Teucrium Commodity Trust - Quarter Report: 2011 September (Form 10-Q)
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, 2011.
|
OR
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .
|
Commission File Number: 001-34765
Teucrium Commodity Trust
(Exact name of registrant as specified in its charter)
Delaware
|
61-1604335
|
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
|
incorporation or organization)
|
Identification No.)
|
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 ¨ 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).
x 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
Table of Contents
Page
|
||
Part I. FINANCIAL INFORMATION
|
||
Item 1. Financial Statements.
|
3
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
94
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
|
109
|
|
Item 4. Controls and Procedures.
|
109
|
|
Part II. OTHER INFORMATION
|
||
Item 1. Legal Proceedings.
|
109
|
|
Item 1A. Risk Factors.
|
109
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
|
109
|
|
Item 3. Defaults Upon Senior Securities.
|
111
|
|
Item 4. Reserved.
|
111
|
|
Item 5. Other Information.
|
111
|
|
Item 6. Exhibits.
|
|
111
|
2
Item 1. Financial Statements.
Index to Financial Statements
Documents
|
Page
|
|
TEUCRIUM COMMODITY TRUST
|
5
|
|
Statements of Assets and Liabilities at September 30, 2011 (Unaudited) and December 31, 2010
|
5
|
|
Schedule of Investments (Unaudited) at September 30, 2011
|
6
|
|
Statements of Operations (Unaudited) for the three and nine months ended September 30, 2011, for the three months ended September 30, 2010 and from commencement of operations (June 9, 2010) through September 30, 2010
|
7
|
|
Statement of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2011 and from commencement of operations (June 9, 2010) through September 30, 2010
|
8
|
|
Statement of Cash Flows (Unaudited) for the nine months ended September 30, 2011 and from commencement of operations (June 9, 2010) through September 30, 2010
|
9
|
|
Notes to Financial Statements
|
10
|
|
TEUCRIUM CORN FUND
|
18
|
|
Statements of Assets and Liabilities at September 30, 2011 (Unaudited) and December 31, 2010
|
18
|
|
Schedule of Investments (Unaudited) at September 30, 2011
|
19
|
|
Statements of Operations (Unaudited) ) for the three and nine months ended September 30, 2011, for the three months ended September 30, 2010 and from commencement of operations (June 9, 2010) through September 30, 2010
|
20
|
|
Statement of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2011 and from commencement of operations (June 9, 2010) through September 30, 2010
|
21
|
|
Statement of Cash Flows (Unaudited) for the nine months ended September 30, 2011 and from commencement of operations (June 9, 2010) through September 30, 2010
|
22
|
|
Notes to Financial Statements
|
23
|
|
TEUCRIUM NATURAL GAS FUND
|
31
|
|
Statements of Assets and Liabilities at September 30, 2011 (Unaudited) and December 31, 2010
|
31
|
|
Schedule of Investments (Unaudited) at September 30, 2011
|
32
|
|
Statements of Operations (Unaudited) for the three months ending September 30, 2011 and from commencement of operations (February 1, 2011) through September 30, 2011
|
33
|
|
Statement of Changes in Net Assets (Unaudited) from commencement of operations (February 1, 2011) through September 30, 2011
|
34
|
|
Statement of Cash Flows (Unaudited) from commencement of operations (February 1, 2011) through September 30, 2011
|
35
|
|
Notes to Financial Statements
|
36
|
3
TEUCRIUM WTI CRUDE OIL FUND
|
43
|
|
Statements of Assets and Liabilities at September 30, 2011 (Unaudited) and December 31, 2010
|
43
|
|
Schedule of Investments (Unaudited) at September 30, 2011
|
44
|
|
Statements of Operations (Unaudited) for the three months ending September 30, 2011 and from commencement of operations (February 23, 2011) through September 30, 2011
|
45
|
|
Statement of Changes in Net Assets (Unaudited) from commencement of operations (February 23, 2011) through September 30, 2011
|
46
|
|
Statement of Cash Flows (Unaudited) from commencement of operations (February 23, 2011) through September 30, 2011
|
47
|
|
Notes to Financial Statements
|
48
|
|
TEUCRIUM SOYBEAN FUND
|
55
|
|
Statements of Assets and Liabilities at September 30, 2011 (Unaudited) and December 31, 2010
|
55
|
|
Schedule of Investments (Unaudited) at September 30, 2011
|
56
|
|
Statements of Operations (Unaudited) from commencement of operations (September 19, 2011) through September 30, 2011
|
57
|
|
Statement of Changes in Net Assets (Unaudited) from commencement of operations (September 19, 2011) through September 30, 2011
|
58
|
|
Statement of Cash Flows (Unaudited) from commencement of operations (September 19, 2011) through September 30, 2011
|
59
|
|
Notes to Financial Statements
|
60
|
|
TEUCRIUM SUGAR FUND
|
67
|
|
Statements of Assets and Liabilities at September 30, 2011 (Unaudited) and December 31, 2010
|
67
|
|
Schedule of Investments (Unaudited) at September 30, 2011
|
68
|
|
Statements of Operations (Unaudited) from commencement of operations (September 19, 2011) through September 30, 2011
|
69
|
|
Statement of Changes in Net Assets (Unaudited) from commencement of operations (September 19, 2011) through September 30, 2011
|
70
|
|
Statement of Cash Flows (Unaudited) from commencement of operations (September 19, 2011) through September 30, 2011
|
71
|
|
Notes to Financial Statements
|
72
|
|
TEUCRIUM WHEAT FUND
|
79
|
|
Statements of Assets and Liabilities at September 30, 2011 (Unaudited) and December 31, 2010
|
79
|
|
Schedule of Investments (Unaudited) at September 30, 2011
|
80
|
|
Statements of Operations (Unaudited) from commencement of operations (September 19, 2011) through September 30, 2011
|
81
|
|
Statement of Changes in Net Assets (Unaudited) from commencement of operations (September 19, 2011) through September 30, 2011
|
82
|
|
Statement of Cash Flows (Unaudited) from commencement of operations (September 19, 2011) through September 30, 2011
|
83
|
|
Notes to Financial Statements
|
84
|
|
TEUCRIUM AGRICULTURAL FUND
|
90
|
|
Statement of Assets and Liabilities at September 30, 2011 (Unaudited)
|
90
|
|
Notes to Statement of Assets and Liabilities
|
91
|
4
STATEMENTS OF ASSETS AND LIABILITIES
|
September
30, 2011
|
December 31, 2010
|
||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Equity in BNY Mellon trading accounts:
|
||||||||
Cash and cash equivalents
|
$
|
113,964,717
|
$
|
39,311,038
|
||||
Commodity futures contracts
|
-
|
5,178,219
|
||||||
Collateral, due from broker
|
18,776,599
|
-
|
||||||
Interest receivable
|
830
|
5,246
|
||||||
Other assets
|
625,224
|
12,526
|
||||||
Total assets
|
133,367,370
|
44,507,029
|
||||||
Liabilities
|
||||||||
Commodity futures contracts
|
15,318,753
|
-
|
||||||
Collateral, due to broker
|
-
|
1,496,045
|
||||||
Management fee payable to Sponsor
|
102,457
|
34,328
|
||||||
Other liabilities
|
194,295
|
12,217
|
||||||
Total liabilities
|
15,615,505
|
1,542,590
|
||||||
Net assets
|
$
|
117,751,865
|
$
|
42,964,439
|
The accompanying notes are an integral part of these financial statements.
5
SCHEDULE OF INVESTMENTS
September 30, 2011
(Unaudited)
Fair
|
Percentage of
|
Notional
|
||||||||||
Description: Assets
|
Value
|
Net Assets
|
Amount
|
|||||||||
Cash equivalents
|
||||||||||||
United States Treasury obligations
|
||||||||||||
U.S. Treasury bills, 0.015%, due October 20, 2011
|
$
|
9,999,940
|
8.49
|
%
|
$
|
10,000,000
|
||||||
U.S. Treasury bills, 0.001%, due November 17, 2011
|
9,999,870
|
8.49
|
10,000,000
|
|||||||||
Total U.S. Treasury obligations
|
19,999,810
|
16.98
|
||||||||||
Money market funds
|
||||||||||||
Dreyfus Cash Management Plus
|
93,964,807
|
79.80
|
||||||||||
Total cash equivalents
|
$
|
113,964,617
|
96.78
|
%
|
Fair
|
Percentage of
|
Notional
|
||||||||||
Description: Liabilities
|
Value
|
Net Assets
|
Amount
|
|||||||||
Commodity futures contracts
|
||||||||||||
United States corn futures contracts
|
||||||||||||
CBOT corn futures (1,186 contracts, settlement date March 14, 2012)
|
$ | 5,542,419 | 4.71 | % | $ | 35,920,975 | ||||||
CBOT corn futures (1,005 contracts, settlement date May 14, 2012)
|
6,580,458 | 5.59 | 30,828,375 | |||||||||
CBOT corn futures (1,328 contracts, settlement date December 14, 2012)
|
1,295,724 | 1.10 | 37,565,800 | |||||||||
United States natural gas futures contracts
|
||||||||||||
NYMEX natural gas futures (11 contracts, settlement date February 27, 2012)
|
97,504 | 0.08 | 452,100 | |||||||||
NYMEX natural gas futures (11 contracts, settlement date March 28, 2012)
|
49,634 | 0.04 | 450,670 | |||||||||
NYMEX natural gas futures (11 contracts, settlement date September 26, 2012)
|
15,303 | 0.01 | 470,470 | |||||||||
NYMEX natural gas futures (10 contracts, settlement date October 29, 2012)
|
6,729 | 0.00 | 443,800 | |||||||||
United States WTI crude oil futures contracts
|
||||||||||||
WTI crude oil futures (21 contracts, settlement date November 18, 2011)
|
385,237 | 0.33 | 1,665,930 | |||||||||
WTI crude oil futures (18 contracts, settlement date May 22, 2012)
|
421,543 | 0.36 | 1,450,080 | |||||||||
WTI crude oil futures (20 contracts, settlement date November 16, 2012)
|
313,465 | 0.27 | 1,644,800 | |||||||||
United States soybean futures contracts
|
||||||||||||
CBOT soybean futures (13 contracts, settlement date January 13, 2012)
|
115,427 | 0.10 | 773,175 | |||||||||
CBOT soybean futures (11 contracts, settlement date March 14, 2012)
|
97,394 | 0.08 | 659,038 | |||||||||
CBOT soybean futures (13 contracts, settlement date November 14, 2012)
|
95,927 | 0.08 | 776,425 | |||||||||
United States sugar futures contracts
|
||||||||||||
ICE sugar futures (31 contracts, settlement date April 30, 2012)
|
25,044 | 0.02 | 854,112 | |||||||||
ICE sugar futures (27 contracts, settlement date June 29, 2012)
|
108 | 0.00 | 720,014 | |||||||||
ICE sugar futures (32 contracts, settlement date February 28, 2013)
|
21,598 | 0.02 | 833,997 | |||||||||
United States wheat futures contracts
|
||||||||||||
CBOT wheat futures (24 contracts, settlement date March 14, 2012)
|
96,396 | 0.08 | 775,800 | |||||||||
CBOT wheat futures (20 contracts, settlement date May 14, 2012)
|
79,830 | 0.07 | 668,500 | |||||||||
CBOT wheat futures (22 contracts, settlement date December 14, 2012)
|
79,013 | 0.07 | 787,875 | |||||||||
Total commodity futures contracts
|
$ | 15,318,753 | 13.01 | % | $ | 117,741,936 |
The accompanying notes are an integral part of these financial statements.
6
STATEMENTS OF OPERATIONS
(Unaudited)
From the commencement
|
||||||||||||||||
Three months ended
|
Three months ended
|
Nine months ended
|
of operations (June 9, 2010)
|
|||||||||||||
September 30, 2011
|
September 30, 2010
|
September 30, 2011
|
through September 30, 2010
|
|||||||||||||
Income
|
||||||||||||||||
Realized and unrealized gain (loss) on trading of commodity futures contracts:
|
||||||||||||||||
Realized gain on commodity futures contracts
|
$ | 9,853,860 | $ | 1,289,305 | $ | 15,385,612 | $ | 1,290,285 | ||||||||
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
(10,012,182 | ) | 810,334 | (20,496,972 | ) | 1,014,829 | ||||||||||
Interest income
|
8,947 | 5,796 | 50,185 | 6,405 | ||||||||||||
Total (loss) income
|
(149,375 | ) | 2,105,435 | (5,061,175 | ) | 2,311,519 | ||||||||||
Expenses
|
||||||||||||||||
Management fees
|
328,413 | 22,239 | 788,567 | 25,323 | ||||||||||||
Professional fees
|
144,878 | 44,121 | 437,746 | 52,131 | ||||||||||||
Distribution and marketing fees
|
187,910 | 23,019 | 484,014 | 29,249 | ||||||||||||
Custodian fees and expenses
|
76,886 | 32,564 | 239,354 | 40,351 | ||||||||||||
Brokerage commissions
|
29,212 | - | 60,399 | - | ||||||||||||
Other expenses
|
47,256 | 14,158 | 144,655 | 17,600 | ||||||||||||
Total expenses
|
814,555 | 136,101 | 2,154,735 | 164,654 | ||||||||||||
Net (loss) income
|
$ | (963,930 | ) | $ | 1,969,334 | $ | (7,215,910 | ) | $ | 2,146,865 |
The accompanying notes are an integral part of these financial statements.
7
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
From the commencement
|
||||||||
Nine months ended
|
of operations (June 9, 2010)
|
|||||||
September 30, 2011
|
through September 30, 2010
|
|||||||
Operations
|
||||||||
Net (loss) income
|
$
|
(7,215,910
|
)
|
$
|
2,146,865
|
|||
Capital transactions
|
||||||||
Issuance of shares
|
111,123,203
|
19,462,153
|
||||||
Redemption of shares
|
(29,119,867
|
)
|
(5,364,242
|
)
|
||||
Cash proceeds for future series
|
-
|
500
|
||||||
Total capital transactions
|
82,003,336
|
14,098,411
|
||||||
Net change in net assets
|
74,787,426
|
16,245,276
|
||||||
Net assets, beginning of period
|
42,964,439
|
100
|
||||||
Net assets, end of period
|
$
|
117,751,865
|
$
|
16,245,376
|
8
STATEMENTS OF CASH FLOWS
(Unaudited)
From the commencement
|
||||||||
Nine months ended
|
of operations (June 9, 2010)
|
|||||||
September 30, 2011
|
through September 30, 2010
|
|||||||
Cash flows from operating activities:
|
||||||||
Net (loss) income
|
$
|
(7,215,910
|
)
|
$
|
2,146,865
|
|||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
||||||||
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
20,496,972
|
(1,014,829
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Collateral, due from broker
|
(18,776,599
|
)
|
-
|
|||||
Interest receivable
|
4,416
|
(2,480
|
)
|
|||||
Other assets
|
(612,698
|
)
|
(13,521
|
)
|
||||
Collateral, due to broker
|
(1,496,045
|
)
|
380,886
|
|||||
Management fee payable to Sponsor
|
68,129
|
10,674
|
||||||
Other liabilities
|
182,078
|
64,969
|
||||||
Net cash (used in) provided by operating activities
|
(7,349,657
|
)
|
1,572,564
|
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from sale of shares
|
111,123,203
|
19,462,153
|
||||||
Redemption of shares
|
(29,119,867
|
)
|
(5,364,242)
|
|||||
Proceeds from sale of shares of future Trust series
|
-
|
500
|
||||||
Net cash provided by financing activities
|
82,003,336
|
14,098,411
|
||||||
Net change in cash and cash equivalents
|
74,653,679
|
15,670,975
|
||||||
Cash and cash equivalents, beginning of period
|
39,311,038
|
100
|
||||||
Cash and cash equivalents, end of period
|
$
|
113,964,717
|
$
|
15,671,075
|
The accompanying notes are an integral part of these financial statements.
9
September 30, 2011
(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. The Teucrium Corn Fund (“CORN”) was the first commodity pool that is a series of the Trust, and as of June 9, 2010, shares of CORN could be purchased and sold on the New York Stock Exchange (“NYSE”) Arca. In 2010, registration statements were also 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. On April 22, 2011, an initial registration statement to register units was filed with the Securities and Exchange Commission (“SEC”) for the Teucrium Agricultural Fund (“TAGS”). This would represent an additional series of the Trust. All these series of the Trust for which registration statements had been filed and/or approved as of September 30, 2011 are collectively referred to as the “Funds” and singularly as the “Fund.” The Funds issue common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Trust and the Funds operate pursuant to the Trust’s Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”).
On October 22, 2010, the Forms S-1 for NAGS and CRUD were declared effective by the SEC. On January 31, 2011, four Creation Baskets for NAGS were issued representing 200,000 shares and $5,000,000. NAGS began trading on the NYSE Arca on February 1, 2011. On February 22, 2011, four Creation Baskets for CRUD were issued representing 100,000 shares and $5,000,000. CRUD began trading on the NYSE Arca on February 23, 2011. Amended registration statements for CANE, SOYB and WEAT were filed with the SEC on March 9, 2011, and, on June 17, 2011, the Forms S-1 for CANE, SOYB and WEAT were declared effective by the SEC. On September 16, 2011, two initial Creation Baskets for each Fund, representing 100,000 shares and $2,500,000, for CANE, SOYB, and WEAT were issued. On September 19, 2011, CANE, SOYB and WEAT started trading on the NYSE Arca. The Teucrium Corn Fund, the Teucrium Natural Gas Fund, the Teucrium WTI Crude Oil Fund, the Teucrium Sugar Fund, the Teucrium Soybean Fund and the Teucrium Wheat Fund are collectively referred to herein as the “Operating Funds” and singularly referred to as an “Operating Fund.” As of September 30, 2011, the Form S-1 for TAGS has not yet been declared effective by the SEC.
The specific investment objective of each Fund and information regarding the organization and operation of each Fund are included in each Fund’s financial statements and accompanying notes, as well as in other sections of this Form 10-Q filing. In general, the investment objective of each Fund is to have the daily changes in percentage terms of its Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for certain Futures Contracts for the commodity specified for that Fund.
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 Trust’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K and Form 10-K/A, as applicable. The operating results from January 1, 2011 through September 30, 2011 are not necessarily indicative of the results to be expected for the full year ending December 31, 2011.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification and include the accounts of the Trust, CORN, NAGS, CRUD, CANE, SOYB, WEAT and TAGS. For the year ended December 31, 2010, the operations of the Trust consist entirely of the operations of CORN, which commenced operations on June 9, 2010. For the period January 1, 2011 through September 30, 2011, the operations of the Trust contain the results of CORN, NAGS, CRUD, SOYB, CANE, and WEAT for the months during which each Fund was trading.
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 fair market value 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. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Funds earn 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 Funds earn interest on funds held at the custodian at prevailing market rates for such investments.
10
Brokerage Commissions
Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.
Income Taxes
For tax purposes, the Funds will be treated as partnerships. Therefore, the Funds do not record a provision for income taxes because the partners report their share of a Fund’s income or loss on their income tax returns. The financial statements reflect the Funds’ transactions without adjustment, if any, required for income tax purposes.
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740-10, “Accounting for Uncertainty in Income Taxes,” the Funds are 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 Funds file income tax returns in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. The Funds are 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 Funds recording a tax liability that reduces net assets. Based on their analysis, the Funds have determined that they have not incurred any liability for unrecognized tax benefits as of September 30, 2011 or December 31, 2010. However, the Funds’ 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 Funds recognize 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 period ended September 30, 2011 and the year ended December 31, 2010.
The Funds may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area 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 Funds’ management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets from each Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from each Fund only in blocks of shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV 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.
Each 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 statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the statements of assets and liabilities as payable for shares redeemed.
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 statements 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 $93,964,807 and $39,310,538 in money market funds at September 30, 2011 and December 31, 2010, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities. The Trust also had investments in United States Treasury Bills with a maturity of three months or less with a fair value of $19,999,810 on September 30, 2011 and $0 on December 31, 2010.
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 Funds’ 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 involves the 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.
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, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect 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 options positions 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 open futures 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 the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Funds’ trading, the Funds (and not its shareholders personally) are subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated, and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Sponsor Fee
The Sponsor is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. For the performance of this service, the Funds are 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. The Funds 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 Funds also pay the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses.
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
In accordance with GAAP, 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. In accordance with GAAP, 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 Trust 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.
12
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. For instance, when Corn Futures Contracts on the Chicago Board of Trade (“CBOT”) are not actively trading due to a “limit-up” or ‘limit-down” condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
On September 30, 2011, in the opinion of the Trust, the reported value at the close of the market for each commodity contract fairly reflected the value of the futures and no alternative valuations were required, whereas, on June 30, 2011, two of the Corn Futures Contract months that were traded on the CBOT and held by CORN were in a “limit down” condition, and in the opinion of the Trust and CORN, the reported value at the close of the market on that day did not fairly value the contracts held by the Fund. Therefore, the Trust and the Fund used alternative verifiable sources to value the CBOT futures held by the Fund which were in a “limit down” condition on June 30, 2011, and the financial statements of the Fund were adjusted accordingly.
The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statement of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT or the New York Mercantile Exchange (“NYMEX”), or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
New Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” ASU No. 2011-04 clarifies existing requirements for measuring fair value and for disclosure about fair value measurements in converged guidance of the FASB and the International Accounting Standards Board. The amendments are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The implementation of ASU No. 2011-04 is not expected to have a material impact on financial statement disclosures for the Trust or the Funds.
