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Invesco DB Base Metals Fund, et al. – ‘10-K’ for 12/31/23 – ‘EX-97’

On:  Thursday, 2/22/24, at 9:08pm ET   ·   As of:  2/23/24   ·   For:  12/31/23   ·   Accession #:  950170-24-19050   ·   File #s:  1-33229, 1-33236

Previous ‘10-K’:  ‘10-K’ on 2/24/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   9 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  Invesco DB Base Metals Fund       10-K       12/31/23   54:7.1M                                   Donnelley … Solutions/FA
          Invesco DB Multi-Sector Commodity Trust

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.92M 
 2: EX-23.1     Consent of Expert or Counsel                        HTML     17K 
 7: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     38K 
                Awarded Compensation                                             
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     22K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     22K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     20K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     20K 
 9: R1          Document and Entity Information                     HTML     91K 
10: R2          Statements of Financial Condition                   HTML    113K 
11: R3          Statements of Financial Condition (Parenthetical)   HTML     25K 
12: R4          Schedule of Investments - Treasury Bills and Money  HTML    159K 
                Market Fund                                                      
13: R5          Schedule of Investments - Futures Contracts         HTML     81K 
14: R6          Statements of Income and Expenses                   HTML     82K 
15: R7          Statement of Changes in Shareholders' Equity        HTML     83K 
16: R8          Statements of Cash Flows                            HTML     83K 
17: R9          Pay vs Performance Disclosure                       HTML     30K 
18: R10         Insider Trading Arrangements                        HTML     27K 
19: R11         Organization                                        HTML     28K 
20: R12         Summary of Significant Accounting Policies          HTML     60K 
21: R13         Financial Instrument Risk                           HTML     25K 
22: R14         Service Providers and Related Party Agreements      HTML     34K 
23: R15         Deposits with Commodity Broker and Custodian        HTML     24K 
24: R16         Additional Valuation Information                    HTML    121K 
25: R17         Derivative Instruments                              HTML     65K 
26: R18         Investments in Affiliates                           HTML    126K 
27: R19         Share Purchases and Redemptions                     HTML     27K 
28: R20         Commitments and Contingencies                       HTML     22K 
29: R21         Financial Highlights                                HTML     78K 
30: R22         Summary of Significant Accounting Policies          HTML     84K 
                (Policies)                                                       
31: R23         Summary of Significant Accounting Policies          HTML     35K 
                (Tables)                                                         
32: R24         Additional Valuation Information (Tables)           HTML    118K 
33: R25         Derivative Instruments (Tables)                     HTML     66K 
34: R26         Investments in Affiliates (Tables)                  HTML    122K 
35: R27         Financial Highlights (Tables)                       HTML     77K 
36: R28         Organization - Additional Information (Detail)      HTML     31K 
37: R29         Summary of Significant Accounting Policies -        HTML     64K 
                Additional Information (Detail)                                  
38: R30         Summary of Significant Accounting Policies -        HTML     51K 
                Schedule of Distributions Per General Share and                  
                Share (Detail)                                                   
39: R31         Service Providers and Related Party Agreements -    HTML     27K 
                Additional Information (Detail)                                  
40: R32         Deposits with Commodity Broker and Custodian -      HTML     20K 
                Additional Information (Detail)                                  
41: R33         Additional Valuation Information - Summary of the   HTML     45K 
                Tiered Valuation Input Levels (Detail)                           
42: R34         Derivative Instruments - Fair Value of Derivative   HTML     27K 
                Instruments (Detail)                                             
43: R35         Derivative Instruments - Effect of Derivative       HTML     29K 
                Instruments on Statements of Income and Expenses                 
                (Detail)                                                         
44: R36         Derivative Instruments - Summary of Average         HTML     22K 
                Monthly and Quarterly Notional Value of Future                   
                Contracts Outstanding (Detail)                                   
45: R37         Investments in Affiliates - Additional Information  HTML     29K 
                (Detail)                                                         
46: R38         Investments in Affiliates - Summary of              HTML     60K 
                Transactions in, and Earnings from, Investments in               
                Affiliates (Excluding Affiliated Money Market                    
                Funds) (Detail)                                                  
47: R39         Investments in Affiliates - Summary of              HTML     22K 
                Transactions in, and Earnings from, Investments in               
                Affiliates (Excluding Affiliated Money Market                    
                Funds) (Parenthetical) (Detail)                                  
48: R40         Share Purchases and Redemptions - Additional        HTML     23K 
                Information (Detail)                                             
49: R41         Financial Highlights - Schedule of Net Asset Value  HTML     48K 
                Per Share (Detail)                                               
51: XML         IDEA XML File -- Filing Summary                      XML     95K 
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                Linkbases Document -- dbb-20231231                               
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‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-97  

