Teucrium Commodity Trust - Quarter Report: 2010 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
|
Quarterly
report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended September 30,
2010.
|
OR
¨
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Transition report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from
to
.
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Commission
File Number: 001-34765
(Exact
name of registrant as specified in its charter)
Delaware
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61-1604335
|
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(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
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232
Hidden Lake Road, Building A
Brattleboro,
Vermont 05301
(Address
of principal executive offices) (Zip code)
(802)
257-1617
(Registrant’s
telephone number, including area code)
N/A
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
x
Yes o No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
¨
Yes ¨ No
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 ¨
|
Smaller
reporting company x
|
|
(Do
not check if a smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
¨
Yes x No
TEUCRIUM
COMMODITY TRUST
Table
of Contents
Page
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Part
I. FINANCIAL INFORMATION
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Item 1.
Condensed Financial Statements.
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3
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Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
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30
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Item 3.
Quantitative and Qualitative Disclosures About Market
Risk.
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39
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Item 4.
Controls and Procedures.
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39
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Part
II. OTHER INFORMATION
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Item 1.
Legal Proceedings.
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39
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Item 1A.
Risk Factors.
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39
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Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds.
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39
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Item 3.
Defaults Upon Senior Securities.
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40
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Item 4.
Reserved.
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40
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Item 5.
Other Information.
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40
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Item 6. Exhibits.
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40
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2
PartI.
FINANCIAL INFORMATION
Item 1.
Condensed Financial Statements.
Index
to Condensed Financial Statements
Documents
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Page
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TEUCRIUM
COMMODITY TRUST
|
||
Condensed
Consolidated Statements of Assets and Liabilities at September 30,
2010 (Unaudited) and December 31, 2009
|
4
|
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Condensed
Consolidated Schedule of Investments (Unaudited) at September 30,
2010
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5
|
|
Condensed
Consolidated Statements of Operations (Unaudited) for the three months
ending September 30, 2010 and for period from commencement of operations
(June 9, 2010) through September 30, 2010
|
6
|
|
Condensed
Consolidated Statement of Changes in Net Assets (Unaudited) for the
period from commencement of operations (June 9, 2010) through September
30, 2010
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7
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Condensed
Consolidated Statement of Cash Flows (Unaudited) for the period from
commencement of operations (June 9, 2010) through September 30,
2010
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8
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Notes
to Consolidated Condensed Financial Statements
|
9
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TEUCRIUM
CORN FUND
|
||
Condensed
Statements of Assets and Liabilities at September 30, 2010
(Unaudited) and December 31, 2009
|
17
|
|
Condensed
Schedule of Investments (Unaudited) at September 30,
2010
|
18
|
|
Condensed
Statements of Operations (Unaudited) for the three months ending September
30, 2010 and for the period from commencement of operations (June 9, 2010)
through September 30, 2010
|
19
|
|
Condensed
Statement of Changes in Net Assets (Unaudited) for the period from
commencement of operations (June 9, 2010) through September 30,
2010
|
20
|
|
Condensed
Statement of Cash Flows (Unaudited) for the period from commencement of
operations (June 9, 2010) through September 30, 2010
|
21
|
|
Notes
to Condensed Financial Statements
|
22
|
3
TEUCRIUM
COMMODITY TRUST
CONDENSED
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
September
30,
2010
(unaudited)
|
December
31, 2009
|
|||||||
Assets
|
||||||||
Equity
in BNY Mellon trading accounts:
|
||||||||
Cash
and cash equivalents
|
$ | 15,671,075 | $ | 100 | ||||
Commodity
futures contracts
|
1,014,829 | - | ||||||
Interest
Receivable
|
2,480 | - | ||||||
Other
assets
|
13,521 | - | ||||||
16,701,905 | 100 | |||||||
Liabilities
|
||||||||
Collateral,
due to broker
|
380,886 | |||||||
Management
fee payable to Sponsor
|
10,674 | - | ||||||
Other
liabilities
|
64,969 | - | ||||||
Total
liabilities
|
456,529 | - | ||||||
Net
Assets
|
$ | 16,245,376 | $ | 100 |
See
accompanying notes.
4
TEUCRIUM
COMMODITY TRUST
CONDENSED
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September
30, 2010
Fair
|
Percentage of
|
Notional
|
||||||||||
Description
|
Value
|
Net
Assets
|
Value
|
|||||||||
Commodity
futures contracts
|
||||||||||||
United
States Corn Futures Contracts
|
||||||||||||
CBOT
Corn Futures (224 contracts, settlement date Mar. 14,
2011)
|
$
|
598,904
|
3.69
|
%
|
$
|
5,692,400
|
||||||
CBOT
Corn Futures (189 contracts, settlement date May 17, 2011)
|
(30,944)
|
(0.19)
|
4,857,300
|
|||||||||
CBOT
Corn Futures (236 contracts, settlement date Dec. 14,
2011)
|
446,869
|
2.75
|
5,678,750
|
|||||||||
$
|
1,014,829
|
6.25
|
%
|
$
|
16,228,450
|
See
accompanying notes.
5
TEUCRIUM
COMMODITY TRUST
CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
From commencement of
|
||||||||
Three
months ended
|
operations (June 9, 2010)
|
|||||||
September
30, 2010
|
through September 30, 2010
|
|||||||
Income
|
||||||||
Realized
and unrealized gain on trading of
|
||||||||
commodity
futures contracts:
|
||||||||
Realized
gain on commodity futures
|
||||||||
contracts
|
$ | 1, 289, 305 | $ | 1,290,285 | ||||
Net
change in unrealized appreciation
|
||||||||
or
depreciation on commodity futures
|
||||||||
contracts
|
810,334 | 1,014,829 | ||||||
Interest
income
|
5,796 | 6,405 | ||||||
Total
Income
|
2,105,435 | 2,311,519 | ||||||
Expenses
|
||||||||
Professional
fees
|
44,121 | 52,131 | ||||||
Custodian's
fees and expenses
|
32,564 | 40,351 | ||||||
Distribution
and marketing fee
|
23,019 | 29,249 | ||||||
Management
fee to Sponsor
|
22,239 | 25,323 | ||||||
Other
fees
|
14,158 | 17,600 | ||||||
Total
Expenses
|
136,101 | 164,654 | ||||||
Net
Income
|
$ | 1,969,334 | $ | 2,146,865 |
See
accompanying notes.
6
TEUCRIUM
COMMODITY TRUST
CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS (Unaudited)
From commencement of
|
||||
operations (June 9, 2010)
|
||||
through
September 30, 2010
|
||||
Operations
|
||||
Net
Income
|
$ | 2,146,865 | ||
Capital
transactions
|
||||
Issuance
of 700,000 Shares
|
19,462,153 | |||
Redemption of 200,000 Shares
|
(5,364,242 | ) | ||
Cash Proceeds for future series
|
500 | |||
Net
change in net assets
|
16,245,276 | |||
Net
assets, beginning of period
|
100 | |||
Net
assets, end of period
|
$ | 16,245,376 |
See
accompanying notes.
7
TEUCRIUM
COMMODITY TRUST
CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
From
commencement of operations
|
||||
(June
9, 2010) through
|
||||
September
30, 2010
|
||||
Cash
Flows from Operating Activities:
|
||||
Net
income
|
$ | 2,146,865 | ||
Net
change in unrealized appreciation or depreciation on commodity futures
contracts
|
(1,014,829 | ) | ||
Adjustments
to reconcile net income to net cash used provided by operating
activities:
|
||||
Changes
in operating assets and liabilities:
|
||||
Collateral,
due to broker
|
380,886 | |||
Interest
receivable
|
(2,480 | ) | ||
Management
fee payable to Sponsor
|
10,674 | |||
Other
Assets
|
(13,521 | ) | ||
Other
liabilities
|
64,969 | |||
Net
cash used in operating activities
|
1,572,564 | |||
Cash
Flows from Financing Activities:
|
||||
Proceeds
from sale of Shares
|
19,462,153 | |||
Redemption
of Shares
|
(5,364,242 | ) | ||
Proceeds
from sale of Shares of future Trust series
|
500 | |||
Net
cash provided by financing activities
|
14,098,411 | |||
Net
change in cash and cash equivalents
|
15,670,975 | |||
Cash
and cash equivalents, beginning of period
|
100 | |||
Cash
and cash equivalents, end of period
|
$ | 15,671,075 |
See accompanying
notes.
8
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2010
(Unaudited)
Note
1 – Organization and Operation
Teucrium
Commodity Trust (“Trust”) is a Delaware statutory trust organized on September
11, 2009, and is a series trust which includes Teucrium Corn Fund (the “Fund”),
a commodity pool which shares may be purchased and sold on the New York Stock
Exchange (“NYSE”) Arca. The Fund issues common units, called the “Shares”,
representing fractional undivided beneficial interests in the Fund.
Additional series of the Trust that will be separate commodity pools may be
created in the future, but the Fund is currently the Trust’s only series in
operation. Registration statements have also been filed to register units
of the Teucrium WTI Crude Oil Fund (“CRUD”), Teucrium Natural Gas Fund (“NAGS”),
Teucrium Sugar Fund (“CANE”), Teucrium Soybean Fund (“SOYB”), and Teucrium Wheat
Fund (“WEAT”), which would represent additional future series of the
Trust. The Trust and the Fund operate pursuant to the Trust’s Declaration
of Trust and Trust Agreement (the “Trust Agreement”).
The
investment objective of the Fund is to have the daily changes in percentage
terms of the Shares’ net asset value(“NAV”) reflect the daily changes in
percentage terms of a weighted average of the closing settlement prices for
three futures contracts for corn (“Corn Futures Contracts”) that are traded on
the Chicago Board of Trade (“CBOT”), specifically (1) the second-to-expire CBOT
Corn Futures Contract, weighted 35%, (2) the third-to-expire CBOT Corn Futures
Contract, weighted 30%, and (3) the CBOT Corn Futures Contract expiring in the
December following the expiration month of the third-to-expire contract,
weighted 35%, less the Fund’s expenses. (This weighted average of the
three referenced Corn Futures Contracts is referred to herein as the
“Benchmark,” and the three Corn Futures Contracts that at any given time make up
the Benchmark are referred to herein as the “Benchmark Component Futures
Contracts”.)
The Fund
commenced investment operations on June 9, 2010 and has a fiscal year ending on
December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The
Sponsor is responsible for the management of the Fund. The Sponsor is a member
of the National Futures Association (the “NFA”) and became a commodity pool
operator registered with the Commodity Futures Trading Commission (the “CFTC”)
effective November 10, 2009.
The
accompanying unaudited financial statements have been prepared in accordance
with Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and
Exchange Commission (the “SEC”) and, therefore, do not include all
information and footnote disclosures required under accounting principles
generally accepted in the United States of America (“GAAP”). The financial
information included herein is unaudited; however, such financial information
reflects all adjustments which are, in the opinion of management, necessary for
the fair presentation of the Fund’s financial statements for the interim
period. It is suggested that these condensed consolidated interim
financial statements be read in conjunction with the consolidated financial
statements and related notes included in Amendment No. 3 to Form S-1. The
operating results from the commencement of operations (June 9, 2010) through
September 30, 2010 are not necessarily indicative of the results to be expected
for the full year ending December 31, 2010.