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 and liabilities measured at fair value as of September 30, 2011 and assets as of December 31, 2010:
13
Balance
|
||||||||||||||||
as of
|
||||||||||||||||
September 30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
|||||||||||||
Assets:
|
||||||||||||||||
Cash equivalents
|
$
|
113,964,617
|
$
|
-
|
$
|
-
|
$
|
113,964,617
|
Balance
|
||||||||||||||||
as of
|
||||||||||||||||
September 30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Commodity futures contracts
|
||||||||||||||||
Corn futures contracts
|
$
|
13,418,601
|
$
|
-
|
$
|
-
|
$
|
13,418,601
|
||||||||
Natural gas futures contracts
|
169,170
|
-
|
-
|
169,170
|
||||||||||||
WTI crude oil futures contracts
|
1,120,245
|
-
|
-
|
1,120,245
|
||||||||||||
Soybean futures contracts
|
308,748
|
-
|
-
|
308,748
|
||||||||||||
Sugar futures contracts
|
46,750
|
-
|
-
|
46,750
|
||||||||||||
Wheat futures contracts
|
255,239
|
-
|
-
|
255,239
|
||||||||||||
Total commodity futures contracts
|
$
|
15,318,753
|
$
|
-
|
$
|
-
|
$
|
15,318,753
|
December 31, 2010
|
Balance
|
|||||||||||||||
|
as of
|
|||||||||||||||
|
December 31,
|
|||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
2010
|
||||||||||||
Assets:
|
||||||||||||||||
Cash equivalents
|
$
|
39,310,538
|
$
|
-
|
$
|
-
|
$
|
39,310,538
|
||||||||
Corn futures contracts
|
5,178,219
|
-
|
-
|
5,178,219
|
||||||||||||
Total
|
$
|
44,488,757
|
$
|
-
|
$
|
-
|
$
|
44,488,757
|
Transfers into and out of each level of the fair value hierarchy for the corn futures contracts valued using alternative verifiable sources due to a "limit-down" condition for the period January 1, 2011 through September 30, 2011 were as follows:
Transfers
|
Transfers
|
Transfers
|
Transfers
|
Transfers
|
Transfers
|
|||||||||||||||||||
into
|
out of
|
into
|
out of
|
into
|
out of
|
|||||||||||||||||||
Level 1
|
Level 1
|
Level 2
|
Level 2
|
Level 3
|
Level 3
|
|||||||||||||||||||
Assets (at fair value)
|
||||||||||||||||||||||||
Derivative contracts
|
||||||||||||||||||||||||
Corn future contracts
|
$
|
9,140,288
|
$
|
9,140,288
|
$
|
9,140,288
|
$
|
9,140,288
|
$
|
-
|
$
|
-
|
Transfers
|
Transfers
|
Transfers
|
Transfers
|
Transfers
|
Transfers
|
|||||||||||||||||||
into
|
out of
|
into
|
out of
|
into
|
out of
|
|||||||||||||||||||
Level 1
|
Level 1
|
Level 2
|
Level 2
|
Level 3
|
Level 3
|
|||||||||||||||||||
Liabilities (at fair value)
|
||||||||||||||||||||||||
Derivative contracts
|
||||||||||||||||||||||||
Corn future contracts
|
$
|
5,938,713
|
$
|
5,938,713
|
$
|
5,938,713
|
$
|
5,938,713
|
$
|
-
|
$
|
-
|
14
Note 4 - Derivative Instruments and Hedging Activities
In the normal course of business, the Funds utilize 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 Funds’ 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 Funds are also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the three months ended September 30, 2011, the Operating Funds invested in commodity futures contracts and Chicago Mercantile Exchange Calendar Swaps. 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, each Fund might enter into multiple Cleared Swaps and/or over-the-counter Interests intended to exactly replicate the performance of each of the Benchmark Component Futures Contracts for the Fund, or a single over-the-counter 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 Interest, the performance of the Interest will necessarily correlate exactly with the performance of the Benchmark or the applicable Benchmark Component Futures Contract. As of September 30, 2011, the Operating Funds had investments only in commodity futures contracts specifically related to each Fund.
Futures Contracts
The Funds are subject to commodity price risk in the normal course of pursuing their 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 each Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by each Fund. Futures contracts may reduce the Funds’ 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 each 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 statements of assets and liabilities as derivative contracts, categorized by primary underlying risk, at September 30, 2011 (unaudited) and December 31, 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 statement of operations as realized and unrealized gain on trading of commodity futures contracts, categorized by primary underlying risk, for the period ended September 30, 2011 (unaudited) and from commencement of operations through September 30, 2010.
At September 30, 2011, the fair value of derivative instruments was as follows:
Primary underlying risk
|
Asset derivatives
|
Liability derivatives
|
||||||
Commodity price
|
||||||||
Corn futures contracts
|
$
|
-
|
$
|
(13,418,601
|
)
|
|||
Natural gas futures contracts
|
-
|
(169,170
|
)
|
|||||
WTI crude oil futures contracts
|
-
|
(1,120,245
|
)
|
|||||
Soybean futures contracts
|
-
|
(308,748
|
)
|
|||||
Sugar futures contracts
|
-
|
(46,750
|
)
|
|||||
Wheat futures contracts
|
-
|
(255,239
|
)
|
|||||
Total
|
$
|
-
|
$
|
(15,318,753
|
)
|
At December 31, 2010, the fair value of derivative instruments was as follows:
Primary underlying risk
|
Asset derivatives
|
|||
Commodity price
|
||||
Corn futures contracts
|
$
|
5,178,219
|
15
The following is a summary of realized and unrealized gains (losses) of the derivative instruments utilized by the Trust:
Realized gain (loss) on
|
Net change in unrealized loss
|
|||||||
Primary underlying risk
|
derivative instruments
|
on derivative instruments
|
||||||
Commodity price
|
||||||||
Corn futures contracts
|
$
|
10,147,450
|
$
|
(8,334,377
|
)
|
|||
Natural gas futures contracts
|
(213,080
|
)
|
(112,162
|
)
|
||||
WTI crude oil futures contracts
|
(45,320)
|
(954,906
|
)
|
|||||
Soybean futures contracts
|
148
|
(308,748
|
)
|
|||||
Sugar futures contracts
|
(35,682
|
)
|
(46,750
|
)
|
||||
Wheat futures contracts
|
344
|
(255,239
|
)
|
|||||
Total
|
$
|
9,853,860
|
$
|
(10,012,182
|
)
|
For the period July1, 2010 to September 30, 2010
Realized gain (loss) on
|
Net change in unrealized gain
|
|||||||
Primary underlying risk
|
derivative instruments
|
on derivative instruments
|
||||||
Commodity price
|
||||||||
Corn futures contracts
|
$
|
1,289,305
|
$
|
810,334
|
For the period January 1, 2011 to September 30, 2011
Realized gain (loss) on
|
Net change in unrealized loss
|
|||||||
Primary underlying risk
|
derivative instruments
|
on derivative instruments
|
||||||
Commodity price
|
||||||||
Corn futures contracts
|
$
|
15,823,273
|
$
|
(18,596,820
|
)
|
|||
Natural gas futures contracts
|
(541,020
|
)
|
(169,170
|
)
|
||||
Oil futures contracts
|
138,549
|
(1,120,245
|
)
|
|||||
Soybean futures contracts
|
148
|
(308,748
|
)
|
|||||
Sugar futures contracts
|
(35,682
|
)
|
(46,750
|
)
|
||||
Wheat futures contracts
|
344
|
(255,239
|
)
|
|||||
Total
|
$
|
15,385,612
|
$
|
(20,496,972
|
)
|
For the period from commencement of operations (June 9, 2010) to September 30, 2010
Realized gain (loss) on
|
Net change in unrealized gain
|
|||||||
Primary underlying risk
|
derivative instruments
|
on derivative instruments
|
||||||
Commodity price
|
||||||||
Corn futures contracts
|
$
|
1,290,285
|
$
|
1,014,829
|
Volume of Derivative Activities
At September 30, 2011, the notional amounts and number of contracts, categorized by primary underlying risk, were as follows:
Long exposure
|
||||||||
Notional
|
Number
|
|||||||
Primary underlying risk
|
amounts
|
of contracts
|
||||||
Commodity price
|
||||||||
Corn futures contracts
|
$
|
104,315,150
|
3,519
|
|||||
Natural gas futures contracts
|
1,817,040
|
43
|
||||||
Crude oil futures contracts
|
4,760,810
|
59
|
||||||
Soybean futures contracts
|
2,208,638
|
37
|
||||||
Sugar futures contracts
|
2,408,123
|
90
|
||||||
Wheat futures contracts
|
2,232,175
|
66
|
||||||
Total
|
$
|
117,741,936
|
3,814
|
16
At December 31, 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
|
||||||||
Corn futures contracts
|
$
|
42,979,000
|
1,411
|
Note 5 - Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the shares, including applicable SEC registration fees, were borne directly by the Sponsor for the Operating Funds and will be borne directly by the Sponsor for any series of the Trust which is not yet operating or will be issued in the future. The Trust will not be obligated to reimburse the Sponsor.
Note 6 – Subsequent Events
For the period October 1, 2011 through November 9, 2011, CORN had three Redemption Baskets representing 300,000 shares and $12,588,325.
On October 31, 2011, the Fund filed a Form 8-K with the SEC which described modifications to the contractual relationship with Foreside Fund Services, LLC (“Foreside”), the Trust and the Sponsor. Foreside will continue to serve as the distributor for the Fund; however, as of October 1, 2011, the Distribution Consulting and Marketing Services Agreement that was previously in place between the parties has been terminated.
17
STATEMENTS OF ASSETS AND LIABILITIES
September
30, 2011
|
December 31, 2010
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Equity in BNY Mellon trading accounts:
|
||||||||
Cash and cash equivalents
|
$
|
101,333,977
|
$
|
39,310,538
|
||||
Commodity futures contracts
|
-
|
5,178,219
|
||||||
Collateral, due from broker
|
16,184,201
|
-
|
||||||
Interest receivable
|
757
|
5,246
|
||||||
Other assets
|
313,272
|
12,526
|
||||||
Total assets
|
117,832,207
|
44,506,529
|
||||||
Liabilities
|
||||||||
Commodity futures contracts
|
13,418,601
|
-
|
||||||
Collateral, due to broker
|
-
|
1,496,045
|
||||||
Management fee payable to Sponsor
|
97,674
|
34,328
|
||||||
Other liabilities
|
34,317
|
12,217
|
||||||
Total liabilities
|
13,550,592
|
1,542,590
|
||||||
Net assets
|
$
|
104,281,615
|
$
|
42,963,939
|
||||
Shares outstanding
|
2,600,004
|
1,100,004
|
||||||
Net asset value per share
|
$
|
40.11
|
$
|
39.06
|
||||
Market value per share (closing price)
|
$
|
39.88
|
$
|
39.01
|
The accompanying notes are an integral part of these financial statements.
18
SCHEDULE OF INVESTMENTS
September 30, 2011
(Unaudited)
Fair
|
Percentage of
|
Principal
|
||||||||||
Description: Assets
|
Value
|
Net Assets
|
Amount
|
|||||||||
Cash equivalents
|
||||||||||||
United States Treasury obligations
|
||||||||||||
U.S. Treasury bills, 0.015%, due October 20, 2011
|
$
|
9,999,940
|
9.59
|
%
|
$
|
10,000,000
|
||||||
U.S. Treasury bills, 0.001%, due November 17, 2011
|
9,999,870
|
9.59
|
10,000,000
|
|||||||||
Total U.S. Treasury obligations
|
19,999,810
|
19.18
|
||||||||||
Money market funds
|
||||||||||||
Dreyfus Cash Management Plus
|
81,334,167
|
77.99
|
||||||||||
Total cash equivalents
|
$
|
101,333,977
|
97.17
|
%
|
Fair
|
Percentage of
|
Notional
|
||||||||||
Description: Liabilities
|
Value
|
Net Assets
|
Amount
|
|||||||||
Commodity futures contracts
|
||||||||||||
United States corn futures contracts
|
||||||||||||
CBOT corn futures (1,186 contracts, settlement date March 14, 2012)
|
$ | 5,542,419 | 5.32 | % | $ | 35,920,975 | ||||||
CBOT corn futures (1,005 contracts, settlement date May 14, 2012)
|
6,580,458 | 6.31 | 30,828,375 | |||||||||
CBOT corn futures (1,328 contracts, settlement date December 14, 2012)
|
1,295,724 | 1.24 | 37,565,800 | |||||||||
$ | 13,418,601 | 12.87 | % | $ | 104,315,150 |
19
STATEMENTS OF OPERATIONS
(Unaudited)
From the commencement
|
||||||||||||||||
Three months ended
|
Three months ended
|
Nine months ended
|
of operations (June 9, 2010)
|
|||||||||||||
September 30, 2011
|
September 30, 2010
|
September 30, 2011
|
through September 30, 2010
|
|||||||||||||
Income
|
||||||||||||||||
Realized and unrealized gain (loss) on trading of commodity futures contracts:
|
||||||||||||||||
Realized gain on commodity futures contracts
|
$ | 10,147,450 | $ | 1,289,305 | $ | 15,823,273 | $ | 1,290,285 | ||||||||
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
(8,334,377 | ) | 810,334 | (18,596,820 | ) | 1,014,829 | ||||||||||
Interest income
|
8,677 | 5,796 | 47,397 | 6,405 | ||||||||||||
Total income (loss)
|
(1,821,750 | ) | 2,105,435 | (2,276,150 | ) | 2,311,519 | ||||||||||
Expenses
|
||||||||||||||||
Management fees
|
315,409 | 22,239 | 753,877 | 25,323 | ||||||||||||
Professional fees
|
94,916 | 44,121 | 278,711 | 52,131 | ||||||||||||
Distribution and marketing fees
|
146,541 | 23,019 | 352,968 | 29,249 | ||||||||||||
Custodian fees and expenses
|
32,564 | 32,564 | 96,631 | 40,351 | ||||||||||||
Brokerage commissions
|
27,901 | - | 58,319 | - | ||||||||||||
Other expenses
|
27,637 | 14,158 | 81,213 | 17,600 | ||||||||||||
Total expenses
|
644,968 | 136,101 | 1,621,719 | 164,654 | ||||||||||||
Net income (loss)
|
$ | 1,176,782 | 1,969,334 | (4,347,869 | ) | 2,146,865 | ||||||||||
Net (loss) income per share
|
(0.28 | ) | 6.60 | 1.05 | 7.49 | |||||||||||
Net income (loss) per weighted average share
|
0.43 | 6.59 | (1.92 | ) | 7.67 | |||||||||||
Weighted average shares outstanding
|
$ | 2,718,482 | $ | 298,917 | $ | 2,259,345 | $ | 279,829 |
The accompanying notes are an integral part of these financial statements.
20
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
From the commencement
|
||||||||
Nine months ended
|
of operations (June 9, 2010)
|
|||||||
September 30, 2011
|
through September 30, 2010
|
|||||||
Operations
|
||||||||
Net (loss) income
|
$
|
(4,347,869
|
)
|
$
|
2,146,865
|
|||
Capital transactions
|
||||||||
Issuance of Shares
|
92,546,004
|
19,462,153
|
||||||
Redemption of Shares
|
(26,880,459
|
)
|
(5,364,242
|
) | ||||
Total capital
|
65,665,545
|
14,097,911
|
||||||
Net change in net assets
|
61,317,676
|
16,244,776
|
||||||
Net assets, beginning of period
|
42,963,939
|
100
|
||||||
Net assets, end of period
|
$
|
104,281,615
|
$
|
16,244,876
|
||||
Net asset value per share
|
||||||||
At beginning of period
|
$
|
39.06
|
$
|
25.00
|
||||
At end of period
|
$
|
40.11
|
$
|
32.49
|
21
TEUCRIUM CORN FUND
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
|
From the commencement
of operations (June 9, 2010)
|
|||||||
September 30, 2011
|
through September 30, 2010
|
|||||||
Cash flows from operating activities:
|
||||||||
Net (loss) income
|
$
|
(4,347,869
|
)
|
$
|
2,146,865
|
|||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
||||||||
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
18,596,820
|
(1,014,829
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Collateral, due from broker
|
(16,184,201
|
)
|
-
|
|||||
Interest receivable
|
4,489
|
(2,480
|
)
|
|||||
Other assets
|
(300,746
|
)
|
(13,521
|
) | ||||
Collateral, due to broker
|
(1,496,045
|
)
|
380,886
|
|||||
Management fee payable to Sponsor
|
63,346
|
10,674
|
||||||
Other liabilities
|
22,100
|
64,969
|
||||||
Net cash (used in) provided by operating activities
|
(3,642,106
|
) |
1,572,564
|
|||||
Cash flows from financing activities:
|
||||||||
Proceeds from sale of Shares
|
92,546,004
|
19,462,153
|
||||||
Redemption of Shares
|
(26,880,459
|
)
|
(5,364,242
|
) | ||||
Net cash provided by financing activities
|
65,665,545
|
14,097,911
|
||||||
Net change in cash and cash equivalents
|
62,023,439
|
15,670,475
|
||||||
Cash and cash equivalents, beginning of period
|
39,310,538
|
100
|
||||||
Cash and cash equivalents, end of period
|
$
|
101,333,977
|
$
|
15,670,575
|
The accompanying notes are an integral part of these financial statements.
22
NOTES TO FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)
Note 1 – Organization and Operation
Teucrium Corn Fund (referred to herein as “CORN,” the “Corn Fund” or 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 Corn Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Corn Fund. The Corn Fund continuously offers Creation Baskets consisting of 100,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Corn Fund (the “Marketing Agent”). 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 Corn 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 Corn 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 Corn Fund is to have the daily changes in percentage terms of the Shares’ 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%. (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 Corn Fund commenced investment operations on June 9, 2010 and has a fiscal year ending on December 31. The Corn Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Corn 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.
On June 5, 2010, the Corn Fund’s initial registration of 30,000,000 shares on Form S-1 was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 9, 2010, the Corn Fund listed its shares on the NYSE Arca under the ticker symbol “CORN.” On the day prior to that, the Corn Fund issued 200,000 shares in exchange for $5,000,000 at the Corn Fund’s initial NAV of $25 per share. The Corn Fund also commenced investment operations on June 9, 2010 by purchasing commodity futures contracts traded on the Chicago Board of Trade (“CBOT”).
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by 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 interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K and Form 10-K/A, as well as the most recent amendment to Form S-1, dated May 1, 2011, as applicable. The operating results from January 1, 2011 through September 30, 2011 are not necessarily indicative of the results to be expected for the full year ending December 31, 2011.
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 fair market value 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. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Corn 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 Corn Fund earns interest on funds held at the custodian at prevailing market rates for such investments.
23
Brokerage Commissions
Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.
Income Taxes
For tax purposes, the Corn Fund will be treated as a partnership. The Corn Fund does not record a provision for income taxes because the partners report their share of the Corn Fund’s income or loss on their income tax returns. The financial statements reflect the Corn Fund’s transactions without adjustment, if any, required for income tax purposes.
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 740-10, “Accounting for Uncertainty in Income Taxes,” the Corn 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 Corn 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 Corn 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 Corn Fund recording a tax liability that reduces net assets. Based on its analysis, the Corn Fund has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2011 or December 31, 2010. However, the Corn 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 Corn 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, 2011 and December 31, 2010.
The Corn Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area 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 Corn Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 100,000 shares from CORN. The amount of the proceeds required to purchase a Creation Basket will be equal to the net asset value of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from the Corn 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 Corn 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 Corn Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed. For the period July 1, 2011 through September 30, 2011 the Sponsor had five Redemption Baskets and one Creation Basket totaling a net reduction to the Corn Fund of 400,000 shares. For the period January 1, 2011 through September 30, 2011, the Sponsor had six Redemption Baskets and twenty-one Creation Baskets totaling a net addition to the Corn Fund of 1,500,000 shares.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among the shareholders of the Corn Fund in proportion to the number of shares each shareholder holds as of the close of each month.
Cash equivalents are highly-liquid investments with original maturity dates of three months or less at inception. The Corn Fund reported its cash equivalents in the statements 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 Corn 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 Corn Fund had a balance of $81,334,167 and $39,310,538 in money market funds at September 30, 2011 and December 31, 2010, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities. The Corn Fund held $19,999,810 and $0 in United States Treasury Bills with a maturity date of three months or less at September 30, 2011 and December 31, 2010 respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities.
24
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 Corn 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 involves the 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, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect 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 options positions 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 open futures 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 the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Corn Fund’s trading, the Corn 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 options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Calculation of Net Asset Value
The Corn Fund’s NAV is calculated by:
|
·
|
Taking the current market value of its total assets, and
|
|
·
|
Subtracting any liabilities.
|
The administrator, the Bank of New York Mellon, calculates the NAV of the Corn 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 Corn Fund is subject to significant credit risk relating to the counterparty to such corn interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Corn 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 Corn Fund but unpaid or not received by the Corn Fund.
Sponsor Fee
The Sponsor is responsible for investing the assets of the Corn Fund in accordance with the objectives and policies of the Corn Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Corn Fund. For these services, the Corn 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. For the period July 1, 2011 through September 30, 2011, the Corn Fund recorded $315,409 in management fees to the sponsor. For the period January 1, 2011 through September 30, 2011, the Corn Fund recorded $753,877 in management fees to the sponsor. The Corn 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 Corn Fund also pays the fees and expenses associated with the Fund’s tax accounting and reporting requirements. Certain aggregate expenses common to all funds managed by the Sponsor are allocated to each fund based on activity drivers deemed most appropriate by the Sponsor for such expenses.