 

Exhibit 97

Invesco DB Agriculture Fund (“DBA”)

Invesco DB Base Metals Fund (“DBB”)

Invesco DB Commodity Index Tracking Fund (“DBC”),

Invesco DB Energy Fund (“DBE”)

Invesco DB Oil Fund (“DBO”)

Invesco DB Precious Metals Fund (“DBP”)

Invesco DB US Dollar Index Bullish Fund (“UUP”) and

Invesco DB US Dollar Index Bearish Fund (“UDN”)

Invesco Galaxy Bitcoin ETF (“BTCO”)

(collectively, the “Funds”)

POLICY FOR RECOUPMENT OF INCENTIVE-BASED COMPENSATION

1.
Introduction

In accordance with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations thereunder, and applicable exchange listing rules, the Board of Managers (the “Board”) of Invesco Capital Management LLC (the “Company”) as the managing owner and/or sponsor of the Funds, has adopted a policy (the “Policy”) on behalf of each of the Funds providing for the Funds’ recoupment of certain incentive-based compensation received by Covered Executives (as defined below) in the event that a Fund is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the securities laws.

2.
Administration

Administration and enforcement of this Policy is delegated to the Board. Determinations of the Board under this Policy need not be uniform with respect to any or all Covered Executives and will be final and binding.

3.
Effective Date

This Policy shall be effective as of December 1, 2023 (the “Effective Date”).

4.
Covered Executives

This Policy covers each current or former officer of the Fund subject to Section 16 of the Exchange Act (each, a “Covered Executive”).[1]

5.
Covered Compensation

This Policy applies to any incentive-based compensation, including, but not limited to, bonuses, and awards, that is granted, earned or vested, wholly or in part, upon the attainment of any financial reporting measure, received (as defined below) on or after October 2, 2023 (“Covered Compensation”) by a Covered Executive. Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Fund’s financial statements, and any measures that are derived wholly or in part from such measures.

This Policy shall apply to any Covered Compensation received by an employee or officer of the Company who served as a Covered Executive at any time during the performance period for that Covered Compensation, while the Fund has a class of securities listed on a national securities exchange or national securities association.

A Covered Executive will be deemed to have received Covered Compensation in the Fund’s fiscal period during which the financial reporting measure specified in the award is attained, even if payment or grant of the Covered Compensation occurs after the end of that period.

6.
Financial Restatements; Recoupment

In the event that the Board of the Company determines the Fund is required to prepare an accounting restatement due to the material noncompliance of the Fund with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (such

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an accounting restatement, a “Restatement”), the Board shall review the Covered Compensation received by a Covered Executive during the three-year period preceding the Required Financial Restatement Date (as defined below). Regardless of whether the Company filed the restated financial statements, the Board shall, reasonably promptly and to the full extent permitted by governing law, seek recoupment of any Covered Compensation, whether in the form of cash or equity, awarded or paid to a Covered Executive (computed without regard to any taxes paid), if and to the extent:

a.
the amount of the Covered Compensation was calculated based upon the achievement of certain financial results that were subsequently the subject of a Restatement; and
b.
the amount of the Covered Compensation that would have been awarded to the Covered Executive had the financial results been properly reported would have been lower than the amount actually awarded.

If the achievement of a certain financial result was considered in determining the Covered Compensation awarded or paid, but the Covered Compensation is not awarded or paid on a formulaic basis, the Board shall determine in its sole discretion the amount, if any, by which the payment or award should be reduced or recouped.

For purposes of this Policy, the “Required Financial Restatement Date” is the earlier to occur of:

a.
the date the Board, a committee of the Board, or any officer or officers authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that a Fund is required to prepare a Restatement; or
b.
the date a court, regulator, or other legally authorized body directs the Fund to prepare a Restatement.