On June
5, 2010, the Fund’s initial registration of 30,000,000 shares on Form S-1 was
declared effective by the SEC. On June 9, 2010, the Fund listed its shares on
the NYSE Arca under the ticker symbol “CORN”. On that day, the Fund issued
200,000 shares in exchange for $5,000,000 at the Fund’s initial NAV of $25 per
share. The Fund also commenced investment operations on June 9, 2010 by
purchasing commodity futures contracts traded on the CBOT. As of September
30, 2010, the Fund had a total of 500,004 shares outstanding.
9
Note
2 – Summary of Significant Accounting Policies
Basis
of Presentation
The
consolidated financial statements include the accounts of the Trust and the
Fund. All intercompany transactions and balances have been eliminated in
consolidation. For the period ended September 30, 2010, the operations of
the Trust consist entirely of the operations of the Fund, which commenced
operations on June 9, 2010.
Revenue
Recognition
Commodity
futures contracts are recorded on the trade date. All such transactions are
recorded on the identified cost basis and marked to market daily. Unrealized
appreciation or depreciation on commodity futures contracts are reflected in the
statement of operations as the difference between the original contract amount
and the market value (as determined by exchange settlement prices) as of the
last business day of the year or as of the last date of the financial
statements. Changes in the appreciation or depreciation between periods are
reflected in the statement of operations. The Fund earns interest
on its assets denominated in U.S. dollars on deposit with the futures
commission merchant at a rate equal to 85% of the overnight of Federal
Funds Rate. In addition, the Fund earns interest on funds held at the custodian
at prevailing market rates for such investments.
Brokerage
Commissions
Brokerage
commissions on all open commodity futures contracts are accrued on a full-turn
basis.
Income
Taxes
For tax
purposes, the Trust will be treated as a partnership. The Trust does
not record a provision for income taxes because the partners report their share
of the Trust’s income or loss on their income tax returns. The financial
statements reflect the Trust’s transactions without adjustment, if any, required
for income tax purposes.
In
accordance with GAAP, the Trust is required to determine whether a tax position
is more likely than not to be sustained upon examination by the applicable
taxing authority, including resolution of any related appeals or litigation
processes, based on the technical merits of the position. The Trust files
an income tax return in the U.S. federal jurisdiction, and may file income tax
returns in various U.S. states and foreign jurisdictions. The Trust is
subject to income tax examinations by major taxing authorities for all tax years
since inception. The tax benefit recognized is measured as the largest amount of
benefit that has a greater than fifty percent likelihood of being realized upon
ultimate settlement. De-recognition of a tax benefit previously recognized
results in the Trust recoding a tax liability that reduces net assets.
This policy has been applied to all existing tax positions upon the Trust’s
initial adoption for the period ended December 31, 2009. Based on its
analysis, the Trust has determined that it has not incurred a liability for
unrecognized tax benefits as of September 30, 2010. However, the Trust’s
conclusions regarding this policy may be subject to review and adjustment at a
later date based on factors including, but not limited to, on-going analysis of
and changes to tax laws, regulations, and interpretations thereof. The
Trust recognizes interest accrued related to unrecognized tax benefits and
penalties related to unrecognized tax benefits in income tax fees payable, if
assessed. No interest expense or penalties have been recognized as of and
for the periods ended September 30,2010 (unaudited) and December 31,
2009.
The Trust
may be subject to potential examination by U.S. federal, U.S. state or foreign
jurisdiction authorities in the areas of income taxes. These
potential examinations may include questioning the timing and amount of
deductions, the nexus of income among various tax jurisdictions and compliance
with U.S. federal, U.S. state and foreign tax laws. The Trust’s
management does not expect that the total amount of unrecognized tax benefits
will materially change over the next twelve months.
10
Creations
and Redemptions
Certain
authorized purchasers (“Authorized Purchasers”) may purchase creation baskets
consisting of 100,000 shares from the Fund as of the beginning of each business
day based upon the prior day’s NAV. Authorized Purchasers may redeem shares from
the Fund only in blocks of 100,000 shares called “redemption baskets”. The
amount of the redemption proceeds for a redemption basket will be equal to the
net asset value of the shares in the redemption basket determined as of 4:00
p.m. New York time on the day the order to redeem the basket is properly
received.
The Fund
receives or pays the proceeds from shares sold or redeemed within three business
days after the trade date of the purchase or redemption. The amounts due from
Authorized Purchasers are reflected in the statement of assets and liabilities
as receivable for shares sold and amounts payable to Authorized Purchasers upon
redemption is reflected as payable for shares redeemed. From
inception through September 30, 2010, the Sponsor has had two redemption and
seven creation baskets totaling a net addition to the Fund of 500,000
shares.
Cash
Equivalents
Cash
equivalents are highly-liquid investments with original maturity dates of three
months or less at inception. The Trust reported its cash equivalents in
the statement of assets and liabilities at market value, or at carrying amounts
that approximate fair value, because of their highly-liquid nature and
short-term maturities. The Trust has a substantial portion of its assets on
deposit with banks. Assets deposited with the bank may, at times, exceed
federally insured limits. The Trust had a balance of $15,517,512
(unaudited) and $0 in money market funds at September 30, 2010 and December 31,
2009, respectively; these balances are included in cash and cash equivalents on
the statement of assets and liabilities.
Collateral,
Due from/to Broker
Margin is
the minimum amount of funds that must be deposited by a commodity interest
trader with the trader’s broker to initiate and maintain an open position in
futures contracts. A margin deposit acts to assure the trader’s performance of
the futures contracts purchased or sold. Futures contracts are customarily
bought and sold on initial margin that represents a very small percentage
(ranging upward from less than 2%) of the aggregate purchase or sales price of
the contract. Because of such low margin requirements, price fluctuations
occurring in the futures markets may create profits and losses that, in relation
to the amount invested, are greater than are customary in other forms of
investment or speculation. As discussed below,adverse price changes in the
futures contract may result in margin requirements that greatly exceed the
initial margin. In addition, the amount of marginrequired in connection with a
particular futures contract is set from time to time by the exchange on which
the contract is traded and may be modified from timeto time by the exchange
during the term of the contract. Brokerage firms, such as the Fund’s clearing
brokers, carrying accounts for traders in commodityinterest contracts
generallyrequire higher amounts of margin as a matter of policy to further
protect themselves. Over-the-counter trading generally involvesthe extension of
credit between counterparties, so the counterparties may agree to require the
posting of collateral by one or both parties to address
creditexposure.
11
When a
trader purchases an option, there is no margin requirement; however, the option
premium must be paid in full. When a trader sells an option,on the other hand,
he or she is required to deposit margin in an amount determined by the margin
requirements established for the underlying interest and, inaddition, an amount
substantially equal to the current premium for the option. The margin
requirements imposed on the selling of options, although adjusted toreflect the
probability that out-of-the-money options will not be exercised, can in fact be
higher than those imposed in dealing in the futures markets directly.Complicated
margin requirements apply to spreads and conversions, which are complex trading
strategies in which a trader acquires a mixture of optionspositions and
positions in the underlying interest.
Ongoing
or “maintenance” margin requirements are computed each day by a trader’s
clearing broker. When the market value of a particular openfutures contract
changes to a point where the margin on deposit does not satisfy maintenance
margin requirements, a margin call is made by the broker. If themargin call is
not met within a reasonable time, the broker may close out the trader’s
position. With respect to the Fund’s trading, the Fund (and not itsshareholders
personally) is subject to margin calls.
Finally,
many major U.S. exchanges have passed certain cross margining arrangements
involving procedures pursuant to which the futures and optionspositions held in
an account would, in the case of some accounts, be aggregated and margin
requirements would be assessed on a portfolio basis, measuring thetotal risk of
the combined positions.
Sponsor
Fee
The
Sponsor is responsible for investing the assets of the Fund in accordance with
the objectives and policies of the Fund. In addition, the Sponsor arranges for
one or more third parties to provide administrative, custody, accounting,
transfer agency and other necessary services to the Trust and the Fund. For
these services, the Fund is contractually obligated to pay a monthly management
fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00%
per annum on average net assets. The Fund pays for all brokerage fees, taxes and
other expenses, including licensing fees for the use of intellectual property,
registration or other fees paid to the SEC, the Financial Industry Regulatory
Authority (“FINRA”), formerly the National Association of Securities Dealers, or
any other regulatory agency in connection with the offer and sale of subsequent
Shares after its initial registration and all legal, accounting, printing and
other expenses associated therewith. The Fund also pays the fees and expenses
associated with the Trust’s tax accounting and reporting
requirements.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of the revenue and expenses
during the reporting period. Actual results could differ from those
estimates.
Fair
Value - Definition and Hierarchy
Fair
value is defined as the price that would be received to sell an asset or paid to
transfer a liability (i.e., the “exit price”) in an orderly transaction between
market participants at the measurement date.
In
determining fair value, the Trust uses various valuation approaches. A
fair value hierarchy for inputs is used in measuring fair value that maximizes
the use of observable inputs and minimizes the use of unobservable inputs by
requiring that the most observable inputs be used when available.
Observable inputs are those that market participants would use in pricing
the asset or liability based on market data obtained from sources independent of
the Trust. Unobservable inputs reflect the Trust’s assumptions about the
inputs market participants would use in pricing the asset or liability developed
based on the best information available in the circumstances. The fair
value hierarchy is categorized into three levels based on the inputs as
follows:
Level 1 - Valuations based on
unadjusted quoted prices in active markets for identical assets or liabilities
that the Fund has the ability to access. Valuation adjustments and block
discounts are not applied to Level 1 securities. Since valuations are
based on quoted prices that are readily and regularly available in an active
market, valuation of these securities does not entail a significant degree of
judgment.
12
Level 2 - Valuations based on
quoted prices in markets that are not active or for which all significant inputs
are observable, either directly or indirectly.
Level 3 - Valuations based on
inputs that are unobservable and significant to the overall fair value
measurement.
The
availability of valuation techniques and observable inputs can vary from
security to security and is affected by a wide variety of factors including, the
type of security, whether the security is new and not yet established in the
marketplace, and other characteristics particular to the transaction. To
the extent that valuation is based on models or inputs that are less observable
or unobservable in the market, the determination of fair value requires more
judgment. Those estimated values do not necessarily represent the amounts
that may be ultimately realized due to the occurrence of future circumstances
that cannot be reasonably determined. Because of the inherent uncertainty
of valuation, those estimated values may be materially higher or lower than the
values that would have been used had a ready market for the securities
existed. Accordingly, the degree of judgment exercised by the Fund in
determining fair value is greatest for securities categorized in Level 3.