25
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
In accordance with GAAP, 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 Corn Fund uses various valuation approaches. In accordance with GAAP, 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 Corn Fund. Unobservable inputs reflect the Corn 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 Corn 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 Corn 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 Corn Fund uses prices and inputs that are current as of the measurement date, including during 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. For instance, when Corn Futures Contracts on the CBOT are not actively trading due to a “limit-up” or limit-down” condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
On June 30, 2011, the Corn Futures Contracts traded on the CBOT were in a “limit-down” condition and, in the opinion of the Trust and the Fund, the reported value at the close of the market on that day did not fairly value the Corn Futures Contracts held by the Fund. Therefore, the Trust and the Fund used alternative verifiable sources to value the Corn Futures Contracts on June 30, 2011 and the financial statements of the Fund were adjusted accordingly, resulting in an approximately $5,801,000 decrease to unrealized change in commodity futures contracts as compared to the reported CBOT values. On September 30, 2011, in the opinion of the Trust and the Fund, the reported value of the Corn Futures Contracts traded on the CBOT fairly reflected the value of the Corn Futures Contracts held by the Fund, and no adjustments were necessary.
26
The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statement of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the Chicago Board of Trade (“CBOT”) or the New York Mercantile Exchange (“NYMEX”), or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of 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 created or redeemed based on the amount of time the units were outstanding during such period.
New Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” ASU No. 2011-04 clarifies existing requirements for measuring fair value and for disclosure about fair value measurements in converged guidance of the FASB and the International Accounting Standards Board. The amendments are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The implementation of ASU No. 2011-04 is not expected to have a material impact on financial statement disclosures for the Trust or the Funds.
Note 3 – Fair Value Measurements
The Corn Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Corn Fund’s significant accounting policies in Note 2. The following table presents information about the Corn Fund’s assets and liabilities measured at fair value as of September 30, 2011 and assets as of December 31, 2010:
Balance
|
||||||||||||||||
as of
|
||||||||||||||||
September 30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
|||||||||||||
Assets:
|
||||||||||||||||
Cash equivalents
|
$
|
101,333,977
|
$
|
-
|
$
|
-
|
$
|
101,333,977
|
Balance
|
|||||||||||||
as of
|
|||||||||||||
September 30,
|
|||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
||||||||||
Liabilities:
|
|||||||||||||
Commodity futures contracts
|
$
|
13,418,601
|
$
|
$
|
-
|
$
|
13,418,601
|
Balance
|
||||||||||||||||
as of
|
||||||||||||||||
December 31,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2010
|
|||||||||||||
Assets:
|
||||||||||||||||
Cash equivalents
|
$
|
39,310,538
|
$
|
-
|
$
|
-
|
$
|
39,310,538
|
||||||||
Commodity futures contracts
|
5,178,219
|
-
|
-
|
5,178,219
|
||||||||||||
Total
|
$
|
44,488,757
|
$
|
-
|
$
|
-
|
$
|
44,488,757
|
27
Transfers into and out of each level of the fair value hierarchy for the corn futures contracts valued using alternative verifiable sources due to a "limit-down" condition for the period January 1, 2011 through September 30, 2011 were as follows:
Transfers
|
Transfers
|
Transfers
|
Transfers
|
Transfers
|
Transfers
|
|||||||||||||||||||
into
|
out of
|
into
|
out of
|
into
|
out of
|
|||||||||||||||||||
Level 1
|
Level 1
|
Level 2
|
Level 2
|
Level 3
|
Level 3
|
|||||||||||||||||||
Assets (at fair value)
|
||||||||||||||||||||||||
Derivative contracts
|
||||||||||||||||||||||||
Corn future contracts
|
$
|
9,140,288
|
$
|
9,140,288
|
$
|
9,140,288
|
$
|
9,140,288
|
$
|
-
|
$
|
-
|
Transfers
|
Transfers
|
Transfers
|
Transfers
|
Transfers
|
Transfers
|
|||||||||||||||||||
into
|
out of
|
into
|
out of
|
into
|
out of
|
|||||||||||||||||||
Level 1
|
Level 1
|
Level 2
|
Level 2
|
Level 3
|
Level 3
|
|||||||||||||||||||
Liabilities (at fair value)
|
||||||||||||||||||||||||
Derivative contracts
|
||||||||||||||||||||||||
Corn future contracts
|
$
|
5,938,713
|
$
|
5,938,713
|
$
|
5,938,713
|
$
|
5,938,713
|
$
|
-
|
$
|
-
|
Note 4 -Derivative Instruments and Hedging Activities
In the normal course of business, the Corn 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 Corn 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 Corn Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the three months ended September 30, 2011, the Corn Fund invested in CBOT Corn Futures Contracts and Chicago Mercantile Exchange Calendar Swaps. Cleared Corn Swaps have standardized terms similar to, and are priced by reference to, the 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 Swaps and/or over-the-counter Interests intended to exactly replicate the performance of the Benchmark Component Futures Contracts for the Fund, or a single over-the-counter 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 Interest, the performance of the Interest will necessarily correlate exactly with the performance of the Benchmark or the applicable Benchmark Component Futures Contract. As of September 30, 2011, the Fund had investments only in commodity futures contracts.
Futures Contracts
The Corn 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 Corn Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Corn Fund. Futures contracts may reduce the Corn 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 Corn 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 statements of assets and liabilities as derivative contracts, categorized by primary underlying risk, at September 30, 2011 (unaudited) and December 31, 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 statement of operations as realized and unrealized gain on trading of commodity futures contracts, categorized by primary underlying risk, for the period ended September 30, 2011 (unaudited) and from commencement of operations through September 30, 2010.
28
The fair value of derivative instruments was as follows:
Primary underlying risk
|
Asset derivatives
|
Liability derivatives
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
-
|
$
|
(13,418,601
|
)
|
At December 31, 2010
Primary Underlying Risk
|
Asset Derivatives
|
|||
Commodity Price
|
||||
Commodity futures contracts
|
$
|
5,178,219
|
The following is a summary of realized and unrealized gains and losses of the derivative instruments utilized by the Corn Fund:
Period July 1, 2011 to September 30, 2011
Realized Gain on
|
Net Change in Unrealized Loss
|
|||||||
Primary Underlying Risk
|
Derivative Instruments
|
on Derivative Instruments
|
||||||
Commodity Price
|
||||||||
Commodity futures contracts
|
$
|
10,147,450
|
$
|
(8,334,377
|
) |
Realized Gain on
|
Net Change in Unrealized Loss
|
|||||||
Primary Underlying Risk
|
Derivative Instruments
|
on Derivative Instruments
|
||||||
Commodity Price
|
||||||||
Commodity futures contracts
|
$
|
15,823,273
|
$
|
(18,596,820
|
) |
Period July 1, 2010 to September 30, 2010
Realized Gain on
|
Net Change in Unrealized Gain
|
|||||||
Primary Underlying Risk
|
Derivative Instruments
|
on Derivative Instruments
|
||||||
Commodity Price
|
||||||||
Commodity futures contracts
|
$
|
1,289,305
|
$
|
810,334
|
Period commencement of operations (June 9, 2010) through September 30, 2010
Realized Gain on
|
Net Change in Unrealized Gain
|
|||||||
Primary Underlying Risk
|
Derivative Instruments
|
on Derivative Instruments
|
||||||
Commodity Price
|
||||||||
Commodity futures contracts
|
$
|
1,290,285
|
$
|
1,014,829
|
Volume of Derivative Activities
The notional amounts and number of contracts, categorized by primary underlying risk, were as follows:
At September 30, 2011
Long exposure
|
||||||||
Notional
|
Number
|
|||||||
Primary underlying risk
|
amounts
|
of contracts
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
104,315,150
|
3,519
|
29
At December 31, 2010
Long exposure
|
||||||||
Notional
|
Number
|
|||||||
Primary underlying risk
|
amounts
|
of contracts
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
42,979,000
|
1,411
|
Note 5 - Financial Highlights
The following tables present per unit performance data and other supplemental financial data for the period January 1, 2011 through September 30, 2011 and for the period from the commencement of operations (June 9, 2010) through September 30, 2010. This information has been derived from information presented in the financial statements.
Per Share Operation Performance for January 1 through September 30, 2011
|
||||
Net asset value at beginning of period
|
$
|
39.06
|
||
Income from investment operations:
|
||||
Investment income
|
0.02
|
|||
Net realized and unrealized gain on commodity futures contracts
|
1.73
|
|||
Total expenses
|
(0.72
|
)
|
||
Net increase in net asset value
|
1.05
|
|||
Net asset value end of period
|
$
|
40.11
|
||
Total Return
|
2.69
|
%
|
||
Ratios to Average Net Assets (Annualized)
|
||||
Total expense
|
2.15
|
%
|
||
Net investment loss
|
(2.09
|
)%
|
Per Share Operation Performance for commencement of operations (June 9, 2010) through September 30, 2010
|
||||
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
|
%
|
||
Net investment loss
|
(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 Corn Fund. The ratios, excluding non-recurring expenses, have been annualized.
Note 6 - Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Corn Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Corn Fund will not be obligated to reimburse the Sponsor.
Note 7 – Subsequent Events
For the period October 1, 2011 through November 9, 2011, CORN had three Redemption Baskets representing 300,000 shares and $12,588,325.
On October 31, 2011, the Fund filed a Form 8-K with the SEC which described modifications to the contractual relationship with Foreside Fund Services, LLC (“Foreside”), the Trust and the Sponsor. Foreside will continue to serve as the distributor for the Fund; however, as of October 1, 2011, the Distribution Consulting and Marketing Services Agreement that was previously in place between the parties has been terminated.
30
TEUCRIUM NATURAL GAS FUND
STATEMENTS OF ASSETS AND LIABILITIES
September 30,
2011
|
December 31, 2010
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Equity in BNY Mellon trading accounts:
|
||||||||
Cash and cash equivalents
|
$
|
1,648,544
|
$
|
100
|
||||
Collateral, due from broker
|
263,013
|
-
|
||||||
Interest receivable
|
14
|
-
|
||||||
Other assets
|
142,936
|
-
|
||||||
Total assets
|
2,054,507
|
100
|
||||||
Liabilities
|
||||||||
Commodity futures contracts
|
169,170
|
-
|
||||||
Management fee payable to sponsor
|
456
|
-
|
||||||
Other liabilities
|
64,236
|
-
|
||||||
Total liabilities
|
233,862
|
-
|
||||||
Net assets
|
$
|
1,820,645
|
$
|
100
|
||||
Shares outstanding
|
100,004
|
4
|
||||||
Net asset value per share
|
$
|
18.21
|
$
|
25.00
|
||||
Market value per share (closing price)
|
$
|
18.34
|
$
|
-
|
31
TEUCRIUM NATURAL GAS FUND
SCHEDULE OF INVESTMENTS
September 30, 2011
(Unaudited)
Fair
|
Percentage of
|
|||||||
Description: Assets
|
Value
|
Net Assets
|
||||||
Cash equivalents
|
||||||||
Money market funds
|
||||||||
Dreyfus Cash Management Plus
|
$
|
1,648,544
|
90.55
|
%
|
Fair
|
Percentage of
|
Notional
|
||||||||||
Description: Liabilities
|
Value
|
Net Assets
|
Amount
|
|||||||||
Commodity futures contracts
|
||||||||||||
United States natural gas futures contracts
|
||||||||||||
NYMEX natural gas futures (11 contracts, settlement date February 27, 2012)
|
$
|
97,504
|
5.35
|
%
|
$
|
452,100
|
||||||
NYMEX natural gas futures (11 contracts, settlement date March 28, 2012
|
49,634
|
2.73
|
450,670
|
|||||||||
NYMEX natural gas futures (11 contracts, settlement date September 26, 2012)
|
15,303
|
0.84
|
470,470
|
|||||||||
NYMEX natural gas futures (10 contracts, settlement date October 29, 2012)
|
6,729
|
0.37
|
443,800
|
|||||||||
$
|
169,170
|
9.29
|
%
|
$
|
1,817,040
|
32
TEUCRIUM NATURAL GAS FUND
STATEMENTS OF OPERATIONS
(Unaudited)
From the commencement
|
||||||||
Three months ended
|
of operations (February 1, 2011)
|
|||||||
September 30, 2011
|
through September 30, 2011
|
|||||||
Income
|
||||||||
Realized and unrealized loss on trading of commodity futures contracts:
|
||||||||
Realized loss on commodity futures contracts
|
$
|
(213,080
|
)
|
$
|
(541,020
|
)
|
||
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
(112,162
|
)
|
(169,170
|
)
|
||||
Interest income
|
68
|
1,168
|
||||||
Total loss
|
(325,174
|
)
|
(709,022
|
)
|
||||
Expenses
|
||||||||
Management fees
|
456
|
4,084
|
||||||
Professional fees
|
13,866
|
72,718
|
||||||
Distribution and marketing fee
|
11,691
|
60,078
|
||||||
Custodian fees and expenses
|
11,758
|
64,852
|
||||||
Brokerage commissions
|
74
|
532
|
||||||
Other expenses
|
5,115
|
28,761
|
||||||
Total expenses
|
42,960
|
231,025
|
||||||
Net loss
|
$
|
(368,134
|
) |
$
|
(940,047
|
)
|
||
Net loss per share
|
$
|
(3.68
|
)
|
$
|
(6.79
|
)
|
||
Net loss per weighted average share
|
$
|
(3.68
|
)
|
$
|
(8.44
|
)
|
||
Weighted average shares outstanding
|
100,004
|
111,368
|
33
STATEMENT OF CHANGES IN NET ASSETS
(Unaudited)
From the commencement
|
||||
of operations (February 1, 2011)
|
||||
through September 30, 2011
|
||||
Operations
|
||||
Net loss
|
$
|
(940,047
|
)
|
|
Capital transactions
|
||||
Issuance of Shares
|
5,000,000
|
|||
Redemption of Shares
|
(2,239,408
|
)
|
||
Total capital
|
2,760,592
|
|||
Net change in net assets
|
1,820,545
|
|||
Net assets, beginning of period
|
100
|
|||
Net assets, end of period
|
$
|
1,820,645
|
||
Net asset value per share at beginning of period
|
$
|
25.00
|
||
At end of period
|
$
|
18.21
|
34
TEUCRIUM NATURAL GAS FUND
STATEMENT OF CASH FLOWS
(Unaudited)
From the commencement
|
||||
of operations (February 1, 2011)
|
||||
through September 30, 2011
|
||||
Cash flows from operating activities:
|
||||
Net loss
|
$
|
(940,047
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
169,170
|
|||
Changes in operating assets and liabilities:
|
||||
Collateral, due from broker
|
(263,013
|
)
|
||
Interest receivable
|
(14
|
)
|
||
Other assets
|
(142,936
|
)
|
||
Management fee payable to Sponsor
|
456
|
|||
Other liabilities
|
64,236
|
|||
Net cash used in operating activities
|
(1,112,148
|
)
|
||
Cash flows from financing activities:
|
||||
Proceeds from sale of Shares
|
5,000,000
|
|||
Redemption of Shares
|
(2,239,408
|
)
|
||
Net cash provided by financing activities
|
2,760,592
|
|||
Net change in cash and cash equivalents
|
1,648,444
|
|||
Cash and cash equivalents, beginning of period
|
100
|
|||
Cash and cash equivalents, end of period
|
$
|
1,648,544
|
35
NOTES TO FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)
Note 1 – Organization and Operation
Teucrium Natural Gas Fund (“NAGS” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. NAGS issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. NAGS continuously offers Creation Baskets consisting of 50,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Marketing Agent”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “NAGS,” 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 natural gas 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 NAGS is to have the daily changes in percentage terms of the Shares’ NAV reflect the daily changes in percentage terms of a weighted average of the following: the nearest to spot month March, April, October and November Henry Hub Natural Gas Futures Contracts traded on the New York Mercantile Exchange (“NYMEX”), weighted 25% equally in each contract month. (This weighted average of the four referenced Natural Gas Futures Contracts is referred to herein as the “NAGS Benchmark,” and the four Natural Gas Futures Contracts that at any given time make up the Benchmark are referred to herein as the “NAGS Benchmark Component Futures Contracts.”)
NAGS commenced investment operations on February 1, 2011 and has a fiscal year ending December 31. NAGS’ 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.
On October 22, 2010, NAGS’ initial registration of 40,000,000 shares on Form S-1 was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On February 1, 2011 NAGS listed its shares on the NYSE Arca under the ticker symbol “NAGS”. On the day prior to that, NAGS issued 200,000 shares in exchange for $5,000,000 at NAGS’ initial NAV of $25 per share. NAGS also commenced investment operations on February 1, 2011 by purchasing commodity futures contracts traded on the NYMEX. On December 31, 2010 NAGS had four shares outstanding which were owned by the Sponsor.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by 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 interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual report on Form 10-K and Form 10-K/A, as applicable. The operating results from the commencement of operations (February 1, 2011) through September 30, 2011 are not necessarily indicative of the results to be expected for the full year ending December 31, 2011.
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 fair market value 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. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. 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.
36
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 740-10, “Accounting for Uncertainty in Income Taxes,” 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 recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2011 or December 31, 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 period ended September 30, 2011 and the year ended December 31, 2010.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area 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.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 50,000 shares from NAGS. The amount of the proceeds required to purchase a Creation Basket will be equal to the net asset value of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from NAGS only in blocks of 50,000 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 statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed. For the period from commencement of operations (February 1, 2011) through September 30, 2011, the Sponsor had two Redemption and four Creation Baskets totaling a net addition to the Fund of 100,000 shares. As outlined in Amendment No 2 to Form S-1, 100,000 represents two Redemption Baskets for the Fund and a minimum level of shares. Therefore, as of March 3, 2011, the Sponsor determined that no further redemptions would be approved until such a time as additional shares were created.
For the period July 1, 2011 through September 30, 2011, there were no Creation or Redemption Baskets for NAGS.
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 statements 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. NAGS had a balance of $1,648,544 and $0 in money market funds on September 30, 2011 and December 31, 2010, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities.
37
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 involves the 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, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect 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 options positions 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 open futures 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 the margin 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 options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
|
·
|
Taking the current market value of its total assets, and
|
|
·
|
Subtracting any liabilities.
|
The administrator, the Bank of New York Mellon, 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 Natural Gas Futures Contracts, the administrator uses the NYMEX closing price (typically 2:30 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 natural gas interests is determined based on the value of the commodity or futures contract underlying such natural gas 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 natural gas interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. 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 natural gas 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, custodial, 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. For the period July 1, 2011 through September 30, 2011, the Fund recorded $456 in management fees to the Sponsor. For the period from commencement of operations (February 1, 2011) through September 30, 2011, the Fund recorded $4,084 in management fees to the Sponsor. The Sponsor has waived, for a period and to be instituted again at the Sponsor’s discretion, the management fee for this Fund. This action by the Sponsor resulted in an approximate $11,000 reduction in expenses to the Fund for the period commencement of operations (February 1, 2011) through September 30, 2011. 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 its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. On July 29, 2011, the Sponsor filed a Form 8-K with the SEC which stated that effective August 1, 2011, the Sponsor has agreed to voluntarily cap the management fee and expenses of NAGS at 1.5% per annum of the daily net assets of the Fund. The cap may be terminated by the Sponsor at any time with 90 days’ notice. Certain aggregate expenses common to all funds managed by the Sponsor are allocated to each fund based on activity drivers deemed most appropriate by the Sponsor for such expenses.
38
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
In accordance with GAAP, 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. In accordance with GAAP, 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. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statement of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the Chicago Board of Trade (“CBOT”) or the New York Mercantile Exchange (“NYMEX”), or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
39
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 created or redeemed based on the amount of time the units were outstanding during such period.
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” ASU No. 2011-04 clarifies existing requirements for measuring fair value and for disclosure about fair value measurements in converged guidance of the FASB and the International Accounting Standards Board. The amendments are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The implementation of ASU No. 2011-04 is not expected to have a material impact on financial statement disclosures for the Trust or the Funds.
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 and liabilities measured at fair value as of September 30, 2011 (unaudited):
Balance
|
||||||||||||||||
Assets:
|
as of
|
|||||||||||||||
September 30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
|||||||||||||
Cash equivalents
|
$
|
1,648,544
|
$
|
-
|
$
|
-
|
$
|
1,648,544
|
Balance
|
||||||||||||||||
Liabilities:
|
as of
|
|||||||||||||||
September
30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
|||||||||||||
Commodity futures contracts
|
$
|
169,170
|
$
|
-
|
$
|
-
|
$
|
169,170
|
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 ended September 30, 2011, the Fund had invested only in natural gas 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.
40
The following tables identify the fair value amounts of derivative instruments included in the statement of assets and liabilities as derivative contracts, categorized by primary underlying risk, at September 30, 2011. 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 statement of operations as realized and unrealized gain on trading of commodity futures contracts, categorized by primary underlying risk, for the period ended, September 30, 2011 (unaudited).
At September 30, 2011, the fair value of derivative instruments were as follows:
Primary underlying risk
|
Asset derivatives
|
Liability derivatives
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
-
|
$
|
(169,170
|
)
|
The following is a summary of realized and unrealized gains and losses of the derivative instruments utilized by the Fund:
For the period July 1, 2011 to September 30, 2011
Realized loss on
|
Net change in unrealized loss
|
|||||||
Primary underlying risk
|
derivative instruments
|
on derivative instruments
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
(213,080
|
) |
$
|
(112,162
|
) |
For the period from commencement of operations (February 1, 2011) to September 30, 2011
Realized loss on
|
Net change in unrealized loss
|
|||||||
Primary underlying risk
|
derivative instruments
|
on derivative instruments
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
(541,020
|
) |
$
|
(169,170
|
) |
Volume of Derivative Activities
At September 30, 2011, the notional amounts and number of contracts, categorized by primary underlying risk, were as follows:
Long exposure
|
||||||||
Notional
|
Number
|
|||||||
Primary underlying risk
|
amounts
|
of contracts
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
1,817,040
|
43
|
Note 5 - Financial Highlights
The following table presents per unit performance data and other supplemental financial data for the period from commencement of operations (February 1, 2011) through September 30, 2011. This information has been derived from information presented in the financial statements.
