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Teucrium Commodity Trust - Quarter Report: 2015 September (Form 10-Q)


 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2015.

OR

o 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     o  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes     o 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    o   Accelerated filer    x
Non-accelerated filer    o   Smaller reporting company    o
(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).

 

o Yes     x No



Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date.

 

 

 

Total Number of Outstanding

Shares as of November 6, 2015

 

Teucrium Corn Fund 2,925,004
Teucrium Sugar Fund 400,004
Teucrium Soybean Fund 400,004
Teucrium Wheat Fund 2,825,004
Teucrium Agricultural Fund 50,002

 

 

 




Part I. FINANCIAL INFORMATION

 

Item 1.   Financial Statements.

 

Index to Financial Statements

 

 
Documents   Page
TEUCRIUM COMMODITY TRUST   1
     
Combined Statements of Assets and Liabilities at September 30, 2015 (Unaudited) and December 31, 2014   1
     
Combined Schedule of Investments at September 30, 2015 (Unaudited) and December 31, 2014   2
     
Combined Statements of Operations (Unaudited) for the three and nine months ended September 30, 2015 and 2014   4
     
Combined Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2015 and 2014   5
     
Combined Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2015 and 2014   6
     
Notes to Combined Financial Statements   7
     
TEUCRIUM CORN FUND   19
     
Statements of Assets and Liabilities at September 30, 2015 (Unaudited) and December 31, 2014   19
     
Schedule of Investments at September 30, 2015 (Unaudited) and December 31, 2014   20
     
Statements of Operations (Unaudited) for the three and nine months ended September 30, 2015 and 2014   22
     
Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2015 and 2014   23
     
Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2015 and 2014   24
     
Notes to Financial Statements   25
     
TEUCRIUM SOYBEAN FUND   33
     
Statements of Assets and Liabilities at September 30, 2015 (Unaudited) and December 31, 2014   33
     
Schedule of Investments at September 30, 2015 (Unaudited) and December 31, 2014   34
     
Statements of Operations (Unaudited) for the three and nine months ended September 30, 2015 and 2014   36
     
Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2015 and 2014   37
     
Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2015 and 2014   38
     
Notes to Financial Statements   39
     
TEUCRIUM SUGAR FUND   47
     
Statements of Assets and Liabilities at September 30, 2015 (Unaudited) and December 31, 2014   47
     
Schedule of Investments at September 30, 2015 (Unaudited) and December 31, 2014   48
     
Statements of Operations (Unaudited) for the three and nine months ended September 30, 2015 and 2014   50
     
Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2015 and 2014   51
     
Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2015 and 2014   52
     
Notes to Financial Statements   53
     
TEUCRIUM WHEAT FUND   62
     
Statements of Assets and Liabilities at September 30, 2015 (Unaudited) and December 31, 2014   62
     
Schedule of Investments at September 30, 2015 (Unaudited) and December 31, 2014   63
     
Statements of Operations (Unaudited) for the three and nine months ended September 30, 2015 and 2014   65
     
Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2015 and 2014   66
     
Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2015 and 2014   67
     
Notes to Financial Statements   68
     
TEUCRIUM AGRICULTURAL FUND   77
     
Statements of Assets and Liabilities at September 30, 2015 (Unaudited) and December 31, 2014   77
     
Schedule of Investments at September 30, 2015 (Unaudited) and December 31, 2014   78
     
Statements of Operations (Unaudited) for the three and nine months ended September 30, 2015 and 2014   80
     
Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2015 and 2014   81
     
Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2015 and 2014   82
     
Notes to Financial Statements   83
     

TEUCRIUM COMMODITY TRUST

COMBINED STATEMENTS OF ASSETS AND LIABILITIES

 

September 30, 2015

December 31, 2014

(Unaudited)
Assets
Cash and cash equivalents $ 100,066,158 $ 142,423,637
Interest receivable 5,626 9,995
Restricted cash      381,462        -  
Other assets 1,031,817 592,812
Equity in trading accounts:
Commodity futures contracts 1,409,605 4,381,263
Due from broker 11,824,216 2,966,006
Total equity in trading accounts 13,233,820 7,347,269
Total assets $ 114,718,884 $ 150,373,713
Liabilities
Management fee payable to Sponsor 87,178 131,827
Other liabilities 9,165 138,906
Payable for shares redeemed - 1,996,185
Equity in trading accounts:
Commodity futures contracts 5,192,144 2,694,018
Due to broker - 60,805
Total equity in trading accounts 5,192,144 2,754,823
Total liabilities 5,288,487 5,021,741
Net assets $ 109,430,397 $ 145,351,972

 

The accompanying notes are an integral part of these combined financial statements.