In certain cases, the inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, for
disclosure purposes, the level in the fair value hierarchy within which the fair
value measurement in its entirety falls, is determined based on the lowest level
input that is significant to the fair value measurement.
Fair
value is a market-based measure considered from the perspective of a market
participant rather than an entity-specific measure. Therefore, even when
market assumptions are not readily available, the Trust’s own assumptions are
set to reflect those that market participants would use in pricing the asset or
liability at the measurement date. The Trust uses prices and inputs that
are current as of the measurement date, including periods of market
dislocation. In periods of market dislocation, the observability of prices
and inputs may be reduced for many securities. This condition could cause
a security to be reclassified to a lower level within the fair value
hierarchy.
Note
3 – Fair Value Measurements
The
Trust’s assets and liabilities recorded at fair value have been categorized
based upon a fair value hierarchy as described in the Trust’s significant
accounting policies in Note 2.
The
following table presents information about the Trust’s assets measured at fair
value as of September 30, 2010:
13
September
30, 2010 (Unaudited)
Quoted Prices
|
||||||||||||||||||||
in Active
|
Significant
|
|||||||||||||||||||
Markets for
|
Other
|
Significant
|
Balance
|
|||||||||||||||||
Identical
Assets
|
Observable
Inputs
|
Unobservable
Inputs
|
Counterparty
Netting
|
as of
September 30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2010
|
|||||||||||||||||
Assets
(at fair value)
|
||||||||||||||||||||
Cash
Equivalents
|
$ | 15,517,512 | $ | - | $ | - | $ | - | $ | 15,517,512 | ||||||||||
Commodity
Futures Contracts
|
1,045,773 | $ | - | - | (30,944 | ) | 1,014,829 | |||||||||||||
Total
|
$ | 16,563,285 | $ | - | $ | - | $ | (30,944 | ) | $ | 16,532,341 | |||||||||
Liabilities
(at fair value)
|
||||||||||||||||||||
Commodity
futures contracts
|
$ | 30,944 | $ | - | $ | - | $ | (30,944 | ) | $ | - |
Note
4 –Derivative Instruments and Hedging Activities
In the
normal course of business, the Fund utilizes derivative contracts in connection
with its proprietary trading activities. Investments in derivative
contracts are subject to additional risks that can result in a loss of all or
part of an investment. The Fund’s derivative activities and exposure to
derivative contracts are classified by the following primary underlying risks:
interest rate, credit, commodity price, and equity price risks. In
addition to its primary underlying risks, the Fund is also subject to additional
counterparty risk due to inability of its counterparties to meet the terms
of their contracts. For the period ending September 30, 2010, the Fund had
invested only in corn commodity futures contracts.
Futures
Contracts
The Fund
is subject to commodity price risk in the normal course of pursuing its
investment objectives. A futures contract represents a commitment for the future
purchase or sale of an asset at a specified price on a specified
date.
The
purchase and sale of futures contracts requires margin deposits with a Futures
Commission Merchant (“FCM”). Subsequent payments (variation margin) are
made or received by the Fund each day, depending on the daily fluctuations in
the value of the contract, and are recorded as unrealized gains or losses by the
Fund. Futures contracts may reduce the Fund’s exposure to counterparty
risk since futures contracts are exchange-traded; and the exchange’s
clearinghouse, as the counterparty to all exchange-traded futures, guarantees
the futures against default.
The
Commodity Exchange Act requires an FCM to segregate all customer transactions
and assets from the FCM's proprietary activities. A customer's cash and
other equity deposited with an FCM are considered commingled with all other
customer funds subject to the FCM’s segregation requirements. In the event
of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of
segregated customer funds available. It is possible that the recovery
amount could be less than the total of cash and other equity
deposited.
The
following tables identify the fair value amounts of derivative instruments
included in the condensed consolidated statement of assets and liabilities as
derivative contracts, categorized by primary underlying risk, at September 30,
2010. Balances are presented on a gross basis, prior to the application of
the impact of counterparty and collateral netting. Total derivative assets
and liabilities are adjusted on an aggregate basis to take into consideration
the effects of master netting arrangements and have been reduced by the
application of cash collateral receivables and payables with its counterparties.
The following tables also identify the net gain and loss amounts included in the
condensed statement of operations as net gain (loss) from derivative contracts,
categorized by primary underlying risk, for the period ended September 30,
2010.
14
At
September 30, 2010, the fair value of derivative instruments is as
follows:
Primary Underlying Risk
|
Asset Derivatives
|
Liability Derivatives
|
Net Derivatives
|
|||||||||
Commodity
Price
|
||||||||||||
Futures
Contracts
|
$
|
1,045,773
|
$
|
(30,944
|
)
|
$
|
1,014,829
|
The
following is a summary of realized and unrealized gains and losses of the
derivative instruments utilized by the Fund, for the three-month period
endedSeptember 30, 2010:
Realized Gain on
|
Net Change in Unrealized Gain
|
|||||||
Primary Underlying Risk
|
Derivative Instruments
|
on Derivative Instruments
|
||||||
Commodity
Price
|
||||||||
Futures
Contracts
|
$ | 1,289,305 | $ | 810,334 |
The
following is a summary of realized and unrealized gains and losses of the
derivative instruments utilized by the Fund, from commencement of operations
(June 9, 2010) toSeptember 30, 2010:
Realized Gain on
|
Net Change in Unrealized Gain
|
|||||||
Primary Underlying Risk
|
Derivative Instruments
|
on Derivative Instruments
|
||||||
Commodity
Price
|
||||||||
Futures
Contracts
|
$
|
1,290,285
|
$
|
1,014,829
|
Volume
of Derivative Activities
At
September 30, 2010, the notional amounts and number of contracts, categorized by
primary underlying risk, are as follows:
Long
exposure
|
||||||||
Notional
|
Number
|
|||||||
Primary
underlying risk
|
amounts
|
of
contracts
|
||||||
Commodity
price
|
||||||||
Futures
contracts
|
$ | 16,228,450 | 649 |
15
Note
5 – Recent Accounting Pronouncements
In
January 2010, the Financial Accounting Standards Board issued Accounting
Standards Update (“ASU”) No. 2010-06 “Improving Disclosures about Fair
Value Measurements.” ASU No. 2010-06 clarifies existing disclosure
and requires additional disclosures regarding fair value
measurements. Effective for fiscal years beginning after December 15,
2010, and for interim periods within those fiscal years, entities will need to
disclose information about purchases, sales, issuances and settlements of
Level 3 securities on a gross basis, rather than as a net number
as currently required. The Sponsor is currently evaluating the impact ASU
No. 2010-06 will have on the Trust’s financial
statement disclosures.
Note
6 - Organizational and Offering Costs
Expenses
incurred in organizing of the Trust and the initial offering of the shares,
including applicable SEC registration fees will be borne directly by the
Sponsor. The Trust will not be obligated to reimburse the Sponsor.
Note
7 – Subsequent Events
From
October 1, 2010 through November 11, 2010, the Sponsor has had two creation
baskets totaling a net addition to the Fund of 200,000 shares.
16
TEUCRIUM
CORN FUND
CONDENSED
STATEMENT OF ASSETS AND LIABILITIES
September 30,
2010
|
||||||||
(unaudited)
|
December 31, 2009
|
|||||||
Assets
|
||||||||
Equity
in BNY Mellon trading accounts:
|
||||||||
Cash
and cash equivalents
|
$ | 15,670,575 | $ | 100 | ||||
Commodity
futures contracts
|
1,014,829 | - | ||||||
Interest
receivable
|
2,480 | - | ||||||
Other
assets
|
13,521 | - | ||||||
16,701,405 | 100 | |||||||
Liabilities
|
||||||||
Collateral,
due to broker
|
380,886 | - | ||||||
Management
fee payable to Sponsor
|
10,674 | - | ||||||
Other
liabilities
|
64,969 | - | ||||||
Total
liabilities
|
456,529 | - | ||||||
Net
Assets
|
$ | 16,244,876 | $ | 100 | ||||
Shares
outstanding
|
500,004 | 4 | ||||||
Net
asset value per share
|
$ | 32.49 | $ | 25.00 | ||||
Market
value per share (September 30, 2010 closing price)
|
$ | 32.57 | $ | - |
See
accompanying notes.
17
TEUCRIUM
CORN FUND
CONDENSED
SCHEDULE OF INVESTMENTS (Unaudited)
September
30, 2010
Fair
|
Percentage of
|
Notional
|
||||||||||
Description
|
Value
|
Net
Assets
|
Value
|
|||||||||
Commodity
futures contracts
|
||||||||||||
United
States Corn Futures Contracts
|
||||||||||||
CBOT
Corn Futures (224 contracts, settlement date Mar. 14,
2011)
|
$ | 598,904 | 3.69 | % | $ | 5,692,400 | ||||||
CBOT
Corn Futures (189 contracts, settlement date May 17, 2011)
|
(30,944 | ) | (0.19 | ) | 4,857,300 | |||||||
CBOT
Corn Futures (236 contracts, settlement date Dec. 14,
2011)
|
446,869 | 2.75 | 5,678,750 | |||||||||
$ | 1,014,829 | 6.25 | % | $ | 16,228,450 |
See
accompanying notes.
18
TEUCRIUM
CORN FUND
CONDENSED
STATEMENT OF OPERATIONS (Unaudited)
From commencement of
|
||||||||
Three
months ended
|
operations (June 9, 2010)
|
|||||||
September
30, 2010
|
through September 30, 2010
|
|||||||
Income
|
||||||||
Realized
and unrealized gain on trading of
|
||||||||
commodity
futures contracts:
|
||||||||
Realized
gain on commodity futures
|
||||||||
contracts
|
$ | 1,289,305 | $ | 1,290,285 | ||||
Net
change in unrealized appreciation
|
||||||||
or
depreciation on commodity futures
|
||||||||
contracts
|
810,334 | 1,014,829 | ||||||
Interest
income
|
5,796 | 6,405 | ||||||
Total
Income
|
2,105,435 | 2,311,519 | ||||||
Expenses
|
||||||||
Professional
fees
|
44,121 | 52,131 | ||||||
Custodian's
fees and expenses
|
32,564 | 40,351 | ||||||
Distribution
and marketing fee
|
23,019 | 29,249 | ||||||
Management
fee to Sponsor
|
22,239 | 25,323 | ||||||
Other
fees
|
14,158 | 17,600 | ||||||
Total
Expenses
|
136,101 | 164,654 | ||||||
Net
Income
|
$ | 1,969,334 | $ | 2,146,865 | ||||
Net
income per share
|
$ | 6.60 | $ | 7.49 | ||||
Net
income per weighted average share
|
$ | 6.59 | $ | 7.67 | ||||
Weighted
average shares outstanding
|
298,917 | 279,829 |
See
accompanying notes.