Per Share Operation Performance
|
||||
Net asset value at beginning of period
|
$
|
25.00
|
||
Income (loss) from investment operations:
|
||||
Investment income
|
0.01
|
|||
Net realized and unrealized loss on commodity futures contracts
|
(4.73
|
)
|
||
Total expenses
|
(2.07
|
)
|
||
Net decrease in net asset value
|
(6.79
|
)
|
||
Net asset value at end of period
|
$
|
18.21
|
||
Total Return
|
(27.16
|
)%
|
||
Ratios to Average Net Assets (Annualized)
|
||||
Total expense
|
14.14
|
%
|
||
Net investment loss
|
(14.07
|
)%
|
41
Total returns are calculated based on the change in value during the period. An individual shareholder’s total return and ratios 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 - 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 were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
Note 7 – Subsequent Events
On October 31, 2011, the Fund filed a Form 8-K with the SEC which described modifications to the contractual relationship with Foreside Fund Services, LLC (“Foreside”), the Trust and the Sponsor. Foreside will continue to serve as the distributor for the Fund; however, as of October 1, 2011, the Distribution Consulting and Marketing Services Agreement that was previously in place between the parties has been terminated.
42
TEUCRIUM WTI CRUDE OIL FUND
STATEMENTS OF ASSETS AND LIABILITIES
September
30, 2011
|
December 31, 2010
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Equity in BNY Mellon trading accounts:
|
||||||||
Cash and cash equivalents
|
$
|
4,470,225
|
$
|
100
|
||||
Collateral, due from broker
|
1,377,247
|
-
|
||||||
Interest receivable
|
39
|
-
|
||||||
Other assets
|
169,016
|
-
|
||||||
Total assets
|
6,016,527
|
100
|
||||||
Liabilities
|
||||||||
Commodity futures contracts
|
1,120,245
|
-
|
||||||
Management fee payable to Sponsor
|
4,327
|
-
|
||||||
Other liabilities
|
95,742
|
-
|
||||||
Total liabilities
|
1,220,314
|
-
|
||||||
Net assets
|
$
|
4,796,213
|
$
|
100
|
||||
Shares outstanding
|
125,002
|
2
|
||||||
Net asset value per share
|
$
|
38.37
|
$
|
50.00
|
||||
Market value per share (closing price)
|
$
|
38.08
|
$
|
-
|
The accompanying notes are an integral part of these financial statements.
43
TEUCRIUM WTI CRUDE OIL FUND
SCHEDULE OF INVESTMENTS
September 30, 2011
(Unaudited)
Fair
|
Percentage of
|
|||||||
Description: Assets
|
Value
|
Net Assets
|
||||||
Cash equivalents
|
||||||||
Money market funds
|
||||||||
Dreyfus Cash Management Plus
|
$
|
4,470,225
|
93.20
|
%
|
Fair
|
Percentage of
|
Notional
|
||||||||||
Description: Liabilities
|
Value
|
Net Assets
|
Amount
|
|||||||||
Commodity futures contracts
|
||||||||||||
United States WTI crude oil futures contracts
|
||||||||||||
WTI crude oil futures (21 contracts, settlement date November 18, 2011)
|
$
|
385,237
|
8.03
|
%
|
$
|
1,665,930
|
||||||
WTI crude oil futures (18 contracts, settlement date May 22, 2012)
|
421,543
|
8.79
|
1,450,080
|
|||||||||
WTI crude oil futures (20 contracts, settlement date November 16, 2012)
|
313,465
|
6.54
|
1,644,800
|
|||||||||
Total commodity futures contracts
|
$
|
1,120,245
|
23.36
|
%
|
$
|
4,760,810
|
The accompanying notes are an integral part of these financial statements.
44
TEUCRIUM WTI CRUDE OIL FUND
STATEMENTS OF OPERATIONS
(Unaudited)
From the commencement
|
||||||||
Three months ended
|
of operations (February 23, 2011)
|
|||||||
September 30, 2011
|
through September 30, 2011
|
|||||||
Income
|
||||||||
Realized and unrealized (loss) gain on trading of commodity futures contracts:
|
||||||||
Realized (loss) gain on commodity futures contracts
|
$
|
(45,320
|
) |
$
|
138,549
|
|||
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
(954,906
|
)
|
(1,120,245
|
)
|
||||
Interest income
|
183
|
1,601
|
||||||
Total loss
|
(1,000,043
|
)
|
(980,095
|
)
|
||||
Expenses
|
||||||||
Management fees
|
12,548
|
30,606
|
||||||
Professional fees
|
36,096
|
86,317
|
||||||
Distribution and marketing fee
|
29,678
|
70,968
|
||||||
Custodian fees and expenses
|
32,564
|
77,871
|
||||||
Brokerage commissions
|
137
|
448
|
||||||
Other expenses
|
14,504
|
34,681
|
||||||
Total expenses
|
125,527
|
300,891
|
||||||
Net loss
|
$
|
(1,125,570
|
)
|
$
|
(1,280,986
|
)
|
||
Net loss per share
|
$
|
(10.08
|
)
|
$
|
(11.63
|
)
|
||
Net loss per weighted average share
|
$
|
(10.05
|
)
|
$
|
(12.20
|
)
|
||
Weighted average shares outstanding
|
111,959
|
105,002
|
The accompanying notes are an integral part of these financial statements.
45
TEUCRIUM WTI CRUDE OIL FUND
STATEMENT OF CHANGES IN NET ASSETS
(Unaudited)
From the commencement
|
||||
of operations (February 23, 2011)
|
||||
through September 30, 2011
|
||||
Operations
|
||||
Net loss
|
$
|
(1,280,986
|
)
|
|
Capital transactions
|
||||
Issuance of Shares
|
6,077,099
|
|||
Net change in net assets
|
4,796,113
|
|||
Net assets, beginning of period
|
100
|
|||
Net assets, end of period
|
$
|
4,796,213
|
||
Net asset value per share at beginning of period
|
$
|
50.00
|
||
At end of period
|
$
|
38.37
|
46
STATEMENT OF CASH FLOWS
(Unaudited)
From the commencement
|
||||
of operations (February 23, 2011)
|
||||
through September 30, 2011
|
||||
Cash flows from operating activities:
|
||||
Net loss
|
$
|
(1,280,986
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
1,120,245
|
|||
Changes in operating assets and liabilities:
|
||||
Collateral, due from broker
|
(1,377,247
|
)
|
||
Interest receivable
|
(39
|
)
|
||
Other assets
|
(169,016
|
)
|
||
Management fee payable to Sponsor
|
4,327
|
|||
Other liabilities
|
95,742
|
|||
Net cash used in operating activities
|
(1,606,974
|
)
|
||
Cash flows from financing activities:
|
||||
Proceeds from sale of Shares
|
6,077,099
|
|||
Net cash provided by financing activities
|
6,077,099
|
|||
Net change in cash and cash equivalents
|
4,470,125
|
|||
Cash and cash equivalents, beginning of period
|
100
|
|||
Cash and cash equivalents, end of period
|
$
|
4,470,225
|
The accompanying notes are an integral part of these financial statements.
47
NOTES TO FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)
Note 1 – Organization and Operation
Teucrium WTI Crude Oil Fund (“CRUD” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. CRUD issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. CRUD continuously offers Creation Baskets consisting of 25,000 Shares at their net asset value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Marketing Agent”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “CRUD,” 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 crude oil 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 CRUD 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 futures contracts for WTI crude oil, also known as Texas Light Sweet Crude Oil (“Oil Futures Contracts”) traded on the NYMEX, specifically (1) the nearest to spot June or December Oil Futures Contract, weighted 35%; (2) the June or December Oil Futures Contract following the aforementioned (1), weighted 30%; and (3) the next December Oil Future Contract that immediately follows the aforementioned (2), weighted 35%. (This weighted average of the three referenced WTI Crude Oil Futures Contracts is referred to herein as the “CRUD Benchmark,” and the three WTI Crude Oil Futures Contracts that at any given time make up the Benchmark are referred to herein as the “CRUD Benchmark Component Futures Contracts.”)
CRUD commenced investment operations on February 23, 2011 and has a fiscal year ending December 31. CRUD’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.
On October 22, 2010, CRUD’s initial registration of 15,000,000 shares on Form S-1 was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On February 23, 2011 CRUD listed its shares on the NYSE Arca under the ticker symbol “CRUD.” On the day prior to that, CRUD issued 100,000 shares in exchange for $5,000,000 at CRUD’s initial NAV of $50 per share. CRUD also commenced investment operations on February 23, 2011 by purchasing commodity futures contracts traded on the NYMEX. On December 31, 2010, CRUD had two shares outstanding which were owned by the Sponsor.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by 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 interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K and Form 10-K/A, as applicable. The operating results from the commencement of operations (February 23, 2011) through September 30, 2011 are not necessarily indicative of the results to be expected for the full year ending December 31, 2011.
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 fair market value 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. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. 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.
48
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 740-10, “Accounting for Uncertainty in Income Taxes,” 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 recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2011 or December 31, 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 period ended September 30, 2011 and the year ended December 31, 2010.
The Fund may be subject to potential examination by U.S. federal, U.S. state or foreign jurisdictional authorities in the area 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.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from CRUD. The amount of the proceeds required to purchase a Creation Basket will be equal to the net asset value of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from CRUD only in blocks of 25,000 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 statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed. For the period from commencement of operations (February 23, 2011) through September 30, 2011, the Sponsor had five Creation Baskets and no Redemption Baskets resulting in a net addition of 125,000 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 statements 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. CRUD had a balance of $4,470,225 and $0 in money market funds at September 30, 2011 and December 31, 2010, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities.
49
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 involves the 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, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect 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 options positions 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 open futures 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 the margin 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 options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
|
·
|
Taking the current market value of its total assets, and
|
|
·
|
Subtracting any liabilities.
|
The administrator, the Bank of New York Mellon, 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 WTI Crude Oil Futures Contracts, the administrator uses the NYMEX closing price (typically 2:30 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 crude oil interests is determined based on the value of the commodity or futures contract underlying such crude oil 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 crude oil interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. 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 crude oil 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, custodial, 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. For the period from July 1, 2011 through September 30, 2011, the Fund recorded $12,548 in management fees to the Sponsor. For the period from commencement of operations (February 23, 2011) through September 30, 2011, the Fund recorded $30,606 in management fees to the Sponsor. 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 its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all funds managed by the Sponsor are allocated to each fund based on activity drivers deemed most appropriate by the Sponsor for such expenses.
50
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
In accordance with GAAP, 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. In accordance with GAAP, 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. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statement of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the Chicago Board of Trade (“CBOT”) or the New York Mercantile Exchange (“NYMEX”), or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
51
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 created or redeemed based on the amount of time the units were outstanding during such period.
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” ASU No. 2011-04 clarifies existing requirements for measuring fair value and for disclosure about fair value measurements in converged guidance of the FASB and the International Accounting Standards Board. The amendments are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The implementation of ASU No. 2011-04 is not expected to have a material impact on financial statement disclosures for the Trust or the Funds.
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 and liabilities measured at fair value as of September 30, 2011 (unaudited):
Balance
|
||||||||||||||||
Assets:
|
as of
|
|||||||||||||||
September 30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
|||||||||||||
Cash equivalents
|
$
|
4,470,225
|
$
|
-
|
$
|
-
|
$
|
4,470,225
|
Balance
|
||||||||||||||||
Liabilities:
|
as of
|
|||||||||||||||
September 30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
|||||||||||||
Commodity futures contracts
|
$
|
1,120,245
|
$
|
-
|
$
|
-
|
$
|
1,120,245
|
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 ended September 30, 2011, the Fund had invested only in crude oil 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.
52
The following tables identify the fair value amounts of derivative instruments included in the statement of assets and liabilities as derivative contracts, categorized by primary underlying risk, at September 30, 2011. 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 statement of operations as realized and unrealized gain on trading of commodity futures contracts, categorized by primary underlying risk, for the period ended September 30, 2011.
At September 30, 2011, the fair value of derivative instruments was as follows:
Primary underlying risk
|
Asset derivatives
|
Liability derivatives
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
-
|
$
|
(1,120,245
|
)
|
The following is a summary of realized and unrealized gains and losses of the derivative instruments utilized by the Fund:
For the period July 1, 2011 to September 30, 2011
Realized loss on
|
Net change in unrealized loss
|
|||||||
Primary underlying risk
|
derivative instruments
|
on derivative instruments
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
(45,320
|
) |
$
|
(954,906
|
)
|
For the period from commencement of operations (February 23, 2011) to September 30, 2011
Realized gain on
|
Net change in unrealized loss
|
|||||||
Primary underlying risk
|
derivative instruments
|
on derivative instruments
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
138,549
|
$
|
(1,120,245
|
)
|
Volume of Derivative Activities
At September 30, 2011, the notional amounts and number of contracts, categorized by primary underlying risk, were as follows:
Long exposure
|
||||||||
Notional
|
Number
|
|||||||
Primary underlying risk
|
amounts
|
of contracts
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
4,760,810
|
59
|
Note 5 - Financial Highlights
The following table presents per unit performance data and other supplemental financial data for the period from commencement of operations (February 23, 2011) through September 30, 2011. This information has been derived from information presented in the financial statements.
Per Share Operation Performance
|
||||
Net asset value at beginning of period
|
$
|
50.00
|
||
Income from investment operations:
|
||||
Investment income
|
0.02
|
|||
Net realized and unrealized loss on commodity futures contracts
|
(8.78
|
)
|
||
Total expenses
|
(2.87
|
)
|
||
Net decrease in net asset value
|
(11.63
|
)
|
||
Net asset value at end of period
|
$
|
38.37
|
||
Total Return
|
(23.26
|
)%
|
||
Ratios to Average Net Assets (Annualized)
|
||||
Total expense
|
9.84
|
%
|
||
Net investment loss
|
(9.79
|
)%
|
53
Total returns are calculated based on the change in value during the period. An individual shareholder’s total return and ratios 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 - 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, were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
On October 31, 2011, the Fund filed a Form 8-K with the SEC which described modifications to the contractual relationship with Foreside Fund Services, LLC (“Foreside”), the Trust and the Sponsor. Foreside will continue to serve as the distributor for the Fund; however, as of October 1, 2011, the Distribution Consulting and Marketing Services Agreement that was previously in place between the parties has been terminated.
54
TEUCRIUM SOYBEAN FUND
STATEMENTS OF ASSETS AND LIABILITIES
September
30, 2011
|
December 31, 2010
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Equity in BNY Mellon trading accounts:
|
||||||||
Cash and cash equivalents
|
$
|
2,157,689
|
$
|
100
|
||||
Collateral, due from broker
|
342,410
|
-
|
||||||
Interest receivable
|
7
|
-
|
||||||
Total assets
|
2,500,106
|
100
|
||||||
Liabilities
|
||||||||
Commodity futures contracts
|
308,748
|
-
|
||||||
Net assets
|
$
|
2,191,358
|
$
|
100
|
||||
Shares outstanding
|
100,004
|
4
|
||||||
Net asset value per share
|
$
|
21.91
|
$
|
25.00
|
||||
Market value per share (closing price)
|
$
|
22.13
|
$
|
-
|
The accompanying notes are an integral part of these financial statements.
55
TEUCRIUM SOYBEAN FUND
SCHEDULE OF INVESTMENTS
September 30, 2011
(Unaudited)
Fair
|
Percentage of
|
|||||||
Description: Asset
|
Value
|
Net Assets
|
||||||
Cash equivalents
|
||||||||
Money market funds
|
||||||||
Dreyfus Cash Management Plus
|
$
|
2,157,689
|
98.46
|
%
|
Fair
|
Percentage of
|
Notional
|
||||||||||
Description: Liability
|
Value
|
Net Assets
|
Amount
|
|||||||||
Commodity futures contracts
|
||||||||||||
United States soybean futures contracts
|
||||||||||||
Soybean futures (13 contracts, settlement date January 13, 2012)
|
$
|
115,427
|
0.5.27
|
%
|
$
|
773,175
|
||||||
Soybean futures (11 contracts, settlement date March 14, 2012)
|
97,394
|
4.44
|
659,038
|
|||||||||
Soybean futures (13 contracts, settlement date November 14, 2012)
|
95,927
|
4.38
|
776,425
|
|||||||||
$
|
308,748
|
14.09
|
%
|
$
|
2,208,638
|
The accompanying notes are an integral part of these financial statements.
56
TEUCRIUM SOYBEAN FUND
STATEMENT OF OPERATIONS
(Unaudited)
From the commencement of operations
(September 19, 2011) through
September 30, 2011
|
||||
Income
|
||||
Realized and unrealized (loss) on trading of commodity futures contracts:
|
||||
Realized gain on commodity futures contracts
|
$
|
148
|
||
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
(308,748
|
)
|
||
Interest income
|
6
|
|||
Total loss
|
(308,594
|
)
|
||
Expenses
|
||||
Brokerage commissions
|
148
|
|||
Total expenses
|
148
|
|||
Net loss
|
$
|
(308,742
|
) | |
Net loss per share
|
$
|
(3.09
|
)
|
|
Net loss per weighted average share
|
$
|
(3.09
|
)
|
|
Weighted average shares outstanding
|
100,004
|
The accompanying notes are an integral part of these financial statements.
57
TEUCRIUM SOYBEAN FUND
STATEMENT OF CHANGES IN NET ASSETS
(Unaudited)
From the commencement
|
||||
of operations (September 19, 2011)
|
||||
through September 30, 2011
|
||||
Operations
|
||||
Net loss
|
$
|
(308,742
|
)
|
|
Capital transactions
|
||||
Issuance of Shares
|
2,500,000
|
|||
Net change in net assets
|
2,191,258
|
|||
Net assets, beginning of period
|
100
|
|||
Net assets, end of period
|
$
|
2,191,358
|
||
Net asset value per share at beginning of period
|
$
|
25.00
|
||
At end of period
|
$
|
21.91
|
The accompanying notes are an integral part of these financial statements.
58
TEUCRIUM SOYBEAN FUND
STATEMENT OF CASH FLOWS
(Unaudited)
From the commencement
|
||||
of operations (September 19, 2011)
|
||||
through September 30, 2011
|
||||
Cash flows from operating activities:
|
||||
Net loss
|
$
|
(308,742
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
308,748
|
|||
Changes in operating assets and liabilities:
|
||||
Collateral, due from broker
|
(342,410
|
)
|
||
Interest receivable
|
(7
|
)
|
||
Net cash used in operating activities
|
(342,411
|
)
|
||
Cash flows from financing activities:
|
||||
Proceeds from sale of Shares
|
2,500,000
|
|||
Net cash provided by financing activities
|
2,500,000
|
|||
Net change in cash and cash equivalents
|
2,157,589
|
|||
Cash and cash equivalents, beginning of period
|
100
|
|||
Cash and cash equivalents, end of period
|
$
|
2,157,689
|
The accompanying notes are an integral part of these financial statements.
59
NOTES TO FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)
Note 1 – Organization and Operation
Teucrium Soybean (“SOYB” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. SOYB issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. SOYB continuously offers Creation Baskets consisting of 25,000 Shares at their net asset value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Marketing Agent”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “SOYB,” 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 soybean 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 soybeans (“Soybean Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”). Except as described in the following paragraph, the three Soybean Futures Contracts will be: (1) second-to-expire CBOT Soybean Futures Contract, weighted 35%, (2) the third-to-expire CBOT Soybean Futures Contract, weighted 30%, and (3) the CBOT Soybean Futures Contract expiring in the November following the expiration month of the third-to-expire contract, weighted 35%.
SOYB commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. SOYB’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.
On June 17, 2011, SOYB’s initial registration of 10,000,000 shares on Form S-1 was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On September 19, 2011 SOYB listed its shares on the NYSE Arca under the ticker symbol “SOYB.” On the business day prior to that, SOYB issued 100,000 shares in exchange for $2,500,000 at SOYB’s initial NAV of $25 per share. SOYB also commenced investment operations on September 19, 2011 by purchasing soybean commodity futures contracts traded on the CBOT. On December 31, 2010, SOYB had four shares outstanding which were owned by the Sponsor.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by 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 interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K and Form 10-K/A, as applicable. The operating results from the commencement of operations (September 19, 2011) through September 30, 2011 are not necessarily indicative of the results to be expected for the full year ending December 31, 2011.
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 fair market value 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. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. 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.
60
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 740-10, “Accounting for Uncertainty in Income Taxes,” 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 recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2011 or December 31, 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 period ended September 30, 2011 and the year ended December 31, 2010.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area 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.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 50,000 shares from SOYB. The amount of the proceeds required to purchase a Creation Basket will be equal to the net asset value of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from SOYB only in blocks of 50,000 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 statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed. For the period from commencement of operations (September 19, 2011) through September 30, 2011, the Sponsor had two Creation Baskets totaling a net addition to the Fund of 100,000 shares. As outlined in Amendment No 1 to Form S-1, 100,000 shares represents two Redemption Baskets for the Fund and a minimum level of 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 statements 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. SOYB had a balance of $2,157,689 and $0 in money market funds at September 30, 2011 and December 31, 2010, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities.
61
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 involves the 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, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect 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 options positions 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 open futures 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 the margin 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 options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
|
·
|
Taking the current market value of its total assets, and
|
|
·
|
Subtracting any liabilities.
|
The administrator, the Bank of New York Mellon, 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 Soybean 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 soybean interests is determined based on the value of the commodity or futures contract underlying such soybean 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 soybean interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. 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 soybean 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, custodial, 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. For the period from commencement of operations (September 19, 2011) through September 30, 2011, the Fund recorded $0 in management fees to the Sponsor. 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 its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. For an initial period, the Sponsor waived any management fees and other expenses that may be paid by the Fund. This election is subject to change by the Sponsor, at its discretion. Certain aggregate expenses common to all funds managed by the Sponsor are allocated to each fund based on activity drivers deemed most appropriate by the Sponsor for such expenses.