 

TEUCRIUM COMMODITY TRUST

COMBINED SCHEDULE OF INVESTMENTS

September 30, 2015
(Unaudited)

 

Percentage of
Description: Assets Fair Value Net Assets Shares
Cash equivalents
Money market funds
Fidelity Institutional Prime Money Market Portfolio (cost $6,140,985) $ 6,140,985 5.61 % 6,140,985
Notional Amount
(Long Exposure)
Commodity futures contracts
United States corn futures contracts                        
   CBOT corn futures MAY16 (1,034 contracts)   314,188       0.29   20,964,350  
   CBOT corn futures DEC16 (1,197 contracts)     545,887       0.50            24,598,350  
                   
United States soybean futures contracts                  
   CBOT soybean futures MAR16 (48 contracts)            42,925       0.04                2,153,400  
                   
United States sugar futures contracts                  
   ICE sugar futures JUL16 (78 contracts)            38,405       0.04                1,111,219  
                   
United States wheat futures contracts                  
CBOT wheat futures MAY16 (327 contracts)     468,200       0.43       8,571,488  
Total commodity futures contracts $ 1,409,605 1.30 % $ 57,398,807  
               Percentage of         Notional Amount  
Description: Liabilities      Fair Value        Net Assets        (Long Exposure)  
                         
Commodity futures contracts                        
United States corn futures contracts                        
   CBOT corn futures MAR16 (1,227 contracts)    $ 3,068,988       2.80    $  24,463,313  
                   
United States soybean futures contracts                  
   CBOT soybean futures JAN16 (56 contracts)                      147,838       0.14                        2,503,200  
   CBOT soybean futures NOV16 (57 contracts)                      199,562       0.18                        2,545,763  
                   
 United States sugar futures contracts                  
   ICE sugar futures MAY16 (91 contracts)                        57,971       0.05                        1,304,576  
   ICE sugar futures MAR17 (87 contracts)                      172,010       0.16                        1,296,926  
                   
United States wheat futures contracts                  
   CBOT wheat futures MAR16 (385 contracts)  
1,000,625       0.91
    10,000,375  
   CBOT wheat futures DEC16 (363 contracts)     545,150       0.50                       9,937,125  
Total commodity futures contracts   $ 5,192,144       4.74 %   $ 52,051,278  
                         
                       Shares  
Exchange-traded funds*                        
   Teucrium Corn Fund   $ 329,729       0.30 %                        14,008  
   Teucrium Soybean Fund     332,355       0.30              18,481  
   Teucrium Sugar Fund     358,874       0.33         41,024  
   Teucrium Wheat Fund     335,145       0.31          33,237  
Total exchange-traded funds (cost $2,193,554)
  $ 1,356,103       1.24 %        
                         
*
The Trust eliminates the shares owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities due to the fact that these represent holdings of the Underlying Funds owned by the Teucrium Agricultural Fund, which are included as shares outstanding of the Underlying Funds.

 

The accompanying notes are an integral part of these combined financial statements.

 

TEUCRIUM COMMODITY TRUST

COMBINED SCHEDULE OF INVESTMENTS

December 31, 2014


        Percentage of    
Description: Assets   Fair Value   Net Assets   Shares
         
Cash equivalents          
Money market funds            
Dreyfus Cash Management - Institutional (cost $142,419,068)   $ 142,419,068   97.98 %   142,419,068
     
      Notional Amount
      (Long Exposure)
Commodity futures contracts      
United States corn futures contracts      
CBOT corn futures MAY15 (1,868 contracts)   $ 3,492,987   2.40 %   $ 37,897,050
CBOT corn futures JUL15 (1,579 contracts)   158,650   0.11   32,566,875
     
United States wheat futures contracts      
CBOT wheat futures MAY15 (262 contracts)   687,450   0.47   7,787,950
CBOT wheat futures JUL15 (223 contracts)   42,176   0.03   6,662,125
Total commodity futures contracts   $ 4,381,263   3.01 %   $ 84,914,000
     
    Percentage of   Notional Amount
Description: Liabilities      Fair Value    Net Assets   (Long Exposure)
     
Commodity futures contracts      
United States corn futures contracts      
CBOT corn futures DEC15 (1,808 contracts)   $ 1,899,925   1.31 %   $ 38,058,400
     
United States soybean futures contracts      
CBOT soybean futures MAR15 (82 contracts)   7,612   0.01   4,196,350
CBOT soybean futures MAY15 (69 contracts)   126,663   0.09   3,555,225
CBOT soybean futures NOV15 (83 contracts)   142,738   0.10   4,172,825
     
United States sugar futures contracts      
ICE sugar futures MAY15 (55 contracts)   241,953   0.17   919,072
ICE sugar futures JUL15 (47 contracts)   98,930   0.07   802,760
ICE sugar futures MAR16 (51 contracts)   163,072   0.11   937,910
     