19
TEUCRIUM
CORN FUND
CONDENSED
STATEMENT OF CHANGES IN NET ASSETS (Unaudited)
From commencement of
|
||||
operations (June 9, 2010)
|
||||
through
September 30, 2010
|
||||
Operations
|
||||
Net
Income
|
$ | 2,146,865 | ||
Capital
transactions
|
||||
Issuance
of 700,000 Shares
|
19,462,153 | |||
Redemption
of 200,000 Shares
|
(5,364,242 | ) | ||
Total
capital
|
14,097,911 | |||
Net
change in net assets
|
16,244,776 | |||
Net
assets, beginning of period
|
100 | |||
Net
assets, end of period
|
$ | 16,244,876 | ||
Net
asset value per share
At
inception (June 9, 2010)
|
$ | 25.00 | ||
At
September 30, 2010
|
$ | 32.49 |
See
accompanying notes.
20
TEUCRIUM
CORN FUND
CONDENSED
STATEMENT OF CASH FLOWS (Unaudited)
From
commencement of operations
|
||||
(June
9, 2010) through
|
||||
September
30, 2010
|
||||
Cash
Flows from Operating Activities:
|
||||
Net
income
|
$
|
2,146,865
|
||
Net
change in unrealized appreciation or depreciation on commodity futures
contracts
|
(1,014,829
|
)
|
||
Adjustments
to reconcile net income to net cash used provided by operating
activities:
|
||||
Changes
in operating assets and liabilities:
|
||||
Collateral,
due to broker
|
380,886
|
|||
Interest
receivable
|
(2,480)
|
|||
Management
fee payable to Sponsor
|
10,674
|
|||
Other
Assets
|
(13,521)
|
|||
Other
liabilities
|
64,969
|
|||
Net
cash used in operating activities
|
1,572,564
|
|||
Cash
Flows from Financing Activities:
|
||||
Proceeds
from sale of Shares
|
19,462,153
|
|||
Redemption
of Shares
|
(5,364,242)
|
|||
Net
cash provided by financing activities
|
14,097,911
|
|||
Net
change in cash and cash equivalents
|
15,670,475
|
|||
Cash
and cash equivalents, beginning of period
|
100
|
|||
Cash
and cash equivalents, end of period
|
$
|
15,670,575
|
See
accompanying notes.
21
NOTES
TO CONDENSED FINANCIAL STATEMENTS
September
30, 2010
(Unaudited)
Note
1 – Organization and Operation
Teucrium
Corn Fund (the “Fund”) is a commodity pool that is a series of Teucrium
Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11,
2009. The Fund issues common units, called the “Shares”, representing
fractional undivided beneficial interests in the Fund. The Fund continuously
offers creation baskets consisting of 100,000 Shares at their net asset value
(“NAV”) to “Authorized Purchasers” through ALPS Distributors, Inc., which is the
marketing agent for Shares of the Fund (the “Marketing Agent”). Merrill
Lynch Professional Clearing Corp. was the initial Authorized Purchaser.
Authorized Purchasers sell such Shares, which are listed on the New York Stock
Exchange (“NYSE”) Arca under the symbol “CORN,” to the public at per-Share
offering prices that reflect, among other factors, the trading price of the
Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized
Purchaser purchased the Creation Baskets and the NAV at the time of the offer of
the Shares to the public, the supply of and demand for Shares at the time of
sale, and the liquidity of the markets for corn interests. The Fund’s
Shares trade in the secondary market on the NYSE Arca at prices that are lower
or higher than their NAV per Share.
The
investment objective of the Fund is to have the daily changes in percentage
terms of the Shares’ net asset value(“NAV”) reflect the daily changes in
percentage terms of a weighted average of the closing settlement prices for
three futures contracts for corn (“Corn Futures Contracts”) that are traded on
the Chicago Board of Trade (“CBOT”), specifically (1) the second-to-expire CBOT
Corn Futures Contract, weighted 35%, (2) the third-to-expire CBOT Corn Futures
Contract, weighted 30%, and (3) the CBOT Corn Futures Contract expiring in the
December following the expiration month of the third-to-expire contract,
weighted 35%, less the Fund’s expenses. (This weighted average of the
three referenced Corn Futures Contracts is referred to herein as the
“Benchmark,” and the three Corn Futures Contracts that at any given time make up
the Benchmark are referred to herein as the “Benchmark Component Futures
Contracts”.)
The Fund
commenced investment operations on June 9, 2010 and has a fiscal year ending on
December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The
Sponsor is responsible for the management of the Fund. The Sponsor is a member
of the National Futures Association (the “NFA”) and became a commodity pool
operator registered with the Commodity Futures Trading Commission (the “CFTC”)
effective November 10, 2009.
The
accompanying unaudited financial statements have been prepared in accordance
with Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and
Exchange Commission (the “SEC”) and, therefore, do not include all
information and footnote disclosures required under accounting principles
generally accepted in the United States of America (“GAAP”). The financial
information included herein is unaudited; however, such financial information
reflects all adjustments which are, in the opinion of management, necessary for
the fair presentation of the Fund’s financial statements for the interim
period. It is suggested that these condensed interim financial statements
be read in conjunction with the financial statements and related notes included
in Amendment No. 3 to Form S-1. The operating results from the
commencement of operations (June 9, 2010) through September 30, 2010 are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2010.
On June
5, 2010, the Fund’s initial registration of 30,000,000 shares on Form S-1 was
declared effective by the SEC. On June 9, 2010, the Fund listed its shares on
the NYSE Arca under the ticker symbol “CORN”. On that day, the Fund issued
200,000 shares in exchange for $5,000,000 at the Fund’s initial NAV of $25 per
share. The Fund also commenced investment operations on June 9, 2010 by
purchasing commodity futures contracts traded on the CBOT. As of September
30, 2010, the Fund had a total of 500,004 shares outstanding.
22
Note
2 – Summary of Significant Accounting Policies
Revenue
Recognition
Commodity
futures contracts are recorded on the trade date. All such transactions are
recorded on the identified cost basis and marked to market daily. Unrealized
appreciation or depreciation on commodity futures contracts are reflected in the
statement of operations as the difference between the original contract amount
and the market value (as determined by exchange settlement prices) as of the
last business day of the year or as of the last date of the financial
statements. Changes in the appreciation or depreciation between periods are
reflected in the statement of operations. The Fund earns interest
on its assets denominated in U.S. dollars on deposit with the futures
commission merchant at a rate equal to 85% of the overnight of Federal
Funds Rate. In addition, the Fund earns interest on funds held at the custodian
at prevailing market rates for such investments.
Brokerage
Commissions
Brokerage
commissions on all open commodity futures contracts are accrued on a full-turn
basis.
Income
Taxes
For tax
purposes, the Fund will be treated as a partnership. The Fund does
not record a provision for income taxes because the partners report their share
of the Fund’s income or loss on their income tax returns. The financial
statements reflect the Fund’s transactions without adjustment, if any, required
for income tax purposes.
In
accordance with GAAP, the Fund is required to determine whether a tax position
is more likely than not to be sustained upon examination by the applicable
taxing authority, including resolution of any related appeals or litigation
processes, based on the technical merits of the position. The Fund files
an income tax return in the U.S. federal jurisdiction, and may file income tax
returns in various U.S. states and foreign jurisdictions. The Fund is
subject to income tax examinations by major taxing authorities for all tax years
since inception. The tax benefit recognized is measured as the largest amount of
benefit that has a greater than fifty percent likelihood of being realized upon
ultimate settlement. De-recognition of a tax benefit previously recognized
results in the Fund recoding a tax liability that reduces net assets. This
policy has been applied to all existing tax positions upon the Fund’s initial
adoption for the period ended December 31, 2009. Based on its analysis,
the Fund has determined that it has not incurred a liability for unrecognized
tax benefits as of September 30, 2010. However, the Fund’s conclusions
regarding this policy may be subject to review and adjustment at a later date
based on factors including, but not limited to, on-going analysis of and changes
to tax laws, regulations, and interpretations thereof. The Fund recognizes
interest accrued related to unrecognized tax benefits and penalties related to
unrecognized tax benefits in income tax fees payable, if assessed. No
interest expense or penalties have been recognized as of and for the periods
ended September 30,2010 (unaudited) and December 31, 2009.
The Fund
may be subject to potential examination by U.S. federal, U.S. state or foreign
jurisdiction authorities in the areas of income taxes. These
potential examinations may include questioning the timing and amount of
deductions, the nexus of income among various tax jurisdictions and compliance
with U.S. federal, U.S. state and foreign tax laws. The Fund’s
management does not expect that the total amount of unrecognized tax benefits
will materially change over the next twelve months.
23
Creations
and Redemptions
Authorized
Purchasers may purchase creation baskets consisting of 100,000 shares from the
Fund as of the beginning of each business day based upon the prior day’s NAV.
Authorized Purchasers may redeem shares from the Fund only in blocks of 100,000
shares called “redemption baskets”. The amount of the redemption proceeds for a
redemption basket will be equal to the net asset value of the shares in the
redemption basket determined as of 4:00 p.m. New York time on the day the order
to redeem the basket is properly received.
The Fund
receives or pays the proceeds from shares sold or redeemed within three business
days after the trade date of the purchase or redemption. The amounts due from
Authorized Purchasers are reflected in the Fund’s statement of assets and
liabilities as receivable for shares sold and amounts payable to Authorized
Purchasers upon redemption is reflected as payable for shares
redeemed. From inception through September 30, 2010, the Sponsor has
had two redemption and seven creation baskets totaling a net addition to the
Fund of 500,000 shares.
Allocation
of Shareholder Income and Losses
Profit or
loss is allocated among the shareholders of the Fund in proportion to the number
of shares each shareholder holds as of the close of each month.
Cash
Equivalents
Cash
equivalents are highly-liquid investments with original maturity dates of three
months or less at inception. The Fund reported its cash equivalents in the
statement of assets and liabilities at market value, or at carrying amounts that
approximate fair value, because of their highly-liquid nature and short-term
maturities. The Fund has a substantial portion of its assets on deposit with
banks. Assets deposited with the bank may, at times, exceed federally insured
limits. The Fund had a balance of $15,517,512 (unaudited) and $0 in money
market funds at September 30, 2010 and December 31, 2009, respectively; these
balances are included in cash and cash equivalents on the statement of assets
and liabilities.
Collateral,
Due from/to Broker
Margin is
the minimum amount of funds that must be deposited by a commodity interest
trader with the trader’s broker to initiate and maintain an open position in
futures contracts. A margin deposit acts to assure the trader’s performance of
the futures contracts purchased or sold. Futures contracts are customarily
bought and sold on initial margin that represents a very small percentage
(ranging upward from less than 2%) of the aggregate purchase or sales price of
the contract. Because of such low margin requirements, price fluctuations
occurring in the futures markets may create profits and losses that, in relation
to the amount invested, are greater than are customary in other forms of
investment or speculation. As discussed below, adverse price changes in the
futures contract may result in margin requirements that greatly exceed the
initial margin. In addition, the amount of margin required in connection with a
particular futures contract is set from time to time by the exchange on which
the contract is traded and may be modified from time to time by the exchange
during the term of the contract. Brokerage firms, such as the Fund’s clearing
brokers, carrying accounts for traders in commodity interest contracts generally
require higher amounts of margin as a matter of policy to further protect
themselves. Over-the-counter trading generally involvesthe extension of credit
between counterparties, so the counterparties may agree to require the posting
of collateral by one or both parties to address credit exposure.