62
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
In accordance with GAAP, 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. In accordance with GAAP, 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. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statement of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the Chicago Board of Trade (“CBOT”) or the New York Mercantile Exchange (“NYMEX”), or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of 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 created or redeemed based on the amount of time the units were outstanding during such period.
63
New Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” ASU No. 2011-04 clarifies existing requirements for measuring fair value and for disclosure about fair value measurements in converged guidance of the FASB and the International Accounting Standards Board. The amendments are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The implementation of ASU No. 2011-04 is not expected to have a material impact on financial statement disclosures for the Trust or the Funds.
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 and liabilities measured at fair value as of September 30, 2011 (unaudited):
Balance
|
||||||||||||||||
Assets:
|
as of
|
|||||||||||||||
September 30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
|||||||||||||
Cash equivalents
|
$
|
2,157,689
|
$
|
-
|
$
|
-
|
$
|
2,157,689
|
Balance
|
||||||||||||||||
Liabilities:
|
as of
|
|||||||||||||||
September 30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
|||||||||||||
Commodity futures contracts
|
$
|
308,748
|
$
|
-
|
$
|
-
|
$
|
308,748
|
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 ended September 30, 2011, the Fund had invested only in soybean 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.
64
The following tables identify the fair value amounts of derivative instruments included in the statement of assets and liabilities as derivative contracts, categorized by primary underlying risk, at September 30, 2011. 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 statement of operations as realized and unrealized gain on trading of commodity futures contracts, categorized by primary underlying risk, for the period ended September 30, 2011.
At September 30, 2011, the fair value of derivative instruments was as follows:
Primary underlying risk
|
Asset derivatives
|
Liability derivatives
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
-
|
$
|
(308,748
|
)
|
The following is a summary of realized and unrealized gains and losses of the derivative instruments utilized by the Fund:
For the period from commencement of operations (September 19, 2011) to September 30, 2011
Realized gain on
|
Net change in unrealized loss
|
|||||||
Primary underlying risk
|
derivative instruments
|
on derivative instruments
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$ | 148 | $ | (308,748 | ) |
Volume of Derivative Activities
At September 30, 2011, the notional amounts and number of contracts, categorized by primary underlying risk, were as follows:
Long exposure
|
||||||||
Notional
|
Number
|
|||||||
Primary underlying risk
|
amounts
|
of contracts
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
2,208,638
|
37
|
Note 5 - Financial Highlights
The following table presents per unit performance data and other supplemental financial data for the period from commencement of operations (September 19, 2011) through September 30, 2011. This information has been derived from information presented in the financial statements.
Per Share Operation Performance
|
||||
Net asset value at beginning of period
|
$
|
25.00
|
||
Income from investment operations:
|
||||
Investment income
|
-
|
|||
Expenses
|
-
|
|||
Net realized and unrealized loss on commodity futures contracts
|
(3.09
|
)
|
||
Net decrease in net asset value
|
(3.09
|
)
|
||
Net asset value at end of period
|
$
|
21.91
|
||
Total Return
|
(12.36
|
)%
|
||
Ratios to Average Net Assets (Annualized)
|
||||
Total expense
|
0.16
|
%
|
||
Net investment loss
|
(0.15
|
)%
|
65
Total returns are calculated based on the change in value during the period. An individual shareholder’s total return and ratios 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 - 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, were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
Note 7 – Subsequent Events
On October 31, 2011, the Fund filed a Form 8-K with the SEC which described modifications to the contractual relationship with Foreside Fund Services, LLC (“Foreside”), the Trust and the Sponsor. Foreside will continue to serve as the distributor for the Fund; however, as of October 1, 2011, the Distribution Consulting and Marketing Services Agreement that was previously in place between the parties has been terminated.
66
TEUCRIUM SUGAR FUND
STATEMENTS OF ASSETS AND LIABILITIES
September
30, 2011
|
December 31, 2010
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Equity in BNY Mellon trading accounts:
|
||||||||
Cash and cash equivalents
|
$
|
2,203,146
|
$
|
100
|
||||
Collateral, due from broker
|
260,664
|
-
|
||||||
Interest receivable
|
6
|
-
|
||||||
Total assets
|
2,463,816
|
100
|
||||||
Liabilities
|
||||||||
Commodity futures contracts
|
46,750
|
-
|
||||||
Net assets
|
$
|
2,417,066
|
$
|
100
|
||||
Shares outstanding
|
100,004
|
4
|
||||||
Net asset value per share
|
$
|
24.17
|
$
|
25.00
|
||||
Market value per share (closing price)
|
$
|
24.37
|
$
|
-
|
The accompanying notes are an integral part of these financial statements.
67
TEUCRIUM SUGAR FUND
SCHEDULE OF INVESTMENTS
September 30, 2011
(Unaudited)
Fair
|
Percentage of
|
|||||||
Description: Asset
|
Value
|
Net Assets
|
||||||
Cash equivalents
|
||||||||
Money market funds
|
||||||||
Dreyfus Cash Management Plus
|
$
|
2,203,146
|
91.15
|
%
|
Fair
|
Percentage of
|
Notional
|
||||||||||
Description: Liability
|
Value
|
Net Assets
|
Amount
|
|||||||||
Commodity futures contracts
|
||||||||||||
United States sugar futures contracts
|
||||||||||||
ICE sugar futures (31 contracts, settlement date April 30, 2012)
|
$
|
25,044
|
1.04
|
%
|
$
|
854,112
|
||||||
ICE sugar futures (27 contracts, settlement date June 29, 2012)
|
108
|
0.00
|
720,014
|
|||||||||
ICE sugar futures (32 contracts, settlement date February 28, 2013)
|
21,598
|
0.89
|
833,997
|
|||||||||
$
|
46,750
|
1.93
|
%
|
$
|
2,408,123
|
The accompanying notes are an integral part of these financial statements.
68
TEUCRIUM SUGAR FUND
STATEMENT OF OPERATIONS
(Unaudited)
From the commencement of operations
(September 19, 2011) through
September 30, 2011
|
||||
Income
|
||||
Realized and unrealized loss on trading of commodity futures contracts:
|
||||
Realized loss on commodity futures contracts
|
$
|
(35,682
|
) | |
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
(46,750
|
)
|
||
Interest income
|
6
|
|||
Total loss
|
(82,426
|
)
|
||
Expenses
|
||||
Brokerage commissions
|
608
|
|||
Total expenses
|
608
|
|||
Net loss
|
$
|
(83,034
|
) | |
Net loss per share
|
$
|
(0.83
|
)
|
|
Net loss per weighted average share
|
$
|
(0.83
|
)
|
|
Weighted average shares outstanding
|
100,004
|
The accompanying notes are an integral part of these financial statements.
69
TEUCRIUM SUGAR FUND
STATEMENT OF CHANGES IN NET ASSETS
(Unaudited)
From the commencement
|
||||
of operations (September 19, 2011)
|
||||
through September 30, 2011
|
||||
Operations
|
||||
Net loss
|
$
|
(83,034
|
)
|
|
Capital transactions
|
||||
Issuance of Shares
|
2,500,000
|
|||
Net change in net assets
|
2,416,966
|
|||
Net assets, beginning of period
|
100
|
|||
Net assets, end of period
|
$
|
2,417,066
|
||
Net asset value per share at beginning of period
|
$
|
25.00
|
||
At end of period
|
$
|
24.17
|
The accompanying notes are an integral part of these financial statements.
70
TEUCRIUM SUGAR FUND
STATEMENT OF CASH FLOWS
(Unaudited)
From the commencement
|
||||
of operations (September 19, 2011)
|
||||
through September 30, 2011
|
||||
Cash flows from operating activities:
|
||||
Net loss
|
$
|
(83,034
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
46,750
|
|||
Changes in operating assets and liabilities:
|
||||
Collateral, due from broker
|
(260,664
|
)
|
||
Interest receivable
|
(6
|
)
|
||
Net cash used in operating activities
|
(296,954
|
)
|
||
Cash flows from financing activities:
|
||||
Proceeds from sale of Shares
|
2,500,000
|
|||
Net cash provided by financing activities
|
2,500,000
|
|||
Net change in cash and cash equivalents
|
2,203,046
|
|||
Cash and cash equivalents, beginning of period
|
100
|
|||
Cash and cash equivalents, end of period
|
$
|
2,203,146
|
The accompanying notes are an integral part of these financial statements.
71
NOTES TO FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)
Note 1 – Organization and Operation
Teucrium Sugar (“CANE” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. CANE issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. CANE continuously offers Creation Baskets consisting of 50,000 Shares at their net asset value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Marketing Agent”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “CANE,” 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 sugar 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 sugar (“Sugar Futures Contracts”) that are traded on ICE Futures US (“ICE Futures”), specifically: (1) the second-to-expire Sugar No. 11 Futures Contract (a “Sugar No. 11 Futures Contract”), weighted 35%, (2) the third-to-expire Sugar No. 11 Futures Contract, weighted 30%, and (3) the Sugar No. 11 Futures Contract expiring in the March following the expiration month of the third-to-expire contract, weighted 35%.
CANE commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. CANE’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.
On June 17, 2011, CANE’s initial registration of 10,000,000 shares on Form S-1 was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On September 19, 2011 CANE listed its shares on the NYSE Arca under the ticker symbol “CANE.” On the business day prior to that, CANE issued 100,000 shares in exchange for $2,500,000 at CANE’s initial NAV of $25 per share. CANE also commenced investment operations on September 19, 2011 by purchasing commodity futures contracts traded on ICE. On December 31, 2010, CANE had four shares outstanding which were owned by the Sponsor.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by 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 interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K and Form 10-K/A, as applicable. The operating results from the commencement of operations (September 19, 2011) through September 30, 2011 are not necessarily indicative of the results to be expected for the full year ending December 31, 2011.
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 fair market value 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. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. 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.
72
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 740-10, “Accounting for Uncertainty in Income Taxes,” 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 recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2011 or December 31, 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 period ended September 30, 2011 and the year ended December 31, 2010.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area 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.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 50,000 shares from CANE. The amount of the proceeds required to purchase a Creation Basket will be equal to the net asset value of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from CANE only in blocks of 50,000 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 statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed. For the period from commencement of operations (September 19, 2011) through September 30, 2011, the Sponsor had two Creation Baskets totaling a net addition to the Fund of 100,000 shares. As outlined in Amendment No 1 to Form S-1, 100,000 shares represents two Redemption Baskets for the Fund and a minimum level of 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 statements 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. CANE had a balance of $2,203,146 and $0 in money market funds at September 30, 2011 and December 31, 2010, respectively; these balances are included in cash and cash equivalents on the statements 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 involves the 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.
73
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, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect 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 options positions 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 open futures 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 the margin 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 options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
|
·
|
Taking the current market value of its total assets, and
|
|
·
|
Subtracting any liabilities.
|
The administrator, the Bank of New York Mellon, 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 Sugar Futures Contracts, the administrator uses the ICE closing price (typically 2:00 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 sugar interests is determined based on the value of the commodity or futures contract underlying such sugar 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 sugar interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. 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 sugar 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, custodial, 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. For the period from commencement of operations (September 19, 2011) through September 30, 2011, the Fund recorded $0 in management fees to the Sponsor. 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 its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. For an initial period, the Sponsor waived any management fees and other expenses that may be paid by the Fund. This election is subject to change by the Sponsor, at its discretion. Certain aggregate expenses common to all funds managed by the Sponsor are allocated to each fund based on activity drivers deemed most appropriate by the Sponsor for such expenses.
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.
74
Fair Value - Definition and Hierarchy
In accordance with GAAP, 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. In accordance with GAAP, 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. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statement of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the Chicago Board of Trade (“CBOT”) or the New York Mercantile Exchange (“NYMEX”), or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of 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 created or redeemed based on the amount of time the units were outstanding during such period.
New Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” ASU No. 2011-04 clarifies existing requirements for measuring fair value and for disclosure about fair value measurements in converged guidance of the FASB and the International Accounting Standards Board. The amendments are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The implementation of ASU No. 2011-04 is not expected to have a material impact on financial statement disclosures for the Trust or the Funds.
75
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 and liabilities measured at fair value as of September 30, 2011 (unaudited):
Balance
|
||||||||||||||||
Assets:
|
as of
|
|||||||||||||||
September 30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
|||||||||||||
Cash equivalents
|
$
|
2,203,146
|
$
|
-
|
$
|
-
|
$
|
2,203,146
|
Balance
|
||||||||||||||||
Liabilities:
|
as of
|
|||||||||||||||
September 30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
|||||||||||||
Commodity futures contracts
|
$
|
46,750
|
$
|
-
|
$
|
-
|
$
|
46,750
|
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 ended September 30, 2011, the Fund had invested only in sugar 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 statement of assets and liabilities as derivative contracts, categorized by primary underlying risk, at September 30, 2011. 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 statement of operations as realized and unrealized gain on trading of commodity futures contracts, categorized by primary underlying risk, for the period ended September 30, 2011.
At September 30, 2011, the fair value of derivative instruments was as follows:
Primary underlying risk
|
Asset derivatives
|
Liability derivatives
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
-
|
$
|
(46,750
|
)
|
76
The following is a summary of realized and unrealized gains and losses of the derivative instruments utilized by the Fund:
For the period from commencement of operations (September 19, 2011) to September 30, 2011
Realized loss on
|
Net change in unrealized loss
|
|||||||
Primary underlying risk
|
derivative instruments
|
on derivative instruments
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
(35,682
|
) |
$
|
(46,750
|
)
|
Volume of Derivative Activities
At September 30, 2011, the notional amounts and number of contracts, categorized by primary underlying risk, were as follows:
Long exposure
|
||||||||
Notional
|
Number
|
|||||||
Primary underlying risk
|
amounts
|
of contracts
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
2,408,123
|
90
|
Note 5 - Financial Highlights
The following table presents per unit performance data and other supplemental financial data for the period from commencement of operations (September 19, 2011) through September 30, 2011. This information has been derived from information presented in the financial statements.
Per Share Operation Performance
|
||||
Net asset value at beginning of period
|
$
|
25.00
|
||
Income from investment operations:
|
||||
Investment income
|
-
|
|||
Net realized and unrealized loss on commodity futures contracts
|
(0.82
|
)
|
||
Total expenses
|
(0.01
|
)
|
||
Net decrease in net asset value
|
(0.83
|
)
|
||
Net asset value at end of period
|
$
|
24.17
|
||
Total Return
|
(3.32
|
)%
|
||
Ratios to Average Net Assets (Annualized)
|
||||
Total expense
|
0.66
|
%
|
||
Net investment loss
|
(0.65
|
)%
|
77
Total returns are calculated based on the change in value during the period. An individual shareholder’s total return and ratios 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 - 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, were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
Note 7 – Subsequent Events
On October 31, 2011, the Fund filed a Form 8-K with the SEC which described modifications to the contractual relationship with Foreside Fund Services, LLC (“Foreside”), the Trust and the Sponsor. Foreside will continue to serve as the distributor for the Fund; however, as of October 1, 2011, the Distribution Consulting and Marketing Services Agreement that was previously in place between the parties has been terminated.
78
STATEMENTS OF ASSETS AND LIABILITIES
September
30, 2011
|
December 31, 2010
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Equity in BNY Mellon trading accounts:
|
||||||||
Cash and cash equivalents
|
$
|
2,151,036
|
$
|
100
|
||||
Collateral, due from broker
|
349,064
|
-
|
||||||
Interest receivable
|
7
|
-
|
||||||
Total assets
|
2,500,107
|
100
|
||||||
Liabilities
|
||||||||
Commodity futures contracts
|
255,239
|
-
|
||||||
Net assets
|
$
|
2,244,868
|
$
|
100
|
||||
Shares outstanding
|
100,004
|
4
|
||||||
Net asset value per share
|
$
|
22.45
|
$
|
25.00
|
||||
Market value per share (closing price)
|
$
|
22.70
|
$
|
-
|
The accompanying notes are an integral part of these financial statements.
79
TEUCRIUM WHEAT FUND
SCHEDULE OF INVESTMENTS
September 30, 2011
(Unaudited)
Fair
|
Percentage of
|
|||||||
Description: Assets
|
Value
|
Net Assets
|
||||||
Cash equivalents
|
||||||||
Money market funds
|
||||||||
Dreyfus Cash Management Plus
|
$
|
2,151,036
|
95.82
|
%
|
Fair
|
Percentage of
|
Notional
|
||||||||||
Description: Liabilities
|
Value
|
Net Assets
|
Amount
|
|||||||||
Commodity futures contracts
|
||||||||||||
United States wheat futures contracts
|
||||||||||||
CBOT Wheat futures (24 contracts, settlement date March 14, 2012)
|
$
|
96,396
|
4.29
|
%
|
$
|
775,800
|
||||||
CBOT Wheat futures (20 contracts, settlement date May 14, 2012)
|
79,830
|
3.56
|
668,500
|
|||||||||
CBOT Wheat futures (22 contracts, settlement date December 14, 2012)
|
79,013
|
3.52
|
787,875
|
|||||||||
Total commodity futures contracts
|
$
|
255,239
|
11.37
|
%
|
$
|
2,232,175
|
The accompanying notes are an integral part of these financial statements.
80
TEUCRIUM WHEAT FUND
STATEMENT OF OPERATIONS
(Unaudited)
From the commencement of operations
(September 19, 2011) through
September 30, 2011
|
||||
Income
|
||||
Realized and unrealized gain(loss) on trading of commodity futures contracts:
|
||||
Realized gain on commodity futures contracts
|
$
|
344
|
||
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
(255,239
|
)
|
||
Interest income
|
7
|
|||
Total loss
|
(254,888
|
)
|
||
Expenses
|
||||
Brokerage commissions
|
344
|
|||
Total expenses
|
344
|
|||
Net loss
|
$
|
(255,232
|
) | |
Net loss per share
|
$
|
(2.55
|
)
|
|
Net loss per weighted average share
|
$
|
(2.55
|
)
|
|
Weighted average shares outstanding
|
100,004
|
The accompanying notes are an integral part of these financial statements.
81
TEUCRIUM WHEAT FUND
STATEMENT OF CHANGES IN NET ASSETS
(Unaudited)
From the commencement
|
||||
of operations (September 19, 2011)
|
||||
through September 30, 2011
|
||||
Operations
|
||||
Net loss
|
$
|
(255,232
|
)
|
|
Capital transactions
|
||||
Issuance of Shares
|
2,500,000
|
|||
Net change in net assets
|
2,244,768
|
|||
Net assets, beginning of period
|
100
|
|||
Net assets, end of period
|
$
|
2,244,868
|
||
Net asset value per share a t beginning of period
|
$
|
25.00
|
||
At end of period
|
$
|
22.45
|
The accompanying notes are an integral part of these financial statements.
82
TEUCRIUM WHEAT FUND
STATEMENT OF CASH FLOWS
(Unaudited)
From the commencement
|
||||
of operations (September 19, 2011)
|
||||
through September 30, 2011
|
||||
Cash flows from operating activities:
|
||||
Net loss
|
$
|
(255,232
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Net change in unrealized appreciation or depreciation on commodity futures contracts
|
255,239
|
|||
Changes in operating assets and liabilities:
|
||||
Collateral, due from broker
|
(349,064
|
)
|
||
Interest receivable
|
(7
|
)
|
||
Net cash used in operating activities
|
(349,064
|
)
|
||
Cash flows from financing activities:
|
||||
Proceeds from sale of Shares
|
2,500,000
|
|||
Net cash provided by financing activities
|
2,500,000
|
|||
Net change in cash and cash equivalents
|
2,150,936
|
|||
Cash and cash equivalents, beginning of period
|
100
|
|||
Cash and cash equivalents, end of period
|
$
|
2,151,036
|
The accompanying notes are an integral part of these financial statements.
83
NOTES TO FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)
Note 1 – Organization and Operation
Teucrium Wheat (“WEAT” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. WEAT issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. WEAT continuously offers Creation Baskets consisting of 50,000 Shares at their net asset value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Marketing Agent”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “WEAT,” 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 wheat 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 reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for wheat (“Wheat Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”), specifically: (1) the second-to-expire CBOT Wheat Futures Contract, weighted 35%, (2) the third-to-expire CBOT Wheat Futures Contract, weighted 30%, and (3) the CBOT Wheat Futures Contract expiring in the December following the expiration month of the third-to-expire contract, weighted 35%.
WEAT commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. WEAT’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.
On June 17, 2011, WEAT’s initial registration of 10,000,000 shares on Form S-1 was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On September 19, 2011 WEAT listed its shares on the NYSE Arca under the ticker symbol “WEAT.” On the business day prior to that, WEAT issued 100,000 shares in exchange for $2,500,000 at WEAT’s initial NAV of $25 per share. WEAT also commenced investment operations on September 19, 2011 by purchasing commodity futures contracts traded on the CBOT. On December 31, 2010, WEAT had four shares outstanding which were owned by the Sponsor.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by 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 interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K and Form 10-K/A, as applicable. The operating results from the commencement of operations (September 19, 2011) through September 30, 2011 are not necessarily indicative of the results to be expected for the full year ending December 31, 2011.
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 fair market value 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. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. 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.