For the avoidance of doubt, a Covered Executive will be deemed to have received Covered Compensation in the Fund’s fiscal period during which the financial reporting measure specified in the award is attained, even if the Covered Executive remains subject to additional payment conditions with respect to such award.

7.
Method of Recoupment

The Board will determine, in its sole discretion, the method for recouping erroneously awarded Covered Compensation, which may include, without limitation:

a.
requiring reimbursement of cash incentive compensation previously paid;
b.
seeking recovery of any Equity Proceeds (as defined below);
c.
seeking recovery of some or all vested equity (and/or equity-based) awards or cancelling or rescinding some or all unvested equity (and/or equity-based) awards;
d.
adjusting or withholding from unpaid compensation or other set-off to the extent permitted by applicable law or regulation; and/or
e.
reducing or eliminating future salary increases, incentive compensation, bonuses, awards or severance.

For purposes hereof, “Equity Proceeds” means all proceeds realized by a Covered Executive (i) in connection with the vesting or settlement of restricted stock awards, restricted stock units or other stock-based awards (including, for the avoidance of doubt, any performance awards) of the Company and (ii) from the sale of shares of a Fund, in each case previously obtained as incentive compensation.

8.
Impracticability Exceptions

The Board shall not seek recoupment of any erroneously awarded Covered Compensation to the extent that, in accordance with applicable federal securities laws and exchange listing rules, it determines that:

a.
the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount of erroneously-awarded Covered Compensation to be recovered and the Fund has made and documented its reasonable attempt to recover; and/or
b.
recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to Company employees, to fail to meet the requirements of Sections 401(a)(13) and 411(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

 

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9.
No Indemnification

The Funds shall not indemnify any Covered Executive against the loss of any erroneously awarded Covered Compensation or any Covered Compensation that is recouped pursuant to the terms of this Policy, or any claims relating to a Fund’s enforcement of its rights under this Policy.

10.
Public Disclosure

The Funds shall make all required disclosures and filings with respect to this Policy in accordance with the requirements of the federal securities laws.

11.
Severability

If any provision of this Policy or the application of any such provision to any Covered Executive shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.

12.
Amendments

The Board may amend, modify or terminate this Policy in whole or in part at any time in its sole discretion and may adopt such rules and procedures that it deems necessary or appropriate to implement this Policy or to comply with applicable laws and regulations.

13.
No Impairment of Other Remedies

The remedies under this Policy are in addition to, and not in lieu of, any legal and equitable claims a Fund may have or any actions that may be imposed by law enforcement agencies, regulators or other authorities. The Funds may adopt additional recoupment provisions in the future or amend existing requirements as required by law or regulation.

[1] The Funds do not have employees or officers; however, certain officers of the Company have been identified by the Board as named executive officers of the Funds within the meaning of Section 16 under the Exchange Act.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:2/23/2410-K
Filed on:2/22/2410-K
For Period end:12/31/2310-K
12/1/23
10/2/23
 List all Filings 


9 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/06/20  Invesco DB Base Metals Fund       10-Q        9/30/20   53:7.4M                                   ActiveDisclosure/FA
 5/19/20  Invesco DB Multi-Sector Commo… Tr 8-K:1,5,9   5/18/20   13:404K                                   Donnelley … Solutions/FA
 2/28/20  Invesco DB Base Metals Fund       10-K       12/31/19   56:6.7M                                   ActiveDisclosure/FA
10/01/19  Invesco DB Multi-Sector Commo… Tr 8-K:1,9    10/01/19   14:783K                                   Donnelley … Solutions/FA
 6/04/18  Invesco DB Multi-Sector Commo… Tr 8-K:5,9     6/04/18    2:72K                                    Donnelley … Solutions/FA
 6/20/16  Invesco DB Energy Fund            8-K:1,5,9   6/20/16    3:102K                                   Donnelley … Solutions/FA
 2/26/15  Invesco DB Multi-Sector Commo… Tr 8-K:1,9     2/23/15    3:220K                                   Donnelley … Solutions/FA
 2/25/15  Invesco DB Precious Metals Fund   8-K:5,8,9   2/24/15    2:857K                                   Donnelley … Solutions/FA
12/14/06  DB Multi-Sector Commodity Mas… Tr S-1/A¶                17:6.5M                                   Donnelley … Solutions/FA
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