When a
trader purchases an option, there is no margin requirement; however, the option
premium must be paid in full. When a trader sells an option,on the other hand,
he or she is required to deposit margin in an amount determined by the margin
requirements established for the underlying interest and, inaddition, an amount
substantially equal to the current premium for the option. The margin
requirements imposed on the selling of options, although adjusted toreflect the
probability that out-of-the-money options will not be exercised, can in fact be
higher than those imposed in dealing in the futures markets directly.Complicated
margin requirements apply to spreads and conversions, which are complex trading
strategies in which a trader acquires a mixture of optionspositions and
positions in the underlying interest.
24
Ongoing
or “maintenance” margin requirements are computed each day by a trader’s
clearing broker. When the market value of a particular openfutures contract
changes to a point where the margin on deposit does not satisfy maintenance
margin requirements, a margin call is made by the broker. If themargin call is
not met within a reasonable time, the broker may close out the trader’s
position. With respect to the Fund’s trading, the Fund (and not its shareholders
personally) is subject to margin calls.
Finally,
many major U.S. exchanges have passed certain cross margining arrangements
involving procedures pursuant to which the futures and optionspositions held in
an account would, in the case of some accounts, be aggregated and margin
requirements would be assessed on a portfolio basis, measuring thetotal risk of
the combined positions.
Calculation
of NAV
The
Fund’s NAV is calculated by:
|
·
|
Taking the current market value
of its total assets, and
|
|
·
|
Subtracting any
liabilities.
|
The
administrator calculates the NAV of the Fund once each trading day. It
calculates NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York
time. The NAV for a particular trading day is released after 4:15 p.m. New
York time.
In
determining the value of Corn Futures Contracts, the administrator uses the CBOT
closing price (typically 2:15 p.m. New York time). The administrator
determines the value of all other Fund investments as of the earlier of the
close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter corn
interests is determined based on the value of the commodity or futures contract
underlying such corn interest, except that a fair value may be determined if the
Sponsor believes that the Fund is subject to significant credit risk relating to
the counterparty to such corn interest. Treasury Securities held by the
Fund are valued by the administrator using values received from recognized
third-party vendors and dealer quotes. NAV includes any unrealized profit
or loss on open corn interests and any other income or expense accruing to the
Fund but unpaid or not received by the Fund.
Sponsor
Fee
The
Sponsor is responsible for investing the assets of the Fund in accordance with
the objectives and policies of the Fund. In addition, the Sponsor arranges for
one or more third parties to provide administrative, custody, accounting,
transfer agency and other necessary services to the Fund. For these services,
the Fund is contractually obligated to pay a monthly management fee to the
Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum
on average net assets. The Fund pays for all brokerage fees, taxes and other
expenses, including licensing fees for the use of intellectual property,
registration or other fees paid to the SEC, the Financial Industry Regulatory
Authority (“FINRA”), formerly the National Association of Securities Dealers, or
any other regulatory agency in connection with the offer and sale of subsequent
Shares after its initial registration and all legal, accounting, printing and
other expenses associated therewith. The Fund also pays the fees and expenses
associated with the Trust’s tax accounting and reporting
requirements.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of the revenue and expenses
during the reporting period. Actual results could differ from those
estimates.
25
Fair
Value - Definition and Hierarchy
Fair
value is defined as the price that would be received to sell an asset or paid to
transfer a liability (i.e., the “exit price”) in an orderly transaction between
market participants at the measurement date.
In
determining fair value, the Fund uses various valuation approaches. A fair
value hierarchy for inputs is used in measuring fair value that maximizes the
use of observable inputs and minimizes the use of unobservable inputs by
requiring that the most observable inputs be used when available.
Observable inputs are those that market participants would use in pricing
the asset or liability based on market data obtained from sources independent of
the Fund. Unobservable inputs reflect the Fund’s assumptions about the
inputs market participants would use in pricing the asset or liability developed
based on the best information available in the circumstances. The fair
value hierarchy is categorized into three levels based on the inputs as
follows:
Level 1 - Valuations based on
unadjusted quoted prices in active markets for identical assets or liabilities
that the Fund has the ability to access. Valuation adjustments and block
discounts are not applied to Level 1 securities. Since valuations are
based on quoted prices that are readily and regularly available in an active
market, valuation of these securities does not entail a significant degree of
judgment.
Level 2 - Valuations based on
quoted prices in markets that are not active or for which all significant inputs
are observable, either directly or indirectly.
Level 3 - Valuations based on
inputs that are unobservable and significant to the overall fair value
measurement.
The
availability of valuation techniques and observable inputs can vary from
security to security and is affected by a wide variety of factors including, the
type of security, whether the security is new and not yet established in the
marketplace, and other characteristics particular to the transaction. To
the extent that valuation is based on models or inputs that are less observable
or unobservable in the market, the determination of fair value requires more
judgment. Those estimated values do not necessarily represent the amounts
that may be ultimately realized due to the occurrence of future circumstances
that cannot be reasonably determined. Because of the inherent uncertainty
of valuation, those estimated values may be materially higher or lower than the
values that would have been used had a ready market for the securities
existed. Accordingly, the degree of judgment exercised by the Fund in
determining fair value is greatest for securities categorized in Level 3.
In certain cases, the inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, for
disclosure purposes, the level in the fair value hierarchy within which the fair
value measurement in its entirety falls, is determined based on the lowest level
input that is significant to the fair value measurement.
Fair
value is a market-based measure considered from the perspective of a market
participant rather than an entity-specific measure. Therefore, even when
market assumptions are not readily available, the Fund’s own assumptions are set
to reflect those that market participants would use in pricing the asset or
liability at the measurement date. The Fund uses prices and inputs that
are current as of the measurement date, including periods of market
dislocation. In periods of market dislocation, the observability of prices
and inputs may be reduced for many securities. This condition could cause
a security to be reclassified to a lower level within the fair value
hierarchy.
Net
Income (Loss) per Share
Net
income (loss) per share is the difference between the NAV per unit at the
beginning of each period and at the end of each period. The weighted average
number of units outstanding was computed for purposes of disclosing net income
(loss) per weighted average unit. The weighted average units are equal to
the number of units outstanding at the end of the period, adjusted
proportionately for units redeemed based on the amount of time the units were
outstanding during such period.
26
Note
3 – Fair Value Measurements
The
Fund’s assets and liabilities recorded at fair value have been categorized based
upon a fair value hierarchy as described in the Fund’s significant accounting
policies in Note 2.
The
following table presents information about the Fund’s assets measured at fair
value as of September 30, 2010:
September 30, 2010 (Unaudited)
Quoted Prices
|
||||||||||||||||||||
in Active
|
Significant
|
|||||||||||||||||||
Markets for
|
Other
|
Significant
|
Balance
|
|||||||||||||||||
Identical
Assets
|
Observable
Inputs
|
Unobservable
Inputs
|
Counterparty
Netting
|
as of
September 30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2010
|
|||||||||||||||||
Assets
(at fair value)
|
||||||||||||||||||||
Cash
Equivalents
|
$ | 15,517,512 | $ | - | $ | - | $ | - | $ | 15,517,512 | ||||||||||
Commodity
Futures Contracts
|
1,045,773 | - | - | (30,944 | ) | 1,014,829 | ||||||||||||||
Total
|
$ | 16,563,285 | $ | - | $ | - | $ | (30,944 | ) | $ | 16,532,341 | |||||||||
Liabilities
(at fair value)
|
||||||||||||||||||||
Commodity
futures contracts
|
$ | 30,944 | $ | - | $ | - | $ | (30,944) | $ | - |
Note
4 –Derivative Instruments and Hedging Activities
In the
normal course of business, the Fund utilizes derivative contracts in connection
with its proprietary trading activities. Investments in derivative
contracts are subject to additional risks that can result in a loss of all or
part of an investment. The Fund’s derivative activities and exposure to
derivative contracts are classified by the following primary underlying risks:
interest rate, credit, commodity price, and equity price risks. In
addition to its primary underlying risks, the Fund is also subject to additional
counterparty risk due to inability of its counterparties to meet the terms
of their contracts. For the period ending September 30, 2010, the Fund had
invested only in corn commodity futures contracts.
Futures
Contracts
The Fund
is subject to commodity price risk in the normal course of pursuing its
investment objectives. A futures contract represents a commitment for the future
purchase or sale of an asset at a specified price on a specified
date.
The
purchase and sale of futures contracts requires margin deposits with a Futures
Commission Merchant (“FCM”). Subsequent payments (variation margin) are
made or received by the Fund each day, depending on the daily fluctuations in
the value of the contract, and are recorded as unrealized gains or losses by the
Fund. Futures contracts may reduce the Fund’s exposure to counterparty
risk since futures contracts are exchange-traded; and the exchange’s
clearinghouse, as the counterparty to all exchange-traded futures, guarantees
the futures against default.
27
The
Commodity Exchange Act requires an FCM to segregate all customer transactions
and assets from the FCM's proprietary activities. A customer's cash and
other equity deposited with an FCM are considered commingled with all other
customer funds subject to the FCM’s segregation requirements. In the event
of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of
segregated customer funds available. It is possible that the recovery
amount could be less than the total of cash and other equity
deposited.
The
following tables identify the fair value amounts of derivative instruments
included in the condensed statement of assets and liabilities as derivative
contracts, categorized by primary underlying risk, at September 30, 2010.
Balances are presented on a gross basis, prior to the application of the impact
of counterparty and collateral netting. Total derivative assets and
liabilities are adjusted on an aggregate basis to take into consideration the
effects of master netting arrangements and have been reduced by the application
of cash collateral receivables and payables with its counterparties. The
following tables also identify the net gain and loss amounts included in the
condensed statement of operations as net gain (loss) from derivative contracts,
categorized by primary underlying risk, for the period ended September 30,
2010.