84
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 740-10, “Accounting for Uncertainty in Income Taxes,” 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 recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2011 or December 31, 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 period ended September 30, 2011 and the year ended December 31, 2010.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area 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.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 50,000 shares from WEAT. The amount of the proceeds required to purchase a Creation Basket will be equal to the net asset value of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from WEAT only in blocks of 50,000 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 statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed. For the period from commencement of operations (September 19, 2011) through September 30, 2011, the Sponsor had two Creation Basket totaling a net addition to the Fund of 100,000 shares. As outlined in Amendment No 1 to Form S-1, 100,000 shares represents two Redemption Baskets for the Fund and a minimum level of 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 statements 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. WEAT had a balance of $2,151,036 and $0 in money market funds at September 30, 2011 and December 31, 2010, respectively; these balances are included in cash and cash equivalents on the statements 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 involves the 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.
85
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, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect 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 options positions 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 open futures 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 the margin 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 options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
|
·
|
Taking the current market value of its total assets, and
|
|
·
|
Subtracting any liabilities.
|
The administrator, the Bank of New York Mellon, 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 Wheat 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 wheat interests is determined based on the value of the commodity or futures contract underlying such wheat 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 wheat interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. 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 wheat 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, custodial, 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. For the period from commencement of operations (September 19, 2011) through September 30, 2011, the Fund recorded $0 in management fees to the Sponsor. 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 its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. For an initial period, the Sponsor waived any management fees and other expenses that may be paid by the Fund. This election is subject to change by the Sponsor, at its discretion. Certain aggregate expenses common to all funds managed by the Sponsor are allocated to each fund based on activity drivers deemed most appropriate by the Sponsor for such expenses.
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.
86
Fair Value - Definition and Hierarchy
In accordance with GAAP, 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. In accordance with GAAP, 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. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statement of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the Chicago Board of Trade (“CBOT”) or the New York Mercantile Exchange (“NYMEX”), or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of 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 created or redeemed based on the amount of time the units were outstanding during such period.
New Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” ASU No. 2011-04 clarifies existing requirements for measuring fair value and for disclosure about fair value measurements in converged guidance of the FASB and the International Accounting Standards Board. The amendments are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The implementation of ASU No. 2011-04 is not expected to have a material impact on financial statement disclosures for the Trust or the Funds.
87
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 and liabilities measured at fair value as of September 30, 2011 (unaudited):
Balance
|
||||||||||||||||
Assets:
|
as of
|
|||||||||||||||
September 30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
|||||||||||||
Cash equivalents
|
$
|
2,151,036
|
$
|
-
|
$
|
-
|
$
|
2,151,036
|
Balance
|
||||||||||||||||
Liabilities:
|
as of
|
|||||||||||||||
September
30,
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
2011
|
|||||||||||||
Commodity futures contracts
|
$
|
255,239
|
$
|
-
|
$
|
-
|
$
|
255,239
|
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 ended September 30, 2011, the Fund had invested only in wheat 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 statement of assets and liabilities as derivative contracts, categorized by primary underlying risk, at September 30, 2011. 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 statement of operations as realized and unrealized gain on trading of commodity futures contracts, categorized by primary underlying risk, for the period ended September 30, 2011.
At September 30, 2011, the fair value of derivative instruments was as follows:
Primary underlying risk
|
Asset derivatives
|
Liability derivatives
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
-
|
$
|
(255,239
|
)
|
88
The following is a summary of realized and unrealized gains and losses of the derivative instruments utilized by the Fund:
For the period from commencement of operations (September 19, 2011) to September 30, 2011
Realized gain on
|
Net change in unrealized loss
|
|||||||
Primary underlying risk
|
derivative instruments
|
on derivative instruments
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
344
|
$
|
(255,239
|
)
|
Volume of Derivative Activities
At September 30, 2011, the notional amounts and number of contracts, categorized by primary underlying risk, were as follows:
Long exposure
|
||||||||
Notional
|
Number
|
|||||||
Primary underlying risk
|
amounts
|
of contracts
|
||||||
Commodity price
|
||||||||
Commodity futures contracts
|
$
|
2,232,175
|
66
|
Note 5 - Financial Highlights
The following table presents per unit performance data and other supplemental financial data for the period from commencement of operations (September 19, 2011) through September 30, 2011. This information has been derived from information presented in the financial statements.
Per Share Operation Performance
|
||||
Net asset value at beginning of period
|
$
|
25.00
|
||
Income from investment operations:
|
||||
Investment income
|
-
|
|||
Net realized and unrealized loss on commodity futures contracts
|
(2.55
|
)
|
||
Total expenses
|
-
|
|||
Net decrease in net asset value
|
(2.55
|
)
|
||
Net asset value at end of period
|
$
|
22.45
|
||
Total Return
|
(10.20
|
)%
|
||
Ratios to Average Net Assets (Annualized)
|
||||
Total expenses
|
0.38
|
%
|
||
Net investment loss
|
(0.37
|
)%
|
Total returns are calculated based on the change in value during the period. An individual shareholder’s total return and ratios 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 - 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, were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
Note 7 – Subsequent Events
On October 31, 2011, the Fund filed a Form 8-K with the SEC which described modifications to the contractual relationship with Foreside Fund Services, LLC (“Foreside”), the Trust and the Sponsor. Foreside will continue to serve as the distributor for the Fund; however, as of October 1, 2011, the Distribution Consulting and Marketing Services Agreement that was previously in place between the parties has been terminated.
89
TEUCRIUM AGRICULTURAL FUND
STATEMENT OF ASSETS AND LIABILITIES
September 30, 2011
|
||||
(Unaudited)
|
||||
Assets
|
||||
Equity in BNY Mellon trading accounts:
|
||||
Cash
|
$
|
100
|
||
Total assets
|
100
|
|||
Net assets
|
$
|
100
|
||
Shares outstanding
|
2
|
|||
Net asset value per share
|
$
|
50.00
|
See accompanying notes.
90
NOTES TO STATEMENT OF ASSETS AND LIABILITIES
September 30, 2011
(Unaudited)
Note 1 — Organization and Business
Teucrium Agricultural Fund (the “Fund”) is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on September 11, 2009. The Fund operates pursuant to the Trust’s Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The Fund was formed on March 29, 2011 and is managed and controlled by Teucrium Trading, LLC (the “Sponsor”). The Sponsor is a limited liability company formed in Delaware on July 28, 2009 that is registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
On April 22, 2011, an initial registration statement was filed with the Securities and Exchange Commission (“SEC”). As of September 30, 2011 the Sponsor was awaiting SEC approval of that registration.
The investment objective of the Fund is to have the daily changes in percentage terms of the net asset value (“NAV”) of its common units (“Shares”) reflect the daily changes in percentage terms of a weighted average (the “Underlying Fund Average”) of the NAVs per share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund. The Fund does not intend to invest directly in futures contracts (“Futures Contracts”), although it reserves the right to do so in the future, including if an Underlying Fund ceases operations.
The investment objective of each Underlying Fund is to have the daily changes in percentage terms of its shares’ NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for certain Futures Contracts for the commodity specified in the Underlying Fund’s name. (This weighted average is referred to herein as the Underlying Fund’s “Benchmark,” the Futures Contracts that at any given time make up an Underlying Fund’s Benchmark are referred to herein as the Underlying Fund’s “Benchmark Component Futures Contracts,” and the commodity specified in the Underlying Fund’s name is referred to herein as its “Specified Commodity.”) Specifically, the Teucrium Corn Fund’s Benchmark is: (1) the second-to-expire Futures Contract for corn traded on the Chicago Board of Trade (“CBOT”), 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%. The Teucrium Wheat Fund’s Benchmark is: (1) the second-to-expire CBOT wheat Futures Contract, weighted 35%, (2) the third-to-expire CBOT wheat Futures Contract, weighted 30%, and (3) the CBOT wheat Futures Contract expiring in the December following the expiration month of the third-to-expire contract, weighted 35%. The Teucrium Soybean Fund’s Benchmark is: (1) the second-to-expire CBOT soybean Futures Contract, weighted 35%, (2) the third-to-expire CBOT soybean Futures Contract, weighted 30%, and (3) the CBOT soybean Futures Contract expiring in the November following the expiration month of the third-to-expire contract, weighted 35%, except that CBOT soybean Futures Contracts expiring in August and September will not be part of the Teucrium Soybean Fund’s Benchmark because of the less liquid market for these Futures Contracts. The Teucrium Sugar Fund’s Benchmark is: (1) the second-to-expire Sugar No. 11 Futures Contract traded on ICE Futures US (“ICE Futures”), weighted 35%, (2) the third-to-expire ICE Futures Sugar No. 11 Futures Contract, weighted 30%, and (3) the ICE Futures Sugar No. 11 Futures Contract expiring in the March following the expiration month of the third-to-expire contract, weighted 35%.
While the Fund expects to maintain substantially all of its assets in shares of the Underlying Funds at all times, the Fund may hold some residual amount of assets in obligations of the United States government (“Treasury Securities”) or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts). The Underlying Funds invest in Commodity Interests to the fullest extent possible without being leveraged or unable to satisfy their expected current or potential margin or collateral obligations with respect to their investments in Commodity Interests. After fulfilling such margin and collateral requirements, the Underlying Funds will invest the remainder of the proceeds from the sale of baskets in Treasury Securities or cash equivalents, and/or merely hold such assets in cash. Therefore, the focus of the Sponsor in managing the Underlying Funds is investing in Commodity Interests and in Treasury Securities, cash and/or cash equivalents. The Fund and Underlying Funds will earn interest income from the Treasury Securities and/or cash equivalents that it purchases and on the cash it holds through the Fund’s custodian, the Bank of New York Mellon (the “Custodian”).
Income Taxes
The Fund will be treated as a partnership for United States federal income tax purposes. 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.
91
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 740-10, “Accounting for Uncertainty in Income Taxes,” 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 recording a tax liability that reduces net assets. This policy has been applied to all existing tax positions upon the Fund’s initial adoption. Based on its analysis, the Fund has determined that the adoption of this policy did not have a material impact on the Fund’s financial statements upon adoption. 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 September 30, 2011.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area 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.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 100,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the net asset value of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
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 will receive the proceeds from shares sold or will pay for redeemed shares within three business days after the trade date of the purchase or redemption, respectively. The amounts due from Authorized Purchasers will be reflected in the Fund’s statement of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption will be reflected in the Fund’s statement of assets and liabilities as payable for shares redeemed.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
|
¨
|
Taking the current market value of its total assets, and
|
|
¨
|
Subtracting any liabilities.
|
The administrator, the Bank of New York Mellon, will calculate the NAV of the Fund once each trading day. It will calculate 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.
For purposes of the determining the Fund’s NAV, the Fund’s investments in the Underlying Funds will be valued based on the Underlying Funds’ NAVs. In turn, in determining the value of the Futures Contracts held by the Underlying Funds, the Administrator will use the closing price on the exchange on which they are traded. The Administrator will determine the value of all other Fund and Underlying 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 Swaps and over-the-counter Commodity Interests will be determined based on the value of the commodity or Futures Contract underlying such Commodity Interest, except that a fair value may be determined if the Sponsor believes that the Underlying Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of an Underlying Fund where necessary to reflect the “fair value” of a Futures Contract held by an Underlying Fund when a Futures Contract held by an Underlying Fund closes at its price fluctuation limit for the day. Treasury Securities held by the Fund or Underlying Funds will be valued by the Administrator using values received from recognized third-party vendors (such as Reuters) and dealer quotes. NAV will include any unrealized profit or loss on open Commodity Interests and any other credit or debit accruing to the Fund but unpaid or not received by the Fund.
92
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
New Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” ASU No. 2011-04 clarifies existing requirements for measuring fair value and for disclosure about fair value measurements in converged guidance of the FASB and the International Accounting Standards Board. The amendments are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The implementation of ASU No. 2011-04 is not expected to have a material impact on financial statement disclosures for the Trust or the Funds.
Note 2 - Organizational and Offering Costs
Expenses incurred in organizing of the Fund and the initial offering of the shares, including applicable SEC registration fees will be borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
93
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
Teucrium Commodity Trust (“Trust”) is a Delaware statutory trust organized on September 11, 2009, and is a series trust. The Teucrium Corn Fund (“CORN”) was the first commodity pool that is a series of the Trust, and as of June 9, 2010, shares of CORN could be purchased and sold on the New York Stock Exchange (“NYSE”) Arca. In 2010, registration statements were also 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. On April 22, 2011, an initial registration statement to register units was filed with the Securities and Exchange Commission (“SEC”) for the Teucrium Agricultural Fund (“TAGS”). This would represent an additional series of the Trust. All these series of the Trust for which registration statements had been filed and/or approved as of September 30, 2011 are collectively referred to as the “Funds” and singularly as the “Fund.” The Funds issue common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Trust and the Funds operate pursuant to the Trust’s Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”).
On October 22, 2010, the Forms S-1 for NAGS and CRUD were declared effective by the SEC. On January 31, 2011, four Creation Baskets for NAGS were issued representing 200,000 shares and $5,000,000. NAGS began trading on the NYSE Arca on February 1, 2011. On February 22, 2011, four Creation Baskets for CRUD were issued representing 100,000 shares and $5,000,000. CRUD began trading on the NYSE Arca on February 23, 2011. Amended registration statements for CANE, SOYB and WEAT were filed with the SEC on March 9, 2011, and, on June 17, 2011, the Forms S-1 for CANE, SOYB and WEAT were declared effective by the SEC. On September 16, 2011 two initial Creation Baskets for each fund, representing 100,000 shares and $2,500,000, for CANE, SOYB, and WEAT were issued. On September 19, 2011, CANE SOYB and WEAT started trading on the NYSE Arca. The Teucrium Corn Fund, the Teucrium Natural Gas Fund, the Teucrium WTI Crude oil Fund, the Teucrium Sugar Fund, the Teucrium Soybean Fund and the Teucrium Wheat Fund are collectively referred to herein as the “Operating Funds” and singularly referred to as an “Operating Fund.” As of September 30, 2011, the Form S-1 for TAGS has not yet been declared effective by the SEC.
The Funds are designed and managed so that 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 specific futures contracts. Each 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, as defined below. Each Operating Fund also holds United States Treasury Obligations and other high credit quality short-term fixed income securities for deposit with the commodity broker of the Funds as margin.
On September 30, 2011, the Company filed a Form 8-K with the SEC that included amendments to the Operating Agreement of Teucrium Trading, LLC reflecting changes to the officer positions and duties for the Trust and the Funds. Effective as of September 30, 2011, Teucrium and, as a result, the Funds and the Trust, will be managed both formally and operationally by three officers: (1) a Chief Executive Officer, (2) a Chief Investment Officer and President and (3) a Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer. The Chief Executive Officer will be responsible for the overall strategic direction of Teucrium and will have general control of its business. The Chief Investment Officer and President will be primarily responsible for trade operations and portfolio activities with respect to the Fund and each other fund that is a series of the Registrant. The Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer will act as Teucrium’s principal financial and accounting officer, which position will include the functions previously performed by the Treasurer (this position replaces the Treasurer position), and will administer Teucrium’s regulatory compliance program. Pursuant to the procedures specified in the LLC Agreement as of the Effective Date, (1) Dale Riker, formerly Teucrium’s Treasurer and Secretary, has been appointed as Teucrium’s Chief Executive Officer (Mr. Riker will retain his position as Teucrium’s Secretary), (2) Sal Gilbertie, formerly Teucrium’s President, has been appointed as Teucrium’s Chief Investment Officer and President, and (3) Barbara Riker has been appointed as Teucrium’s Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer. Ms. Riker is married to the current Chief Executive Officer of Teucrium, Mr. Riker.
94
The Investment Objective of the Funds
The investment objective of CORN is to have the daily changes in percentage terms of the Shares’ 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.
The investment objective of NAGS is to have the daily changes in percentage terms of the Shares’ NAV reflect the daily changes in percentage terms of a weighted average of the following: the nearest to spot month March, April, October and November Henry Hub Natural Gas Futures Contracts traded on the New York Mercantile Exchange (“NYMEX”), weighted 25% equally in each contract month.
The investment objective of CRUD is to have the daily changes in percentage terms of the Shares’ NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for futures contracts for WTI crude oil, also known as Texas Light Sweet crude oil (“Oil Futures Contracts”) traded on the NYMEX, specifically (1) the nearest to spot June or December Oil Futures Contract, weighted 35%; (2) the June or December Oil Futures Contract following the aforementioned (1), weighted 30%; and (3) the next December Oil Future Contract that immediately follows the aforementioned (2), weighted 35%.
The investment objective of SOYB is to have the daily changes in percentage terms of the Shares’ NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for soybeans (“Soybean Futures Contracts”) that are traded on the CBOT. The three Soybean Futures Contracts will generally be: (1) second-to-expire CBOT Soybean Futures Contract, weighted 35%, (2) the third-to-expire CBOT Soybean Futures Contract, weighted 30%, and (3) the CBOT Soybean Futures Contract expiring in the November following the expiration month of the third-to-expire contract, weighted 35%.
The investment objective of CANE is to have the daily changes in percentage terms of the Shares’ NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for sugar (“Sugar Futures Contracts”) that are traded on ICE Futures US (“ICE Futures”), specifically: (1) the second-to-expire Sugar No. 11 Futures Contract (a “Sugar No. 11 Futures Contract”), weighted 35%, (2) the third-to-expire Sugar No. 11 Futures Contract, weighted 30%, and (3) the Sugar No. 11 Futures Contract expiring in the March following the expiration month of the third-to-expire contract, weighted 35%.
The investment objective of WEAT is to have the daily changes in percentage terms of the Shares’ NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for wheat (“Wheat Futures Contracts”) that are traded on the CBOT, specifically: (1) the second-to-expire CBOT Wheat Futures Contract, weighted 35%, (2) the third-to-expire CBOT Wheat Futures Contract, weighted 30%, and (3) the CBOT Wheat Futures Contract expiring in the December following the expiration month of the third-to-expire contract, weighted 35%.
The investment objective of the TAGS is to have the daily changes in percentage terms of the net asset value (“NAV”) of its common units (“Shares”) reflect the daily changes in percentage terms of a weighted average (the “Underlying Fund Average”) of the NAVs per share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund.
This weighted average of the referenced specific Futures Contracts for each Fund is referred to herein as the “Benchmark,” and the specific Futures Contracts that at any given time make up the Benchmark for that Fund and are referred to herein as the “Benchmark Component Futures Contracts.”
The notional amount of each Benchmark Component Futures Contract included in each Benchmark is intended to reflect the changes in market value of each such Benchmark Component Futures Contract within the Benchmark. The closing level of each 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.
Each Benchmark is rebalanced periodically to ensure that each of the Benchmark Component Futures Contracts is weighted in the same proportion as in the investment objective for each Fund. The following tables reflect the September 30, 2011, Benchmark Component Futures Contracts weights for each of the Operating Funds:
95
CORN Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
||||||
CBOT Corn Futures
(1,186 contracts, settlement date March 14, 2012)
|
$
|
35,920,975
|
34
|
|||||
CBOT Corn Futures
(1,005 contracts, settlement date May 14, 2012)
|
30,828,375
|
30
|
||||||
CBOT Corn Futures
(1,328 contracts, settlement date December 14, 2012)
|
37,565,800
|
36
|
||||||
Total at September 30, 2011
|
$
|
104,315,150
|
100
|
%
|
NAGS Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
||||||
NYMEX Natural Gas Futures
(11 contracts, settlement date February 27, 2012)
|
$
|
452,100
|
25
|
|||||
NYMEX Natural Gas Futures
(11 contracts, settlement date March 28, 2012)
|
450,670
|
25
|
||||||
NYMEX Natural Gas Futures
(11 contracts, settlement date September 26, 2012)
|
470,470
|
25
|
||||||
NYMEX Natural Gas Futures
(10 contracts, settlement date October 29, 2012)
|
443,800
|
25
|
||||||
Total at September 30, 2011
|
$
|
1,817,040
|
100
|
%
|
CRUD Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
||||||
WTI Crude Oil Futures
(21 contracts, settlement date November 18, 2011)
|
$
|
1,665,930
|
35
|
|||||
WTI Crude Oil Futures
(18 contracts, settlement date May 22, 2012)
|
1,450,080
|
30
|
||||||
WTI Crude Oil Futures
(20 contracts, settlement date November 16, 2012)
|
1,644,800
|
35
|
||||||
Total at September 30, 2011
|
$
|
4,760,810
|
100
|
%
|
SOYB Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
||||||
CBOT Soybean Futures
(13 contracts, settlement date January 13, 2012)
|
$
|
773,175
|
35
|
|||||
CBOT Soybean Futures
(11 contracts, settlement date March 14, 2012)
|
659,038
|
30
|
||||||
CBOT Soybean Futures
(13 contracts, settlement date November 14, 2012)
|
776,425
|
35
|
||||||
Total at September 30, 2011
|
$
|
2,208,638
|
100
|
%
|
CANE Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
||||||
ICE Sugar Futures
(31 contracts, settlement date April 30, 2012)
|
$
|
854,112
|
35
|
|||||
ICE Sugar Futures
(27 contracts, settlement date June 29, 2012)
|
720,014
|
30
|
||||||
ICE Sugar Futures
(32 contracts, settlement date February 28, 2013)
|
833,997
|
35
|
||||||
Total at September 30, 2011
|
$
|
2,408,123
|
100
|
%
|
96
WEAT Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
||||||
CBOT Wheat Futures
(24 contracts, settlement date March 14, 2012)
|
$
|
775,800
|
35
|
|||||
CBOT Wheat Futures
(20 contracts, settlement date May 14, 2012)
|
668,500
|
30
|
||||||
CBOT Wheat Futures
(22 contracts, settlement date December 14, 2012)
|
787,875
|
35
|
||||||
Total at September 30, 2011
|
$
|
2,232,175
|
100
|
%
|
The price relationship between the near month Futures Contract to expire and the Benchmark Component Futures Contracts will vary and may impact both the total return of each Fund over time and the degree to which such total return tracks the total return of the price indices related to the commodity of each Fund. 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 commodity 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 a Fund’s prices the value of the Benchmark Component Futures Contracts would tend to rise as they approach expiration.