United States wheat futures contracts      
CBOT wheat futures DEC15 (254 contracts)   13,125   0.01   7,807,325
Total commodity futures contracts   $ 2,694,018   1.87 %   $ 60,449,867
     

      Shares
 Exchange-traded funds*                        
Teucrium Corn Fund   $ 413,423   0.28 %   15,533
Teucrium Soybean Fund   418,586   0.29   20,131
Teucrium Sugar Fund   414,243   0.28   35,024
Teucrium Wheat Fund   394,850   0.27   31,037
Total exchange-traded funds (cost $2,392,877)   $ 1,641,102   1.12 %  


* The Trust eliminates the shares owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities due to the fact that these represent holdings of the Underlying Funds owned by the Teucrium Agricultural Fund, which are included as shares outstanding of the Underlying Funds.


The accompanying notes are an integral part of these combined financial statements.

 

TEUCRIUM COMMODITY TRUST

COMBINED STATEMENTS OF OPERATIONS

(Unaudited)

 

  Three months ended   

Three months ended

  Nine months ended   

Nine months ended

  September 30, 2015   

September 30, 2014

  September 30, 2015   

September 30, 2014

Income                
Realized and unrealized loss on trading of commodity futures contracts:                
   Realized loss on commodity futures contracts $ (1,464,716   $ (19,450,244 ) $  (9,640,928   $ (14,349,410 )
Net change in unrealized appreciation or depreciation on commodity futures contracts   (12,999,597   (10,588,412 )   (5,469,783   (16,254,579 )
Interest income   80,676   8,463   122,964     31,284
Total loss   (14,383,637   (30,030,193 )   (14,987,747   (30,572,705 )
               
Expenses                
Management fees   298,551     315,995   879,464
    877,945
Professional fees   298,053     267,140   910,602     620,272
Distribution and marketing fees   525,681     496,661   1,161,981     1,269,569
Custodian fees and expenses   326,798     43,310   618,612     121,314
Business permits and licenses fees   10,125     17,520   77,246     150,141
General and administrative expenses   88,520     55,147   224,722     215,625
Brokerage commissions   5,351     52,243   36,775     99,845
Other expenses   17,771     26,261   45,367     56,080
Total expenses   1,570,850     1,274,277   3,954,769     3,410,791
             
Expenses waived by the Sponsor   (369,619    (181,352 )   (681,386   (408,686 )
Reimbursement of expenses previously waived   -     8,559
  -     379,753
     
     
Total expenses, net   1,201,231      1,101,484   3,273,383     3,381,858
               
Net loss $ (15,584,868   $ (31,131,677 ) $ (18,261,130   $ (33,954,563 )

 

The accompanying notes are an integral part of these combined financial statements.

 

TEUCRIUM COMMODITY TRUST

COMBINED STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

 

Nine months ended  Nine months ended     
September 30, 2015  September 30, 2014     
Operations
Net loss $ (18,261,130 ) $ (33,954,563 )
Capital transactions
   Issuance of Shares 29,655,798 172,806,601
Redemption of Shares (47,316,245 ) (62,200,943 )
Net change in the cost of the Underlying Funds 2
9,308
Total capital transactions (17,660,445 ) 110,614,966
 
Net change in net assets (35,921,575 ) 76,660,403
Net assets, beginning of period 145,351,972 64,866,910
Net assets, end of period $ 109,430,397 $ 141,527,313

 

The accompanying notes are an integral part of these combined financial statements.

 

TEUCRIUM COMMODITY TRUST

COMBINED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Nine months ended  Nine months ended     
September 30, 2015  September 30, 2014     
Cash flows from operating activities:
Net loss $ (18,261,130 ) $ (33,954,563 )
Adjustments to reconcile net loss to net cash used in operating activities:
Net change in unrealized appreciation or depreciation on commodity futures contracts 5,469,783
16,254,579
Changes in operating assets and liabilities:
Due from broker (8,858,210 ) (18,822,664 )
Interest receivable 8,961 (3,734 )
Restricted cash     (381,462      -  
Other assets (443,833 ) (338,960 )
Due to broker (60,805 ) (97,602 )
Management fee payable to Sponsor (44,649 ) 57,170
Other liabilities (129,504 ) 13,406
Net cash used in operating activities (22,700,849 ) (36,892,368 )
Cash flows from financing activities:
Proceeds from sale of Shares 29,655,798 172,806,601
Redemption of Shares (49,312,430 ) (62,200,943 )
   Net change in cost of the Underlying Funds 2
9,308
Net cash (used in) provided by  financing activities (19,656,630 ) 110,614,966
Net change in cash and cash equivalents (42,357,479 ) 73,722,598
Cash and cash equivalents, beginning of period 142,423,637 58,707,245
Cash and cash equivalents, end of period $ 100,066,158 $ 132,429,843

 

 The accompanying notes are an integral part of these combined financial statements.