At
September 30, 2010, the fair value of derivative instruments is as
follows:
Primary Underlying Risk
|
Asset Derivatives
|
Liability Derivatives
|
Net Derivatives
|
|||||||||
Commodity
Price
|
||||||||||||
Futures
Contracts
|
$
|
1,045,773
|
$
|
(30,944
|
)
|
$
|
1,014,829
|
The
following is a summary of realized and unrealized gains and losses of the
derivative instruments utilized by the Fund, for the three-month period
endedSeptember 30, 2010:
|
Realized Gain on
|
Net Change in Unrealized Gain
|
||||||
Primary Underlying Risk
|
Derivative Instruments
|
on Derivative Instruments
|
||||||
Commodity
Price
|
||||||||
Futures
Contracts
|
$
|
1,289,305
|
$
|
810,334
|
The
following is a summary of realized and unrealized gains and losses of the
derivative instruments utilized by the Fund, from commencement of operations
(June 9, 2010) toSeptember 30, 2010:
|
Realized Gain on
|
Net Change in Unrealized Gain
|
||||||
Primary Underlying Risk
|
Derivative Instruments
|
on Derivative Instruments
|
||||||
Commodity
Price
|
||||||||
Futures
Contracts
|
$
|
1,290,285
|
$
|
1,014,829
|
Volume
of Derivative Activities
At
September 30, 2010, the notional amounts and number of contracts, categorized by
primary underlying risk, are as follows:
28
Long
Exposure
|
||||||||
Primary
Underlying Risk
|
Notional
amounts
|
Number
of
contracts
|
||||||
Commodity
price
|
||||||||
Future
Contracts
|
$ | 16,228,450 | 649 | |||||
Note 5 - Financial
Highlights
The
following table presents per unit performance data and other supplemental
financial data for the period June 9, 2010 (commencement of operations) to
September 30, 2010. This information has been derived from information presented
in the condensed financial statements.
Per
Share Operation Performance
|
||||
Net
asset value at beginning of period
|
$ | 25.00 | ||
Income
from investment operations:
|
||||
Investment
income
|
0.02 | |||
Net
realized and unrealized gain on commodity futures
contracts
|
8.06 | |||
Total
expenses
|
(0.59 | ) | ||
Net
increase in net asset value
|
7.49 | |||
Net
asset value end of period
|
$ | 32.49 | ||
Total
Return
|
29.96 | % | ||
Ratios
to Average Net Assets (Annualized)
|
||||
Total
expense
|
6.47 | % |
Total
returns are calculated based on the change in value during the period. An
individual shareholder’s total return and ratio may vary from the above total
returns and ratios based on the timing of contributions to and withdrawals from
the Fund. The ratios, excluding non-recurring expenses, have been
annualized.
Note
6 – Recent Accounting Pronouncements
In
January 2010, the Financial Accounting Standards Board issued Accounting
Standards Update (“ASU”) No. 2010-06 “Improving Disclosures about Fair
Value Measurements.” ASU No. 2010-06 clarifies existing disclosure
and requires additional disclosures regarding fair value
measurements. Effective for fiscal years beginning after December 15,
2010, and for interim periods within those fiscal years, entities will need to
disclose information about purchases, sales, issuances and settlements of
Level 3 securities on a gross basis, rather than as a net number
as currently required. The Sponsor is currently evaluating the impact ASU
No. 2010-06 will have on the Fund’s financial
statement disclosures.
Note
7 - Organizational and Offering Costs
Expenses
incurred in organizing of the Trust and the initial offering of the shares of
the Fund, including applicable SEC registration fees will be borne directly by
the Sponsor. The Fund will not be obligated to reimburse the
Sponsor.
Note
8 – Subsequent Events
From
October 1, 2010 through November 11, 2010, the Sponsor has had two creation
baskets totaling a net addition to the Fund of 200,000 shares.
29
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
|
This
information should be read in conjunction with the financial statements and
notes included in Item 1 of Part I of this Quarterly Report (the “Report”).
The discussion and analysis which follows may contain trend analysis and other
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934 which reflect our current views with respect to
future events and financial results. Words such as “anticipate,” “expect,”
“intend,” “plan,” “believe,” “seek,” “outlook” and “estimate,” as well as
similar words and phrases, signify forward-looking statements. Teucrium
Commodity Trust’s (the “Trust’s”) forward-looking statements are not guarantees
of future results and conditions and important factors, risks and uncertainties
may cause our actual results to differ materially from those expressed in our
forward-looking statements.
You
should not place undue reliance on any forward-looking statements. Except as
expressly required by the Federal securities laws, Teucrium Trading LLC (the
“Sponsor”), undertakes no obligation to publicly update or revise any
forward-looking statements or the risks, uncertainties or other factors
described in this Report, as a result of new information, future events or
changed circumstances or for any other reason after the date of this
Report.
Overview/Introduction
During
the period from June 9, 2010 (commencement of investment operations) to
September 30, 2010, the Teucrium Corn Fund (the “Fund”) invested with a view to
tracking the daily changes in percentage terms of the Shares’ NAV reflected in
the daily changes in percentage terms of a weighted average of the closing
settlement prices for three futures contracts for corn (“Corn Futures
Contracts”) that are traded on the Chicago Board of Trade (“CBOT”), specifically
(1) the second-to-expire CBOT Corn Futures Contract, weighted 35%, (2) the
third-to-expire CBOT Corn Futures Contract, weighted 30%, and (3) the CBOT Corn
Futures Contract expiring in the December following the expiration month of the
third-to-expire contract, weighted 35%, less the Fund’s expenses. (This
weighted average of the three referenced Corn Futures Contracts is referred to
herein as the “Benchmark,” and the three Corn Futures Contracts that at any
given time make up the Benchmark are referred to herein as the “Benchmark
Component Futures Contracts.”) The Fund pursues its investment objective by
investing in a portfolio of exchange traded futures contracts that expire in a
specific month and trade on a specific exchange in the commodities comprising
the Benchmark. The Fund also holds United States Treasury Obligations and other
high credit quality short-term fixed income securities for deposit with the
Fund’s commodity broker as margin.
The
notional amount of each Benchmark Component Futures Contracts included in the
Benchmark is intended to reflect the changes in market value of each such
Benchmark Component Futures Contracts within the Benchmark. The closing level of
the Benchmark is calculated on each business day by the Bank of New York Mellon
(the “Administrator”) based on the closing price of the futures contracts for
each of the underlying Benchmark Component Futures Contracts and the notional
amounts of such Benchmark Component Futures Contracts.
The
Benchmark is rebalanced periodically to ensure that each of the Benchmark
Component Futures Contracts is weighted in the same proportion that such
Benchmark Component Futures Contracts were weighted on June 9, 2010. The
following table reflects the September 30, 2010 Benchmark Component Futures
Contracts weights:
30
Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
||||||
CBOT
Corn Futures
|
||||||||
(224
contracts, settlement date Mar.14, 2011)
|
$
|
5,692,400
|
35
|
%
|
||||
CBOT
Corn Futures
|
||||||||
(189
contracts, settlement date May 17, 2011)
|
4,857,300
|
30
|
%
|
|||||
CBOT
Corn Futures
|
||||||||
(236
contracts, settlement date Dec.14, 2011)
|
5,678,750
|
35
|
%
|
|||||
Total
at September 30, 2010
|
$
|
16,228,450
|
100
|
%
|
The price
relationship between the near month Corn Futures Contract to expire and the
Benchmark Component Futures Contracts will vary and may impact both the Fund’s
total return over time and the degree to which such total return tracks the
total return of corn price indices. In cases in which the near month
contract’s price is lower than later-expiring contracts’ prices (a situation
known as “contango” in the futures markets), then absent the impact of the
overall movement in corn prices the value of the Benchmark Component Futures
Contracts would tend to decline as they approach expiration. In cases in
which the near month contract’s price is higher than later-expiring contracts’
prices (a situation known as “backwardation” in the futures markets), then
absent the impact of the overall movement in corn prices the value of the
Benchmark Component Futures Contracts would tend to rise as they approach
expiration.
The
Fund’s total portfolio composition is disclosed each business day that the NYSE
Arca is open for trading on the Fund’s website at www.teucriumcornfund.com.
The website disclosure of portfolio holdings is made daily and includes, as
applicable, the name and value of each Corn Futures Contract and Cleared Corn
Swap (like Corn Futures Contracts, Cleared Corn Swaps are standardized as to
certain material economic terms, including that each such swap be for a quantity
of 5,000 bushels, which permits less flexibility in their structuring than with
over-the-counter Corn Interests. The two parties to a Cleared Corn Swap agree on
the specific fixed price component and the calendar month of expiration, and
agree to submit the Cleared Corn Swap to the clearing organization. The clearing
organization assumes the credit risk relating to the transaction, which
effectively eliminates the creditworthiness of the counterparty as a risk.
Unlike Corn Futures Contracts, Cleared Corn Swaps call for settlement in cash,
and do not permit settlement by delivery or receipt of physical corn), the
specific types of Other Corn Interests (in addition to futures contracts,
options on futures contracts and cleared swaps, derivative contracts that are
tied to various commodities, including corn, Other Corn Interests are entered
into outside of public exchanges. These “over-the-counter” contracts are
entered into between two parties in private contracts. Unlike Corn Futures
Contracts and Cleared Corn Swaps, which are guaranteed by a clearing
organization, each party to an over-the-counter derivative 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) and
characteristics of such Other Corn Interests, the name and value of each
Treasury security and cash equivalent, and the amount of cash held in the Fund’s
portfolio. The Fund’s website is publicly accessible at no
charge.
Consistent
with achieving the Fund’s investment objective of closely tracking the
Benchmark, the Sponsor may for certain reasons cause the Fund to enter into or
hold Corn Futures Contracts other than the Benchmark Component Futures
Contracts, Cleared Corn Swaps and/or Other Corn Interests. For example,
certain Cleared Corn Swaps have standardized terms similar to, and are priced by
reference to, a corresponding Benchmark Component Futures Contract.
Additionally, Other Corn Interests that do not have standardized terms and are
not exchange-traded, referred to as “over-the-counter” Corn Interests, can
generally be structured as the parties to the Corn Interest contract
desire. Therefore, the Fund might enter into multiple Cleared Corn Swaps
and/or over-the-counter Corn Interests intended to exactly replicate the
performance of each of the three Benchmark Component Futures Contracts, or a
single over-the-counter Corn Interest designed to replicate the performance of
the Benchmark as a whole. Assuming that there is no default by a
counterparty to an over-the-counter Corn Interest, the performance of the Corn
Interest will necessarily correlate exactly with the performance of the
Benchmark or the applicable Benchmark Component Futures Contract. The
Fund’s might also enter into or hold Corn Interests other than Benchmark
Component Futures Contracts to facilitate effective trading, consistent with the
discussion of the Fund’s “roll” strategy. In addition, the Fund might
enter into or hold Corn Interests that would be expected to alleviate
overall deviation between the Fund’s performance and that of the Benchmark that
may result from certain market and trading inefficiencies or other
reasons. By utilizing certain or all of the investments described above,
the Sponsor will endeavor to cause the Fund’s performance, before taking Fund
expenses and any interest income from the cash, cash equivalents and U.S.
Treasury securities held by the Fund into account, to closely track that of the
Benchmark.