The total portfolio composition for each Operating Fund is disclosed each business day that the NYSE Arca is open for trading on the Fund’s website. The website for CORN is www.teucriumcornfund.com; for NAGS is www.teucriumnagsfund.com; for CRUD is www.teucriumcrudfund.com; for CANE is www.teucriumcanefund.com; for SOYB is www.teucriumsoybfund.com; for WEAT is www.teucriumweatfund.com . These sites are accessible at no charge. The website disclosure of portfolio holdings is made daily and includes, as applicable, the name and value of each Futures Contract and Cleared Swap (for example, 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 Interests (in addition to futures contracts, options on futures contracts and cleared swaps, derivative contracts) that are tied to various commodities are entered into outside of public exchanges. These “over-the-counter” contracts are entered into between two parties in private contracts. For example, unlike 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 Interests, the name and value of each Treasury security and cash equivalent, and the amount of cash held in the Fund’s portfolio.
Consistent with achieving a Fund’s investment objective of closely tracking the Benchmark, the Sponsor may for certain reasons cause the Fund to enter into or hold Futures Contracts other than the Benchmark Component Futures Contracts, Cleared Swaps and/or Other 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, each Fund might enter into multiple Cleared Swaps and/or over-the-counter Interests intended to exactly replicate the performance of each of the Benchmark Component Futures Contracts for the Fund, or a single over-the-counter 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 Interest, the performance of the Interest will necessarily correlate exactly with the performance of the Benchmark or the applicable Benchmark Component Futures Contract. Each Fund might also enter into or hold Interests other than Benchmark Component Futures Contracts to facilitate effective trading, consistent with the discussion of the Fund’s “roll” strategy. In addition, each Fund might enter into or hold 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 to closely track that of the Benchmark of the Fund.
The Sponsor employs a “neutral” investment strategy intended to track the changes in the Benchmark of each Fund regardless of whether the Benchmark goes up or goes down. The Fund’s “neutral” investment strategy is designed to permit investors generally to purchase and sell the Fund’s Shares for the purpose of investing indirectly in the commodity-specific market in a cost-effective manner. Such investors may include participants in the specific industry and other industries seeking to hedge the risk of losses in their commodity specific-related transactions, as well as investors seeking exposure to that commodity market. Accordingly, depending on the investment objective of an individual investor, the risks generally associated with investing in the commodity-specific market and/or the risks involved in hedging may exist. In addition, an investment in a Fund involves the risks that the changes in the price of the Fund’s Shares will not accurately track the changes in the Benchmark, and that changes in the Benchmark will not closely correlate with changes in the price of the commodity on the spot market. The Sponsor does not intend to operate each Fund in a fashion such that its per share NAV equals, in dollar terms, the spot price of the commodity or the price of any particular commodity-specific Futures Contract.
97
The Sponsor
Teucrium Trading, LLC is the sponsor of the Trust and each of the series of the Trust. The Sponsor is a Delaware limited liability company, formed on July 28, 2009. The principal office is located at 232 Hidden Lake Road, Brattleboro, Vermont 05301. The Sponsor is registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and became a member of the National Futures Association (“NFA”) on November 10, 2009. The Trust and the Funds operate pursuant to the Trust Agreement.
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 Funds, and any other Fund 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 firms designated as “Authorized Purchasers” and to manage the Funds’ 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 Funds’ 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 providing 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 Funds.
Teucrium Trading, LLC designs the Funds to offer liquidity, transparency, and capacity in single-commodity investing for a variety of investors, including institutions and individuals, in an exchange-traded product format. The Funds have also been designed to mitigate the impacts of contango and backwardation, situations that can occur in the course of commodity trading which can affect the potential returns to investors. Backwardation is defined as a market condition in which a futures price of a commodity is lower in the distant delivery months than in the near delivery months, while contango, the opposite of backwardation, is defined as a condition in which distant delivery prices for futures exceed spot prices, often due to the costs of storing and insuring the underlying commodity.
Performance Summary
This report covers the period from January 1, 2011 or the commencement of operation, whichever is applicable, to September 30, 2011, for each Operating Fund. NAGS and CRUD commenced operations on February 1, 2011, and February 23, 2011, respectively, while CANE, SOYB and WEAT commenced operation on September 19, 2011.
The performance of each Operating Fund for the period January 1, 2011 to September 30, 2011 and the exchange-traded Shares are detailed below in “Results of Operations.” Past performance of a Fund is not necessarily indicative of future performance.
CORN Per Share Operation Performance
|
||||
Net asset value (“NAV”) at beginning of period
|
$
|
39.06
|
||
Income from investment operations:
|
||||
Investment income
|
0.02
|
|||
Net realized and unrealized gain on commodity futures contracts
|
1.73
|
|||
Total expenses
|
(0.72
|
)
|
||
Net increase in net asset value
|
1.05
|
|||
Net asset value end of period
|
$
|
40.11
|
||
Total Return
|
2.69
|
%
|
||
Ratios to Average Net Assets (Annualized)
|
||||
Total expense
|
2.15
|
%
|
||
Net investment loss
|
(2.09
|
)%
|
98
NAGS Per Share Operation Performance
|
||||
Net asset value (“NAV”) at beginning of period
|
$
|
25.00
|
||
Income (loss) from investment operations:
|
||||
Investment income
|
0.01
|
|||
Net realized and unrealized loss on commodity futures contracts
|
(4.73
|
)
|
||
Total expenses
|
(2.07
|
)
|
||
Net decrease in net asset value
|
(6.79
|
)
|
||
Net asset value end of period
|
$
|
18.21
|
||
Total Return
|
(27.16
|
)%
|
||
Ratios to Average Net Assets (Annualized)
|
||||
Total expense
|
14.14
|
%
|
||
Net investment loss
|
(14.07
|
)%
|
CRUD Per Share Operation Performance
|
||||
Net asset value (“NAV”) at beginning of period
|
$
|
50.00
|
||
Income from investment operations:
|
||||
Investment income
|
0.02
|
|||
Net realized and unrealized gain on commodity futures contracts
|
(8.78
|
) | ||
Total expenses
|
(2.87
|
)
|
||
Net decrease in net asset value
|
(11.63
|
)
|
||
Net asset value end of period
|
$
|
38.37
|
||
Total Return
|
(23.26
|
)%
|
||
Ratios to Average Net Assets (Annualized)
|
||||
Total expense
|
9.84
|
%
|
||
Net investment loss
|
(9.79
|
)%
|
SOYB Per Share Operation Performance
|
||||
Net asset value (“NAV”) at beginning of period
|
$
|
25.00
|
||
Income from investment operations:
|
||||
Investment income
|
-
|
|||
Net realized and unrealized gain on commodity futures contracts
|
(3.09
|
)
|
||
Total Expenses
|
-
|
|||
Net decrease in net asset value
|
(3.09
|
)
|
||
Net asset value end of period
|
$
|
21.91
|
||
Total Return
|
(12.36
|
)%
|
||
Ratios to Average Net Assets (Annualized)
|
||||
Total expense
|
0.16
|
%
|
||
Net investment loss
|
(0.15
|
)%
|
CANE Per Share Operation Performance
|
||||
Net asset value (“NAV”) at beginning of period
|
$
|
25.00
|
||
Income from investment operations:
|
||||
Investment income
|
-
|
|||
Net realized and unrealized gain on commodity futures contracts
|
(0.82
|
)
|
||
Total Expenses
|
(0.01
|
) | ||
Net decrease in net asset value
|
(0.83
|
)
|
||
Net asset value end of period
|
$
|
24.17
|
||
Total Return
|
(3.32
|
)%
|
||
Ratios to Average Net Assets (Annualized)
|
||||
Total expense
|
0.66
|
%
|
||
Net investment loss
|
(0.65
|
)%
|
99
WEAT Per Share Operation Performance
|
||||
Net asset value (“NAV”) at beginning of period
|
$
|
25.00
|
||
Income from investment operations:
|
||||
Investment income
|
-
|
|||
Net realized and unrealized gain on commodity futures contracts
|
(2.55
|
)
|
||
Total Expenses
|
-
|
|||
Net decrease in net asset value
|
(2.55
|
)
|
||
Net asset value end of period
|
$
|
22.45
|
||
Total Return
|
(10.20
|
)%
|
||
Ratios to Average Net Assets (Annualized)
|
||||
Total expense
|
0.38
|
%
|
||
Net investment loss
|
(0.37
|
)%
|
Calculating NAV
The NAV of each Fund is calculated by:
|
·
|
Taking the current market value of its total assets, and
|
|
·
|
Subtracting any liabilities.
|
The Administrator, the Bank of New York Mellon, calculates the NAV of each Operating 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 the Futures Contracts for each Operating Fund, the Administrator uses the closing price on the exchange on which the commodity is traded (typically 2:15 p.m. New York time for the CBOT, 2:30 p.m., New York time, for the NYMEX, and 2:00 p.m., New York time, for ICE). The Administrator determines the value of all other investments for each Operating Fund 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 Swaps and over-the-counter Interests will be determined based on the value of the commodity or Futures Contract underlying such Interest, except that a fair value may be determined if the Sponsor believes that a Fund is subject to significant credit risk relating to the counterparty to such Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of a specific Fund where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract of such Fund closes at its price fluctuation limit for the day. Treasury Securities held by the Operating Fund are valued by the Administrator using values received from recognized third-party vendors (such as Reuters) and dealer quotes. The NAV includes any unrealized profit or loss on open Interests and any other credit or debit accruing to each Fund but unpaid or not received by the Operating Fund.
In addition, in order to provide updated information relating to the Operating Funds for use by investors and market professionals, the NYSE Arca calculates and disseminates throughout the trading day an updated indicative fund value for each Operating Fund. The indicative fund value is calculated by using the prior day’s closing NAV per share of the Operating Fund as a base and updating that value throughout the trading day to reflect changes in the value of the Operating Fund’s commodity 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 for each Operating Fund. The 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, Soybean and Wheat Futures Contracts on the CBOT are 10:30 a.m., New York time, to 2:15 p.m. New York time, the normal trading hours for Natural Gas and WTI Crude Oil Futures Contracts on the NYMEX are 9:00 a.m., New York time, to 2:30 p.m., New York time, and the normal trading hours for Sugar Futures Contracts on ICE are 3:00 a.m., New York time to 2:00 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 Operating Fund’s Shares are traded on the NYSE Arca, but, for example, 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 values.
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 values 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 Shares of the Operating Funds on the NYSE Arca. Investors and market professionals are able throughout the trading day to compare the market price of each Operating Fund and its indicative fund value. If the market price of the Shares of an Operating Fund diverges significantly from the indicative fund value, market professionals will have an incentive to execute arbitrage trades. For example, if an Operating Fund appears to be trading at a discount compared to the indicative fund value, a market professional could buy an Operating Fund’s 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 an Operating Fund and the indicative fund value and thus can be beneficial to all market participants.
100
Critical Accounting Policies
The Trust’s critical accounting policies for all the Funds, those that are currently operating and those that will operate in the future, are as follows:
Preparation of the financial statements and related disclosures in conformity with U.S. generally-accepted accounting principles (“GAAP”) 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 Funds hold 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 Funds use 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 the notes within the financial statements in Item 1 for further information.
Unrealized gains or losses on open contracts are reflected in the statements 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 Funds earn interest on 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 Funds earn interest on funds held at the custodian at prevailing market rates earned on such investments.
Credit Risk
When any of the Funds enter into commodity Interests, it will be exposed to the credit risk that the counterparty will not be able to meet its obligations. For purposes of credit risk, the counterparty for the Futures Contracts traded on the CBOT, NYMEX, and ICE and for Cleared Swaps is the clearinghouse associated with those exchanges. In general, clearinghouses are backed by their members who may be required to share in the financial burden resulting from the nonperformance of one of their members, which should significantly reduce credit risk. Some foreign exchanges are not backed by their clearinghouse members but may be backed by a consortium of banks or other financial institutions. Unlike in the case of exchange-traded futures contracts, the counterparty to an over-the-counter Corn Interest contract is generally a single bank or other financial institution. As a result, there will be greater counterparty credit risk in over-the-counter transactions. There can be no assurance that any counterparty, clearinghouse, or their financial backers will satisfy their obligations to any of the Funds.
The Sponsor will attempt to manage the credit risk of each Fund by following certain trading limitations and policies. In particular, each Fund intends to post margin and collateral and/or hold liquid assets that will be equal to approximately the face amount of the Interests it holds. The Sponsor will implement procedures that will include, but will not be limited to, executing and clearing trades and entering into over-the-counter transactions only with parties it deems creditworthy and/or requiring the posting of collateral by such parties for the benefit of each Fund to limit its credit exposure.
Any commodity broker for any of the Funds, when acting as the futures commission merchant in accepting orders to purchase or sell futures contracts on United States exchanges, will be required by CFTC regulations to separately account for and treat as belonging to the Fund all of the Fund’s assets that relate to domestic futures contract trading. These commodity brokers are not allowed to commingle the assets of that Fund with the commodity broker’s other assets, although commodity brokers are allowed to commingle the assets of multiple customers in a bulk segregated account. In addition, the CFTC requires commodity brokers to hold in a secure account the assets of each Fund related to foreign futures contract trading.
101
Liquidity and Capital Resources
All of the sources of capital for each Fund are derived from the offering of Shares to Authorized Purchasers. Authorized Purchasers may then subsequently redeem such Shares. The Funds in turn allocate their net assets to commodities trading. A significant portion of the Net Asset Value is held in United States Treasury securities and cash and cash equivalents, which is used as margin for each Fund’s trading in commodities. The percentage that United States Treasury securities bear to the total net assets will vary from period to period as the market values of each Fund’s commodity Interests change. The balance of the net assets is held in each Fund’s commodity trading account. Interest earned on the Fund’s interest-bearing funds is paid to the Fund.
The investments of each Fund in commodity Interests may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, for the Corn Fund, 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 a Fund from promptly liquidating a position in Futures Contracts.
Market Risk
Trading in commodity Interests such as Futures Contracts will involve the Funds entering into contractual commitments to purchase or sell specific amounts of commodities at a specified date in the future. The gross or face amount of the contracts is expected to significantly exceed the future cash requirements of each Fund as each Fund intends to close out any open positions prior to the contractual expiration date. As a result, each 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 Funds consider 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 Funds to purchase a specific commodity will be limited to the aggregate face amount of the contacts held.
The exposure of the Funds to market risk will depend on a number of factors including the markets for the specific commodity, the volatility of interest rates and foreign exchange rates, the liquidity of the commodity-specific Interest markets and the relationships among the contracts held by each Fund.
Regulatory Environment
On July 21, 2010, “The Dodd-Frank Wall Street Reform and Consumer Protection Act” was signed into law. The Dodd-Frank Act includes provisions altering the regulation of commodity interests. Provisions in the new law include the requirement that position limits be established on a wide range of commodity interests including energy-based and other commodity futures contracts, certain cleared commodity swaps and certain over-the-counter commodity contracts; new registration, recordkeeping, capital and margin requirements for “swap dealers” and “major swap participants” as determined by the new law and applicable regulations; and the forced use of clearinghouse mechanisms for most swap transactions that are currently entered into in the over-the-counter market. Additionally, the new law requires the aggregation, for purposes of position limits, of all positions in commodity futures and certain commodity swaps held by a single entity and its affiliates, whether such positions exist on U.S. futures exchanges, non-U.S. futures exchanges, or in over-the-counter swaps. The CFTC, along with the SEC and other federal regulators, has been tasked with developing the rules and regulations enacting the provisions noted above. The CFTC has now issued proposed versions of all of the rules it is required to promulgate under the Dodd-Frank Act but continues to issue proposed versions of additional rules that it has authority to promulgate. In addition, the CFTC has begun to issue final rules under the Dodd-Frank Act and is expected to issue additional final rules during the last four months of 2011 and into 2012. The effect of future regulatory change on the Funds and the exact timing of such changes are impossible to predict but the change could be substantial and adverse. Specifically, the new law and the rules that are currently being and are expected to be promulgated thereunder may negatively impact the Funds’ abilities to meet their investment objectives either through limits or requirements imposed on them or on their counterparties. In particular, new position limits imposed the Funds or counterparties may impact the Funds’ ability to invest in a manner that most efficiently meets its investment objective and new requirements, including capital and mandatory clearing, may increase the cost of the Funds’ investments and doing business.
On January 13, 2011, the CFTC proposed new rules, which if implemented in their proposed form, would establish position limits and limit formulas for certain physical commodity futures and options executed pursuant to the rules of designated contract markets (i.e., certain regulated exchanges) and commodity swaps that are economically equivalent to such futures and options contracts. The CFTC has also proposed aggregate position limits that would apply across different trading venues to contracts based on the same underlying commodity. At this time, it is unknown precisely when such position limits would take effect. The CFTC’s position limits for futures contracts held during the last few days of trading in the near month contract to expire, which, under the CFTC’s proposed rule, would be substantially similar to the position limits currently set by the exchanges, could take effect as early as the fourth quarter of 2011. Based on the CFTC’s current proposal, other position limits would not take effect until March 2012 or later.
Off Balance Sheet Financing
As of September 30, 2011, neither the Trust nor any of the Funds 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 Funds. While the exposure of each Fund under these indemnification provisions cannot be estimated, they are not expected to have a material impact on the financial positions of each Fund.
102
Redemption Basket Obligation
Other than as necessary to meet the investment objective of the Funds and pay the contractual obligations described below, the Funds will require liquidity to redeem Redemption Baskets. Each 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 primary contractual obligations of each Fund 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 each Fund’s NAV, currently 1.00% of its average net assets. Each 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, custodial 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). On July 29, 2011, the Sponsor filed a Form 8-K with the SEC which stated that effective August 1, 2011, the Sponsor has agreed to voluntarily cap the management fee and expenses of NAGS at 1.5% per annum of the daily net assets of the Fund. The cap may be terminated by the Sponsor at any time with 90 days’ notice. For an initial period, the Sponsor waived any management fees and other expenses that may be paid by SOYB, CANE and WEAT; the funds that commenced operations on September 19, 2011. This election is subject to change by the Sponsor, at its discretion.
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 each Fund’s 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, each 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.
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 each Fund. In general, transaction costs on over-the-counter 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 Funds, including but not limited to the fees paid to the Custodian, fees paid to the Distributor and marketing expenses with respect to each Fund, are estimated to be 0.34% per Fund once the assets of the Fund reach $100 million. The Sponsor may, in its discretion, pay or reimburse a Fund for, or waive a portion of its management fee to offset, expenses that would otherwise be borne by that Fund.
Any general expenses of the Trust will be allocated among the Funds 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, Distributor 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 NAV and trading levels to meet investment objectives for each Fund 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 each Fund’s existence. The parties may terminate these agreements earlier for certain reasons listed in the agreements.
On October 31, 2011, the Fund filed a Form 8-K with the SEC which described modifications to the contractual relationship with Foreside Fund Services, LLC (“Foreside”), the Trust and the Sponsor. Foreside will continue to serve as the distributor for the Fund, however, as of October 1, 2011, the Distribution Consulting and Marketing Services Agreement that was previously in place between the parties has been terminated.
103
Market Outlook
The Corn Market
Corn is the most widely produced livestock feed grain in the United States, and the majority of the United States’ corn crop is used in livestock feed. Corn is also processed into food and industrial products, including starch, sweeteners, corn oil, and beverage and industrial alcohol. Additionally, corn is used in ethanol production.
The United States is the world’s leading producer and exporter of corn. Approximately 85% of U.S. produced corn is sold domestically, while approximately 15% is exported. Corn grain represented approximately 12 percent of all U.S. agricultural exports by value during 2008. Besides the United States, other principal world corn exporters include Argentina and China. Brazil, Ukraine, Romania, and South Africa also produce significant corn exports in certain years.
Standard Corn Futures Contracts trade on the CBOT in units of 5,000 bushels, although 1,000 bushel “mini-corn” Corn Futures Contracts also trade. Three grades of corn are deliverable under CBOT Corn Futures Contracts: Number 1 yellow, which may be delivered at 1.5 cents over the contract price; Number 2 yellow, which may be delivered at the contract price; and Number 3 yellow, which may be delivered at 1.5 cents under the contract price. There are five months each year in which CBOT Corn Futures Contracts expire: March, May, July, September and December.
The United States Department of Agriculture (“USDA”) publishes monthly and annual updates for U.S. domestic and worldwide corn production and consumption. These reports are available on the USDA’s website, www.usda.gov, at no charge. On October 12, 2011, the USDA released its monthly World Agricultural and Supply and Demand Estimates and estimated that for the Crop Year 2011-2012, the yield per acre for U.S. production would be 148.1 bushels per acre with 91.9 million acres planted and 83.9 million acres harvested. The total domestic supply of corn is similarly estimated to be 13,576 million bushels with total usage, including exports, forecast at 12,710 million bushels. The USDA projects that the resulting “Ending Stocks” or inventory will be 866 million bushels, down significantly from the 1,708 million bushels for the 2009-2010 Crop Year, and down from the 1,128 million bushels estimated for the 2010-2011 Crop Year. The USDA’s projected “Carry-out Days Supply,” which is defined as the Ending Stocks divided by the demand per day, is 24.9 days, down significantly from the 47.7 days in 2009-2010, but only down slightly for the 31.5 days for the USDA’s October 12 estimate for 2010-2011.
Natural Gas and the Natural Gas Market
Natural gas accounts for almost a quarter of U.S. energy consumption. The price of natural gas is established by the supply and demand conditions in the North American market, and more particularly, in the main refining center of the U.S. Gulf Coast. Natural gas has limited means of transportation and distribution and therefore is not a commodity with a “global” price. As a result, the natural gas market is mostly affected by events that happen locally or are confined to the North American Continent. The primary means for transporting natural gas is through pipeline, although natural gas may be liquefied in order to be transported outside the pipeline structure.
