clearinghouse after it is either traded over-the-counter or on an exchange or other trading platform.

Code: Internal Revenue Code.

Commodity Interests: Futures Contracts and Other Asian Commodities-Related Investments.

Commodity Pool: An enterprise in which several individuals contribute funds in order to trade futures contracts or options on futures contracts collectively.

Commodity Pool Operator or CPO: Any person engaged in a business which is of the nature of an investment trust, syndicate, or similar enterprise, and who, in connection therewith, solicits, accepts, or receives from others, funds, securities, or property, either directly or through capital contributions, the sale of stock or other forms of securities, or otherwise, for the purpose of trading in any commodity for future delivery or commodity option on or subject to the rules of any contract market.

Commodity Trading Advisor or CTA: Subject to certain exceptions set forth in the Commodity Exchange Act, any person who for compensation or profit, (i) engages in the business of advising others, either directly or through publications, writings or electronic media, as to the value of or the advisability of trading in any commodity for future delivery or commodity option on or subject to the rules of any contract market, or (ii) as part of a regular business, issues or promulgates analyses or reports concerning any of the activities referred to in (i).

Creation Basket: A block of 100,000 Units used by USABF to issue Units.

Custodian: Brown Brothers Harriman & Co., Inc.

Dodd-Frank Act: “The Dodd-Frank Wall Street Reform and Consumer Protection Act” that was signed into law on July 21, 2010.

DTC: The Depository Trust Company. DTC will act as the securities depository for the Units.

DTC Participant: An entity that has an account with DTC.

Exchange Act: The Securities Exchange Act of 1934.

FINRA: Financial Indust