31
The
Benchmark Component Futures Contracts reflect the price of corn for future
delivery, not the current spot price of corn, so at best the correlation between
changes in such Corn Futures Contracts and the spot price of corn will be only
approximate. Weak correlation between the Benchmark and the spot price of
corn may result from the typical seasonal fluctuations in corn prices discussed
above. Imperfect correlation may also result from speculation in Corn
Interests, technical factors in the trading of Corn Futures Contracts, and
expected inflation in the economy as a whole. If there is a weak
correlation between the Benchmark and the spot price of corn, then the price of
Shares may not accurately track the spot price of corn and you may not be able
to effectively use the Fund as a way to hedge the risk of losses in your
corn-related transactions or as a way to indirectly invest in corn.
The
Sponsor
The
Sponsor of the Trust is Teucrium Trading, LLC, a Delaware limited liability
company. The principal office of the Sponsor and the Trust are located at
232 Hidden Lake Road, Building A, Brattleboro, Vermont 05301. The Sponsor
registered as a Commodity Pool Operator (“CPO”) with the CFTC and became a
member of the NFA on November 10, 2009.
The
Sponsor established the Trust and the Fund and registered the Shares of the
Fund. Aside from this activity and obtaining capital from a small number of
outside investors in order to engage in this activity, the Sponsor did not
engage in any business activity prior to the commencement of the Fund’s
operations on June 9, 2010. Under the Trust Agreement, the Sponsor is solely
responsible for the management and conducts or directs the conduct of the
business of the Trust, the Fund, and any other series of the Trust that may from
time to time be established and designated by the Sponsor. The Sponsor is
required to oversee the purchase and sale of Shares by Authorized Purchasers and
to manage the Fund’s investments, including to evaluate the credit risk of
futures commission merchants and swap counterparties and to review daily
positions and margin/collateral requirements. The Sponsor has the power to enter
into agreements as may be necessary or appropriate for the offer and sale of the
Fund’s Shares and the conduct of the Trust’s activities. Accordingly, the
Sponsor is responsible for selecting the Trustee, Administrator, Marketing
Agent, the independent registered public accounting firm of the Trust, and any
legal counsel employed by the Trust. The Sponsor is also responsible for
preparing and filing periodic reports on behalf of the Trust with the SEC and
will provide any required certification for such reports. No person other than
the Sponsor and its principals was involved in the organization of the Trust or
the Fund.
Performance
Summary
This
report covers the period from June 9, 2010 to September 30, 2010. The Fund
commenced trading on the NYSE Arca on June 9, 2010. The Fund was in operation
for 113 days from the commencement of operationsto the period ended September
30, 2010.
Performance
of the Fund and the exchange traded Shares are detailed below in “Results of
Operations”. Past performance of the Fund is not necessarily indicative of
future performance.
32
Per
Share Operation Performance
|
||||
Net
asset value (“NAV”) at beginning of period
|
$ | 25.00 | ||
Income
from investment operations:
|
||||
Investment
income (loss)
|
0.02 | |||
Net
realized and unrealized gain on commodity futures
contracts
|
8.06 | |||
Total
expenses
|
(0.59 | ) | ||
Net
increase in net asset value
|
7.49 | |||
Net
asset value end of period
|
$ | 32.49 | ||
Total
Return
|
29.96 | % | ||
Ratios
to Average Net Assets (Annualized)
|
||||
Total
expense
|
6.47 | % |
Calculating
NAV
The
Fund’s NAV is calculated by:
|
·
|
Taking the current market value
of its total assets, and
|
|
·
|
Subtracting any
liabilities.
|
The
Administrator calculates the NAV of the Fund once each trading day. It
calculates NAV as of the earlier of the close of the New York Stock Exchange or
4:00 p.m. New York time. The NAV for a particular trading day will be
released after 4:15 p.m. New York time.
In
determining the value of Corn Futures Contracts, the Administrator uses the CBOT
closing price (typically 2:15 p.m. New York time). The Administrator
determines the value of all other Fund investments as of the earlier of the
close of the New York Stock Exchange or 4:00 p.m. New York time, in accordance
with the current Services Agreement between the Administrator and the
Trust. The value of Cleared Corn Swaps and over-the-counter Corn Interests
will be determined based on the value of the commodity or Futures Contract
underlying such Corn Interest, except that a fair value may be determined if the
Sponsor believes that the Fund is subject to significant credit risk relating to
the counterparty to such Corn Interest. Treasury Securities held by the
Fund are valued by the Administrator using values received from recognized
third-party vendors (such as Reuters) and dealer quotes. NAV includes any
unrealized profit or loss on open Corn Interests and any other credit or debit
accruing to the Fund but unpaid or not received by the Fund.
In
addition, in order to provide updated information relating to the Fund for use
by investors and market professionals, NYSE Arca calculates and disseminate
throughout the trading day an updated “indicative fund value.” The
indicative fund value is calculated by using the prior day’s closing NAV per
share of the Fund as a base and updating that value throughout the trading day
to reflect changes in the value of the Fund’s Corn Interests during the trading
day. Changes in the value of Treasury Securities and cash equivalents will
not be included in the calculation of indicative value. For this and other
reasons, the indicative fund value disseminated during NYSE Arca trading hours
should not be viewed as an actual real time update of the NAV. NAV is
calculated only once at the end of each trading day.
The
indicative fund value is disseminated on a per Share basis every 15 seconds
during regular NYSE Arca trading hours of 9:30 a.m. New York time to 4:00
p.m.New York time. The normal trading hours
for Corn Futures Contracts on the CBOT are 10:30 a.m. New York time to 2:15
p.m.New York time. This means that there is a gap in time at the beginning
and the end of each day during which the Fund’s Shares are traded on the NYSE
Arca, but real-time CBOT trading prices for Corn Futures Contracts traded on
such Exchange are not available. As a result, during those gaps there will
be no update to the indicative fund value.
33
The NYSE
Arca disseminates the indicative fund value through the facilities of CTA/CQ
High Speed Lines. In addition, the indicative fund value is published on
the NYSE Arca’s website and is 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 Fund Shares on the NYSE
Arca. Investors and market professionals are able throughout the trading
day to compare the market price of the Fund and the indicative fund value.
If the market price of Fund Shares diverges significantly from the indicative
fund value, market professionals will have an incentive to execute arbitrage
trades. For example, if the Fund appears to be trading at a discount
compared to the indicative fund value, a market professional could buy Fund
Shares on the NYSE Arca, aggregate them into Redemption Baskets, and receive the
NAV of such Shares by redeeming them to the Trust. Such arbitrage trades
can tighten the tracking between the market price of the Fund and the indicative
fund value and thus can be beneficial to all market participants.
Critical
Accounting Policies
The
Trust’s critical accounting policies are as follows:
Preparation
of the financial statements and related disclosures in conformity with U.S.
generally accepted accounting principles requires the application of appropriate
accounting rules and guidance, as well as the use of estimates, and requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, revenue and expense and related disclosure of contingent
assets and liabilities during the reporting period of the consolidated financial
statements and accompanying notes. The Trust’s application of these policies
involves judgments and actual results may differ from the estimates
used.
The Fund
holds a significant portion of its assets in futures contracts and United States
Treasury Obligations, both of which are recorded on a trade date basis and at
fair value in the consolidated financial statements, with changes in fair value
reported in the consolidated statement of income and expenses.
The use
of fair value to measure financial instruments, with related unrealized gains or
losses recognized in earnings in each period is fundamental to the Trust’s
financial statements. The fair value of a financial instrument is the amount
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date (the
exit price).
In
determining fair value of United States Treasury Obligations and commodity
futures contracts, the Fund uses unadjusted quoted market prices in active
markets. GAAP fair value measurement and disclosure guidance requires a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value. The objective of a fair value measurement is to determine
the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date (an exit price). The hierarchy gives the highest
priority to unadjusted quoted prices for identical assets or liabilities (Level
1 measurements) and the lowest priority to unobservable inputs (Level 3
measurements). Assets and liabilities are classified in their entirety
based on the lowest level of input that is significant to the fair value
measurement. See Note 3 within the financial statements in Item 1 for
further information.
Unrealized
gains or losses on open contracts are reflected in the statement of financial
condition and in the difference between the original contract amount and the
market value (as determined by exchange settlement prices for futures contracts
and related options and cash dealer prices at a predetermined time for forward
contracts, physical commodities, and their related options) as of the last
business day of the year or as of the last date of the financial statements.
Changes in the unrealized gains or losses between periods are reflected in the
statement of operations. The Fund earns interest on its assets
denominated in U.S. dollars on deposit with the futures commission
merchant at 85% of the overnight of Federal Funds Rate. In addition, the
Fund earns interest on funds held at the custodian at prevailing market rates
earned on such investments.
34
Credit
Risk
When the
Fund enters into futures contracts, the Fund will be exposed to credit risk that
the counterparty to the contract will not meet its obligations. The counterparty
for futures contracts traded on United States and on most foreign futures
exchanges is the clearing house associated with the particular exchange. In
general, clearing houses are backed by their corporate members who may be
required to share in the financial burden resulting from the nonperformance
by one of their members and, as such, should significantly reduce this credit
risk. In cases where the clearing house is not backed by the clearing members
(i.e., some foreign
exchanges), it may be backed by a consortium of banks or other financial
institutions. There can be no assurance that any counterparty, clearing member
or clearinghouse will meet its obligations to the Fund.
Newedge
USA, LLC (the “Commodity Broker”), when acting as the Fund’s futures commission
merchant in accepting orders for the purchase or sale of domestic futures
contracts, is required by CFTC regulations to separately account for as
belonging to the Fund all assets of the Fund relating to domestic futures
trading and the Commodity Broker is not allowed to commingle such assets with
other assets of the Commodity Broker, although the Commodity Broker is allowed
to commingle the assets of multiple customers in a bulk, segregated account. In
addition, CFTC regulations also require the Commodity Broker to hold in a secure
account assets of the Fund related to foreign futures trading.
Liquidity
All of
the Fund’s source of capital is derived from the Fund through the Fund’s
offering of Shares to Authorized Participants. Authorized Participants may then
subsequently redeem such Shares. The Fund in turn allocates its net assets to
commodities trading. A significant portion of the net asset value is held in
United States Treasury Obligations and cash, which is used as margin for the
Fund’s trading in commodities. The percentage that United States Treasury
Obligations bear to the total net assets will vary from period to period as the
market values of the Fund’s commodity interests change. The balance of the
net assets is held in the Fund’s commodity trading account. Interest earned on
the Fund’s interest-bearing funds is paid to the Fund.
The
investments of the Fund in Corn Interests will be subject to periods of
illiquidity because of market conditions, regulatory considerations and other
reasons. For example, the CBOT limits the fluctuations in Corn 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 Corn 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 the
Fund from promptly liquidating a position in Corn Futures
Contracts.
Market
Risk
Trading
in Corn Interests such as Corn Futures Contracts will involve the Fund entering
into contractual commitments to purchase or sell specific amounts of corn 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 the Fund since
the Fund intends to
close out any open positions prior to the contractual expiration date. As
a result, the Fund’s market risk is the risk of loss arising from the decline in
value of the contracts, not from the need to make delivery under the
contracts. The Fund considers the “fair value” of derivative instruments
to be the unrealized gain or loss on the contracts. The market risk
associated with the commitment by the Fund to purchase a specific commodity will
be limited to the aggregate face amount of the contacts held.