There are four main costs, therefore prices, associated with natural gas – wellhead price, transport (long-distance and local distribution), storage and delivery. Wellhead prices are deregulated in North America. Transportation costs are regulated by the National Energy Boards and local regulators regulate local distribution costs. Prices are also measured for different end-users such as residential usage, commercial, industrial or electrical utility. The largest share of the final price to all end-users is the distribution costs due to the limited means of distribution. Most large commercial users buy natural gas directly from producers or market makers, thereby reducing price.
Both weather and population changes affect consumption of natural gas. In addition, alternative fuels and competition from other sources of energy such as oil, wind energy and coal can affect the price of natural gas.
The natural gas market essentially constitutes an auction, where the highest bidder wins the supply. When markets are “strong” ( i.e., when demand is high and/or supply is low), the bidder must be willing to pay a higher premium to capture the supply. When markets are “weak” ( i.e., when demand is low and/or supply is high), a bidder may choose not to outbid competitors, waiting instead for later, possibly lower priced, supplies. Demand for natural gas by consumers, as well as agricultural, manufacturing and transportation industries, determines overall demand for natural gas. Since the precursors of product demand are linked to economic activity, natural gas demand will tend to reflect economic conditions.
The NYMEX is the world’s largest physical commodity futures exchange and the dominant market for the trading of energy and precious metals. The Natural Gas Futures Contracts trades in units of 10,000 MMBtu and is based on delivery at the Henry Hub in Louisiana, the nexus of 16 intra- and interstate natural gas pipeline systems that draw supplies from the region’s prolific gas deposits. The pipelines serve markets throughout the U.S. East Coast, the Gulf Coast, the Midwest and up to the Canadian border.
The United States Energy Information Administration (“EIA”) publishes daily, weekly, monthly and annual information regarding the natural gas industry, usage and supply estimates. The information is available on the EIA’s website, www.eia.gov, at no charge.
104
WTI Light, Sweet Crude Oil and the Oil Industry
WTI light, sweet crude oil comprises a blend of several U.S. domestic streams of crude oil delivered to Cushing, Oklahoma, where there are many intersecting pipelines and storage facilities, along with easy access to refiners and suppliers. WTI light, sweet crude oil flows both inbound and outbound from Cushing.
Light, sweet crudes are preferred by refiners because of the low sulfur content and relatively high yields of high-value products such as gasoline, diesel fuel, heating oil, and jet fuel. The price of light, sweet crude oil has historically exhibited periods of significant volatility.
Demand for petroleum products by consumers, as well as agricultural, manufacturing and transportation industries, determines demand for crude oil by refiners. Since product demand is linked to economic activity, crude oil demand will tend to reflect economic conditions. According to the U.S. Primary Energy Consumption by Source and Sector, for 2009, about 72% of petroleum was used for transportation, 22% by industry, 5% for residential and 1% for electricity production. Changes in consumer behavior, such as mass transportation initiatives, alternative fuels, and change in economic standards in China and India may change petroleum consumption. In addition, other factors such as weather also influence product and crude oil demand.
Crude oil supply is determined by economic, political and environmental factors. Oil prices (along with drilling costs, availability of attractive prospects for drilling, taxes and technology, among other factors) determine exploration and development spending, which influence output capacity with a lag. In the short run, production decisions by OPEC also affect supply and prices. Oil export embargoes represent other routes through which political developments move the market. Oil extraction may also have a significant impact on the environment, from accidents and routine activities such as seismic exploration and drilling. It is not possible to predict the aggregate effect of all or any combination of these factors.
The United States Energy Information Administration (“EIA”) publishes daily, weekly, monthly and annual information regarding the crude oil industry, usage and supply estimates. The information is available on the EIA’s website, www.eia.gov, at no charge.
The Soybean Market
Soybean production is concentrated in the central U.S., Brazil, Argentina, and China. The United States Department of Agriculture has estimated that, in 2009, the United States produced approximately 3.36 billion bushels of soybeans or approximately 36% of estimated world production.
The soybean processing industry converts soybeans into soybean meal, soybean hulls, and soybean oil. Soybean meal and soybean hulls are processed into soy flour or soy protein, which are used by livestock producers and the farm fishing industry as feed. Soybean oil is sold in multiple grades and is used by the food and chemical industries. The food industry uses soybean oil in cooking and salad dressings, baking and frying fats, and butter substitutes, among other uses. In addition, the soybean industry continues to introduce soy-based products as substitutes to various petroleum-based products including lubricants, plastics, ink, crayons and candles. Soybean oil is also converted to biodiesel for use as fuel.
Standard Soybean Futures Contracts trade on the CBOT in units of 5,000 bushels, although 1,000 bushel “mini-sized” Soybean Futures Contracts also trade. Three grades of soybean are deliverable under CBOT Soybean Futures Contracts: Number 1 yellow, which may be delivered at 6 cents per bushel over the contract price; Number 2 yellow, which may be delivered at the contract price; and Number 3 yellow, which may be delivered at 6 cents per bushel under the contract price. There are seven months each year in which CBOT Soybean Futures Contracts expire: January, March, May, July, August, September and November.
The United States Department of Agriculture (“USDA”) publishes monthly and annual updates for U.S. domestic and worldwide soybean production and consumption. These reports are available on the USDA’s website, www.usda.gov, at no charge. On October 12, 2011, the USDA released its monthly World Agricultural and Supply and Demand Estimates and estimated that for the Crop Year 2011-2012, the yield per acre for U.S. production would be 41.5 bushels per acre with 75.0 million acres planted and 73.7 million acres harvested. The total domestic supply of soybeans is similarly estimated to be 3,290 million bushels with total usage, including exports, forecast at 3,130 million bushels. The USDA projects that the resulting “Ending Stocks” or inventory will be 160 million bushels, up from the 151 million bushels for the 2009-2010 Crop Year, and down from the 215 million bushels estimated for the 2010-2011 Crop Year. The USDA’s projected “Carry-out Days Supply,” which is defined as the Ending Stocks divided by the demand per day, is 18.7 days, up from the 16.4 days in 2009-2010, but down slightly from the 23.9 days for the USDA’s October 12 estimate for 2010-2011.
The Sugar Market
Sugarcane accounts for about 70% of the world’s sugar production, and sugar beets account for the remainder of the world’s sugar production. Sugar manufacturers use sugar beets and sugarcane as the raw material from which refined sugar (sucrose) for industrial and consumer use is produced. Sugar is produced in various forms, including granulated, powdered, liquid, brown, and molasses. The food industry (in particular, producers of baked goods, beverages, cereal, confections, and dairy products) uses sugar and sugarcane molasses to make sugar-containing food products. Sugar beet pulp and molasses products are used as animal feed ingredients. Ethanol is an important by-product of sugarcane processing. Additionally, the material that is left over after sugarcane is processed is used to manufacture paper, cardboard, and “environmentally friendly” eating utensils.
105
In 2005, the leading producers of sugarcane were Brazil, India, and China, with Brazil producing about one-third of the world’s sugarcane. The principal world producers of sugar beets in 2005 included France, Germany, and the U.S.
The United States Department of Agriculture (“USDA”) publishes on U.S. domestic and worldwide sugar production and consumption. These reports are available on the USDA’s website, www.usda.gov, at no charge.
The Wheat Market
Wheat is used to produce flour, the key ingredient for breads, pasta, crackers and many other food products, as well as several industrial products such as starches and adhesives. Wheat by-products are used in livestock feeds. Wheat is the principal food grain produced in the United States, and the United States’ output of wheat is typically exceeded only by that of China, the European Union and India. Typically, almost half of the U.S. wheat crop is exported, although the United States also imports wheat, principally from Canada.
There are several types of wheat grown in the U.S., which are classified in terms of color, hardness, and growing season. CBOT Wheat Futures Contracts call for delivery of #2 soft red winter wheat, which is generally grown in the eastern third of the United States, but other types and grades of wheat may also be delivered in certain circumstances. (Grade #1 soft red winter wheat may be delivered at 3 cents per bushel over the contract price.) Winter wheat is planted in the fall and is harvested in the late spring or early summer of the following year, while spring wheat is planted in the spring and harvested in late summer or fall of the same year.
Standard Wheat Futures Contracts trade on the CBOT in units of 5,000 bushels, although 1,000 bushel “mini-wheat” Wheat Futures Contracts also trade. There are five months each year in which CBOT Corn Futures Contracts expire: March, May, July, September and December.
The United States Department of Agriculture (“USDA”) publishes monthly and annual updates for U.S. domestic and worldwide wheat production and consumption. These reports are available on the USDA’s website, www.usda.gov, at no charge. On October 12, 2011, the USDA released its monthly World Agricultural and Supply and Demand Estimates and estimated that for the Crop Year 2011-2012, the yield per acre for U.S. production would be 43.9 bushels per acre with 54.4 million acres planted and 45.7 million acres harvested. The total domestic supply of wheat is similarly estimated to be 2,990 million bushels with total usage, including exports, forecast at 2,153 million bushels. The USDA projects that the resulting “Ending Stocks” or inventory will be 837 million bushels, down from the 976 million bushels for the 2009-2010 Crop Year, and down from the 862 million bushels estimated for the 2010-2011 Crop Year. The USDA’s projected “Carry-out Days Supply,” which is defined as the Ending Stocks divided by the demand per day, is 141.9 days, down from the 176.5 days in 2009-2010, but up from the 121.5 days for the USDA’s October 12 estimate for 2010-2011.
The Operating Funds are new and have a limited operating history. Investing in commodity Interests subjects the Funds to the risks of the underlying commodity market, and this could result in substantial fluctuations in the price of each Fund’s Shares. Unlike mutual funds, the Funds generally will not distribute dividends to Shareholders. Investors may choose to use the Funds as a means of investing indirectly in the underlying commodity, and there are risks involved in such investments. The Sponsor has limited experience operating a commodity pool. Investors may choose to use the Funds as vehicles to hedge against the risk of loss, and there are risks involved in hedging activities.
During the period from January 1, 2011 through September, 2011, (for NAGS and CRUD for those days during this period after which those Funds had commenced operations) the average daily change in the NAV of CORN, CRUD and NAGS was within plus/minus 10 percent of the average daily change in the Benchmark of the Fund, as stated in the prospectus for each Fund. As CANE, SOYB and WEAT commenced operation on September 19, 2011 and were only trading for ten days before the September 30, 2011 quarter-end, information in this section is not presented for those three funds.
106
Frequency Distribution of Premiums and Discounts: NAV versus the 4pm Bid/Ask Midpoint on the NYSE Arca
CORN
The performance data above for the Teucrium Corn Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund’s 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. The NAVs reflected on this graph have not been adjusted for any particular day when CBOT corn futures were in a “lock limit” situation.
107
The performance data above for the Teucrium Natural Gas Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund’s 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.
CRUD
The performance data above for the Teucrium WTI Crude Oil Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund’s 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 charts presents information about the difference between the daily market price for Shares of each Operating Fund and the Operating Fund's reported Net Asset Value per share. The amount that an Operating Fund's market price is above the reported NAV is called the premium. The amount that an Operating 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 Operating Fund's NAV is calculated (usually 4:00 p.m., New York 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 Operating Fund traded within the premium/discount range indicated.
108
NEITHER THE PAST PERFORMANCE OF A FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
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 Dale Riker, its Principal Executive Officer, Sal Gilbertie, its President and Chief Investment Officer and Barbara 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, Dale Riker, the Chief Executive Officer, Sal Gilbertie, the President and Chief Investment Officer and Barbara Riker, the Chief Financial Officer of the Sponsor (collectively the Sponsor’s Executive Officers), 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 Executive Officers, as appropriate to allow timely decisions regarding required disclosure. The scope of the evaluation of the effectiveness of the design and operation of its disclosure controls and procedures covers both the Trust and each Fund thereof.
Changes in Internal Control over Financial Reporting
On September 30, 2011, the Company filed a Form 8-K with the SEC that included amendments to the Operating Agreement of Teucrium Trading, LLC reflecting changes to the officer positions and duties for the Trust and the Funds. Effective as of September 30, 2011, Teucrium and, as a result, the Funds and the Trust, will be managed both formally and operationally by three officers: (1) a Chief Executive Officer, (2) a Chief Investment Officer and President and (3) a Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer. The Chief Executive Officer will be responsible for the overall strategic direction of Teucrium and will have general control of its business. The Chief Investment Officer and President will be primarily responsible for trade operations and portfolio activities with respect to the Fund and each other fund that is a series of the Registrant. The Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer will act as Teucrium’s principal financial and accounting officer, which position will include the functions previously performed by the Treasurer (this position replaces the Treasurer position), and will administer Teucrium’s regulatory compliance program. Pursuant to the procedures specified in the LLC Agreement as of the Effective Date, (1) Dale Riker, formerly Teucrium’s Treasurer and Secretary, has been appointed as Teucrium’s Chief Executive Officer (Mr. Riker will retain his position as Teucrium’s Secretary), (2) Sal Gilbertie, formerly Teucrium’s President, has been appointed as Teucrium’s Chief Investment Officer and President, and (3) Barbara Riker has been appointed as Teucrium’s Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer. Ms. Riker is married to the current Chief Executive Officer of Teucrium, Mr. Riker.
PART II. OTHER INFORMATION
None.
Item 1A. Risk Factors.
Not applicable to Smaller Reporting Companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
|
(a)
|
On July 31, 2010, the Sponsor made the following capital contributions and received the following shares for that contribution prior to each 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:
|
|
1.
|
a $100 capital contribution to the Teucrium WTI Crude Oil Fund, a separate series of the Trust, in exchange for two shares of such fund;
|
|
2.
|
a $100 capital contribution to the Teucrium Natural Gas Fund, another series of the Trust, in exchange for four shares of such fund;
|
109
|
3.
|
a $100 capital contribution to the Teucrium Soybean Fund, another series of the Trust, in exchange for four shares of such fund;
|
|
4.
|
a $100 capital contribution to the Teucrium Sugar Fund, another series of the Trust, in exchange for four shares of such fund; and
|
|
5.
|
a $100 capital contribution to the Teucrium Wheat Fund, another series of the Trust, in exchange for four shares of such fund.
|
|
6.
|
a $100 capital contribution to the Teucrium Agricultural Fund, another series of the Trust, in exchange for two shares of such fund.
|
|
(b)
|
The registration statement on Form S-1 registering 30,000,000 common units, or “Shares,” of the Teucrium Corn Fund (File No. 333-162033) was declared effective on June 7, 2010. From October 1, 2010 through September 30, 2011, 2,700,000 Shares of the Fund were sold at an aggregate offering price of $112,678,258. The Fund paid fees to Foreside Fund Services, LLC for its services as Marketing Agent to the Fund from October 1, 2010 through September 30, 2011 in an amount equal to $151,743, resulting in net offering proceeds of $112,526,515. 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.
|
The registration statement on Form S-1 registering 40,000,000 common units, or “Shares,” of Teucrium Natural Gas Fund (File No. 333-167593) was declared effective on October 22, 2010. From February 1, 2011 (the commencement of the offering) through September 30, 2011, 200,000 Shares of the Fund were sold at an aggregate offering price of $5,000,000. The Fund paid fees to Foreside Fund Services, LLC for its services as Marketing Agent to the Fund through September 30, 2011 in an amount equal to $38,072, resulting in net offering proceeds of $4,961,928. The offering proceeds were invested in natural gas futures contracts and cash and cash equivalents in accordance with the Fund’s investment objective stated in the prospectus.
The registration statement on Form S-1 registering 15,000,000 common units, or “Shares,” of Teucrium WTI Crude Oil Fund (File No. 333-167594) was declared effective on October 22, 2010. From February 23, 2011 (the commencement of the offering) through September 30, 2011, 125,000 Shares of the Fund were sold at an aggregate offering price of $6,077,099. The Fund paid fees to Foreside Fund Services, LLC for its services as Marketing Agent to the Fund through September 30, 2011 in an amount equal to $ 55,141, resulting in net offering proceeds of $6,021,958. The offering proceeds were invested in crude oil futures contracts and cash and cash equivalents in accordance with the Fund’s investment objective stated in the prospectus.
The registration statement on Form S-1 registering 10,000,000 common units, or “Shares,” of Teucrium Soybean Fund (File No. 333-167590) was declared effective on June 17, 2011. From September 19, 2011 (the commencement of the offering) through September 30, 2011, 100,000 Shares of the Fund were sold at an aggregate offering price of $2,500,000. The Fund paid fees to Foreside Fund Services, LLC for its services as Marketing Agent to the Fund through September 30, 2011 in an amount equal to $0, resulting in net offering proceeds of $2,500,000. The offering proceeds were invested in soybean futures contracts and cash and cash equivalents in accordance with the Fund’s investment objective stated in the prospectus.
The registration statement on Form S-1 registering 10,000,000 common units, or “Shares,” of Teucrium Sugar Fund (File No. 333-167585) was declared effective on June 17, 2011. From September 19, 2011 (the commencement of the offering) through September 30, 2011, 100,000 Shares of the Fund were sold at an aggregate offering price of $2,500,000. The Fund paid fees to Foreside Fund Services, LLC for its services as Marketing Agent to the Fund through September 30, 2011 in an amount equal to $0, resulting in net offering proceeds of $2,500,000. The offering proceeds were invested in sugar futures contracts and cash and cash equivalents in accordance with the Fund’s investment objective stated in the prospectus.
The registration statement on Form S-1 registering 10,000,000 common units, or “Shares,” of Teucrium Wheat Fund (File No. 333-167591) was declared effective on June 17, 2011. From September 19, 2011 (the commencement of the offering) through September 30, 2011, 100,000 Shares of the Fund were sold at an aggregate offering price of $2,500,000. The Fund paid fees to Foreside Fund Services, LLC for its services as Marketing Agent to the Fund through September 30, 2011 in an amount equal to $0, resulting in net offering proceeds of $2,500,000. The offering proceeds were invested in wheat 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, 2011:
|
110
Period
|
Total Number of
Shares
Purchased
|
Average
Price
Paid per
Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
Maximum Number (or
Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs
|
||||||||||||
July 1, 2011 to July 31, 2011
|
100,000 | $ | 42.05 |
N/A
|
N/A
|
|||||||||||
Aug 1, 2011 to Aug 31, 2011
|
300,000 | $ | 45.39 |
N/A
|
N/A
|
|||||||||||
Sept 1, 2011 to Sept 30, 2011
|
100,000 | $ | 50.08 |
N/A
|
N/A
|
|||||||||||
Total
|
500,000 | $ | 45.66 |
Issuer Purchases of NAGS Shares: Nothing to Report
Issuer Purchases of CRUD Shares: Nothing to Report
Issuer Purchases of SOYB Shares: Nothing to Report
Issuer Purchases of CANE Shares: Nothing to Report
Issuer Purchases of WEAT Shares: Nothing to Report
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Reserved.
Item 5. Other Information.
Item 6. Exhibits.
The following exhibits are filed as part of this report as required under Item 601 of Regulation S-K:
3.1
|
Second Amended and Restated Declaration of Trust and Trust Agreement of the Registrant. (1)
|
|
3.2
|
Certificate of Trust of the Registrant. (2)
|
|
3.3
|
Instrument establishing the Fund. (3)
|
|
10.1
|
Form of Authorized Purchaser Agreement. (3)
|
|
10.2
|
Distribution Services Agreement. (1)
|
|
10.3
|
Amended and Restated Distribution Services Agreement. (4)
|
111
10.4
|
Amendment to Amended and Restated Distribution Services Agreement. (4)
|
|
10.5
|
Second Amendment to Amended and Restated Distribution Services Agreement. (4)
|
|
10.6
|
Global Custody Agreement. (5)
|
|
10.7
|
Services Agreement. (5)
|
|
10.8
|
Transfer Agency and Service Agreement. (5)
|
|
10.6
|
Distribution Consulting and Marketing Services Agreement. (1)
|
|
31.1
|
Certification by the Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (6)
|
|
31.2
|
Certification by the Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (6)
|
|
31.3
|
Certification by the Principal Financial Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (6)
|
|
32.1
|
Certification by the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (6)
|
|
32.2
|
Certification by the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (6)
|
|
32.3
|
Certification by the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (6)
|
(1)
|
Previously filed as like-numbered exhibit to Post-Effective Amendment No. 1 to Registration Statement No. 333-162033, filed on October 22, 2010 and incorporated by reference herein.
|
(2)
|
Previously filed as like-numbered exhibit to Registration Statement No. 333-162033, filed on September 21, 2009 and incorporated by reference herein.
|
(3)
|
Previously filed as like-numbered exhibit to Post-Effective Amendment No. 1 to Registration Statement No. 333-167590, filed on March 9, 2011 and incorporated by reference herein.
|
(4)
|
Previously filed as like-numbered exhibit to Registrant’s Current Report on Form 8-K for the Teucrium Corn Fund, filed on October 31, 2011 and incorporated by reference herein.
|
(5)
|
Previously filed as like-numbered exhibit to Pre-Effective Amendment No. 3 to Registration Statement No. 333-162033, filed on March 29, 2010 and incorporated by reference herein.
|
(6)
|
Filed herewith.
|
112
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:
|
/s/ Dale Riker
|
Name:
|
Dale Riker
|
Title:
|
Chief Executive Officer
|
By:
|
/s/ Barbara Riker
|
Name:
|
Barbara Riker
|
Chief Financial Officer
|
|
By:
|
/s/ Sal Gilbertie
|
Name:
|
Sal Gilbertie
|
Title:
|
President/Chief Investment Officer
|
Date: November 14, 2011 |
113