35
The
exposure of the Fund to market risk will depend on a number of factors including
the markets for corn, the volatility of interest rates and foreign exchange
rates, the liquidity of the Corn Interest markets and the relationships among
the contracts held by the Fund. The lack of experience of the Sponsor in
utilizing its model to trade in Corn Interests in a manner that tracks changes
in the Benchmark, as
well as drastic market events, could ultimately lead to the loss of all or
substantially all of a shareholder’s investment.
Off Balance
Sheet Financing
As of
September 30, 2010, neither the Trust nor the Fund has 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 the Fund. While
the Fund’s exposure under these indemnification provisions cannot be estimated,
they are not expected to have a material impact on the Fund’s financial
positions.
Redemption Basket
Obligation
Other
than as necessary to meet the investment objective of the Fund and pay its
contractual obligations described below, the Fund will require liquidity to
redeem Redemption Baskets. The Fund intends to satisfy this obligation
through the transfer of cash of the Fund (generated, if necessary, through the
sale of Treasury Securities) in an amount proportionate to the number of units
being redeemed.
Contractual
Obligations
The
Fund’s primary contractual obligations will be with the Sponsor and certain
other service providers. The Sponsor, in return for its services, will be
entitled to a management fee calculated as a fixed percentage of the Fund’s NAV,
currently 1.00% of its average net assets. The Fund will also be
responsible for all ongoing fees, costs and expenses of its operation, including
(i) brokerage and other fees and commissions incurred in connection with the
trading activities of the Fund; (ii) expenses incurred in connection with
registering additional Shares of the Fund or offering Shares of the Fund; (iii)
the routine expenses associated with the preparation and, if required, the
printing and mailing of monthly, quarterly, annual and other reports required by
applicable U.S. federal and state regulatory authorities, Trust meetings and
preparing, printing and mailing proxy statements to Shareholders; (iv) the
payment of any distributions related to redemption of Shares; (v) payment for
routine services of the Trustee, legal counsel and independent accountants; (vi)
payment for routine accounting, bookkeeping, custody and transfer agency
services, whether performed by an outside service provider or by affiliates of
the Sponsor; (vii) postage and insurance; (viii) costs and expenses associated
with client relations and services; (ix) costs of preparation of all federal,
state, local and foreign tax returns and any taxes payable on the income, assets
or operations of the Fund; and (xi) extraordinary expenses (including, but not
limited to, legal claims and liabilities and litigation costs and any
indemnification related thereto).
While the
Sponsor has agreed to pay registration fees to the SEC, FINRA and any other
regulatory agency in connection with the offer and sale of the Shares offered
through this prospectus, the legal, printing, accounting and other expenses
associated with such registrations, and the initial fee of $5,000 for listing
the Shares on the NYSE Arca, the Fund will be responsible for any registration
fees and related expenses incurred in connection with any future offer and sale
of Shares of the Fund in excess of those offered through its
prospectus.
36
Each Fund
pays its own brokerage and other transaction costs. The Fund will pay fees
to futures commission merchants in connection with its transactions in futures
contracts. Futures commission merchant fees are estimated to be 0.06%
annually for the Fund. In general, transaction costs on over-the-counter
Corn 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. Other expenses to be paid by the
Fund, including but not limited to the fees paid to the Custodian and Marketing
Agent with respect to the Fund, are estimated to be 0.34% once the Fund’s assets
reach $100 million. The Sponsor may, in its discretion, pay or
reimburse the Fund for, or waive a portion of its management fee to offset,
expenses that would otherwise be borne by the Fund.
Any
general expenses of the Trust will be allocated among the Fund and any other
series of the Trust as determined by the Sponsor in its sole and absolute
discretion. The Trust is also responsible for extraordinary expenses,
including, but not limited to, legal claims and liabilities and litigation costs
and any indemnification related thereto. The Trust and/or the Sponsor may
be required to indemnify the Trustee, Marketing Agent or Administrator under
certain circumstances.
The
parties cannot anticipate the amount of payments that will be required under
these arrangements for future periods as the Fund’s NAV and trading levels to
meet their 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
the Fund’s existence. The parties may terminate these agreements earlier
for certain reasons listed in the agreements.
Corn
Outlook
According
to the latest USDA Farm Report, corn production for the 2010/2011 harvest season
is forecast at 12,664 million bushels, which is down 496 million from the last
estimate, but still the largest crop on record. The national average
yield is forecast at 155.8 bushels per acre, which is down 6.7
bushels. The United States corn ending stocks are expected to decline
to 902 million bushels, down 214 million bushels. At this level, the
2010/2011 carryout would be the lowest since 2003/2004. Stocks as a
percentage of total use would be the lowest since 1995/1996. The
total acres planted for the 2010/2011 harvest season is 88.2 million, which is
up from 86.5 million in 2009/2010.
Benchmark
Performance
The Fund
is new and has limited operating history. Investing in Corn Interests subjects
the Fund to the risks of the corn market, and this could result in substantial
fluctuations in the price of the Fund’s Shares. Unlike mutual funds, the Fund
generally will not distribute dividends to Shareholders. Investors may choose to
use the Fund as a means of investing indirectly in corn, and there are risks
involved in such investments. The Sponsor has never operated a commodity pool.
Investors may choose to use the Fund as a vehicle to hedge against the risk of
loss and there are risks involved in hedging activities.
During
the period from July 1, 2010 through September 30, 2010, the average daily
change in the Fund’s NAV was within plus/minus 10 percent of the average daily
change in the Fund’s Benchmark, as stated in the prospectus.
37
Frequency
Distribution of Premiums and Discounts
The
performance data above represents past performance. Past performance is not a
guarantee of future results. Investment return and value of the Fund shares will
fluctuate so that an investor's shares, when sold, may be worth more or less
than their original cost. Performance may be lower or higher than performance
data quoted.
Description
The above
frequency distribution chart presents information about the difference between
the daily market price for shares of the Fund and the Fund's reported net asset
value. The amount that the fund's market price is above the reported NAV is
called the premium. The amount that the fund's market price is below the
reported NAV is called the discount. The market price is determined using the
midpoint between the highest bid and the lowest offer on the listing exchange,
as of the time that the Fund's NAV is calculated (usually 4:00 pm Eastern time).
The horizontal axis of the chart shows the premium or discount expressed in
basis points. The vertical axis indicates the number of trading days in the
period covered by the chart. Each bar in the chart shows the number of trading
days in which the Fund traded within the premium/discount range
indicated.
*A unit
that is equal to 1/100th of 1% and is used to denote the change in a financial
instrument.
NEITHER THE PAST PERFORMANCE OF THE
FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE
TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
38
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable to Smaller Reporting Companies
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under the
supervision and with the participation of the management of the Sponsor,
including Sal Gilbertie, its Principal Executive Officer, and Dale Riker, its
Principal Financial Officer, the Trust carried out an evaluation of the
effectiveness of the design and operation of its disclosure controls and
procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) as of the end of the period
covered by this quarterly report, and, based upon that evaluation, Sal
Gilbertie, the Principal Executive Officer, and Dale Riker, the Principal
Financial Officer of the Sponsor, concluded that the Trust’s disclosure controls
and procedures were effective to ensure that information the Trust is required
to disclose in the reports that it files or submits with the Securities and
Exchange Commission (the “SEC”) under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms, and to ensure that information required to be disclosed by the Trust
in the reports that it files or submits under the Exchange Act is accumulated
and communicated to management of the Sponsor, including its principal Executive
Officer and Principal Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.
Changes
in Internal Control Over Financial Reporting
There has
been no change in internal control over financial reporting (as defined in the
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the
Trust’s last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Trust’s internal control over financial
reporting.
Legal
Proceedings.
|
None.
Item 1A.
Risk Factors.
Not
applicable to Smaller Reporting Companies.
Unregistered Sales of Equity
Securities and Use of
Proceeds.
|
|
(a)
|
On
July 31, 2010, the Sponsor made a $100 capital contribution to the
Teucrium WTI Crude Oil Fund, a separate series of the Trust, and will
receive two shares of such fund in exchange for that contribution prior to
the fund's commencement of operations. Also on such date, the
Sponsor made a $100 capital contribution to the Teucrium Natural Gas Fund,
another series of the Trust, and will receive four shares of such fund in
exchange for that contribution prior to the fund's commencement of
operations. Such shares were sold in private offerings exempt
from registration under Section 4(2) of the Securities Act of 1933, as
amended.
|
39
|
(b)
|
The
registration statement on Form S-1 registering 30,000,000 common units, or
“Shares,” of the Fund (File No. 333-162033) was declared effective on June
7, 2009. From the commencement of the offering through September 30,
2010, 900,000 Shares of the Fund were sold at an aggregate offering price
of $19,462,253. The Fund paid fees to ALPS Distributors, Inc.
for its services as Marketing Agent to the Fund through October 14, 2010,
the date of its termination as Marketing Agent, in an amount equal to
$12,500, resulting in net offering proceeds of $4,987,500. (On
October 15, 2010, the Teucrium Commodity Trust changed the Distribution
and Marketing Agent from ALPS Distributors, INC. to Foreside Fund
Services, LLC for the Teucrium Corn Fund.)The offering proceeds were
invested in corn futures contracts and cash and cash equivalents in
accordance with the Fund’s investment objective stated in the
prospectus.
|
|
(c)
|
The
following chart shows the number of Shares redeemed by Authorized
Participants for each month during the quarter ended September 30,
2010:
|
Issuer
Purchases of Fund Shares
Period
|
Total number of Shares
purchased by Fund
|
Average price paid per Share
|
||||||
July
1, 2010 to July 31, 2010
|
100,000 | $ | 26.08 | |||||
August
1, 2010 to August 31, 2010
|
100,000 | $ | 27.56 | |||||
September
1, 2010 to September 30, 2010
|
0 | 0 |
Defaults Upon Senior
Securities.
|
None.
Reserved.
|
Other
Information.
|
None.
Exhibits.
|
||
Certification
of Principal Executive Officer required under Exchange Act Rules 13a-14
and 15d-14 (filed herewith)
|
||
31.2
|
Certification
of Principal Financial Officer required under Exchange Act Rules 13a-14
and 15d-14 (filed herewith)
|
|
32.1
|
Certification
of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(furnished herewith)
|
|
32.2
|
|
Certification
of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(furnished
herewith)
|
40
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Teucrium
Commodity Trust (Registrant)
|
||
By:
|
Teucrium
Trading LLC
|
|
its
Sponsor
|
||
By:
|
||
Name:
|
Sal
Gilbertie
|
|
Title:
|
Principal
Executive Office
|
|
By:
|
||
Name:
|
Dale
Riker
|
|
Title:
|
Principal
Financial
Officer
|
Date:
November 11, 2010
41