 

 

NOTES TO COMBINED FINANCIAL STATEMENTS

September 30, 2015
(Unaudited)

Note 1 – Organization and Operation


Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on September 11, 2009, is a series trust consisting of five series: Teucrium Corn Fund (“CORN”), Teucrium Sugar Fund (“CANE”), Teucrium Soybean Fund (“SOYB”), Teucrium Wheat Fund (“WEAT”), and Teucrium Agricultural Fund (“TAGS”). All these series of the Trust are collectively referred to as the “Funds” and singularly as the “Fund.” Each Fund is a commodity pool that is a series of the Trust. The Funds issue common units, called the “Shares,” representing fractional undivided beneficial interests in a 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”).  Two additional series, the Teucrium Natural Gas Fund (“NAGS”) and the Teucrium WTI Crude Oil Fund (“CRUD”) commenced operations in 2011; these, however, ceased trading and were deregistered effective with the close of trading on December 18, 2014.  Liquidation of NAGS and CRUD was completed prior to December 31, 2014 and the Form 15 was filed on January 9, 2015.

 

On June 5, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $5,000,000. CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010.  On April 30, 2013, a subsequent registration statement for CORN was declared effective by the SEC.

  

On June 17, 2011, the initial Forms S-1 for CANE, SOYB, and WEAT were declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued for each Fund, representing 100,000 shares and $2,500,000, for CANE, SOYB, and WEAT. On September 19, 2011, CANE, SOYB, and WEAT started trading on the NYSE Arca. On September 30, 2014, subsequent registration statements for CANE, SOYB and WEAT were declared effective by the SEC.

On February 10, 2012, the Form S-1 for TAGS was declared effective by the SEC. On March 27, 2012, six Creation Baskets for TAGS were issued representing 300,000 shares and $15,000,000. TAGS began trading on the NYSE Arca on March 28, 2012. On April 30, 2015, a subsequent registration statement for TAGS was 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-K 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 investment objective of TAGS is to have the daily changes in percentage terms of 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: CORN, WEAT, SOYB, and CANE (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 to maintain the approximate 25% allocation to each Underlying Fund.

The accompanying unaudited combined 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 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, as applicable. The operating results for the three and nine months ended September 30, 2015, are not necessarily indicative of the results to be expected for the full year ending December 31, 2015.

Subject to the terms of the Trust Agreement,  the Sponsor may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.


Note 2Liquidation of Funds

On December 18, 2014 the Teucrium WTI Crude Oil Fund ("CRUD") and the Natural Gas Fund ("NAGS"), both series of the Trust ceased trading on the NYSE Arca and the Sponsor liquidated all commodity futures contracts held by these funds. All positions were sold through an exchange to unrelated parties. On December 22, 2014 the Administrator and Custodian proceeded to distribute cash to all shareholders in an amount equal to each shareholder’s pro rata interest in the respective fund. On December 30, 2014, the Sponsor completed the liquidation of all of the assets of NAGS and CRUD. During the nine months ended September 30, 2014, NAGS recognized $700,365 in redemptions and $0 in subscriptions and CRUD did not recognize any subscriptions or redemptions during the same period. There were zero assets and liabilities as of December 31, 2014. The Form 15 was filed with the SEC on January 9, 2015.

The following summarized financial information presents the results of operations for NAGS and other data for the three and nine months ended September 30, 2014, which have been included in continuing operations for the 2014 periods presented.

Three months ended

   Nine months ended  

September 30, 2014

    September 30, 2014  

Total (Loss) Income

$ (103,989 162,100
 

Total Expenses

$ 38,468   106,877
 

Total Expenses, net                                                    

  $ 4,416 17,628

Net (Loss) Income

  $ (108,405 ) 144,472

The following summarized financial information presents the results of operations for CRUD and other data for the three and nine months ended September 30, 2014, which have been included in continuing operations for the 2014 periods presented.

 

Three months ended

  Nine months ended  

 

  September 30, 2014   September 30, 2014  

Total Loss

$ (223,585 (16,182

Total Expenses

$ 38,294   118,038
 

Total Expenses, net                                                    

  $ 8,309   27,392  

Net Loss

  $ (231,894 (43,574


Note 3 – Principal Contracts and Agreements


On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212.  In addition, effective on the Conversion Date, U.S. Bancorp Fund Services, LLC (“USBFS”), a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee.  The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS.

Given this conversion, the Sponsor has, in the quarter-ended September 30, 2015, reflected an adjusted estimate of the fees associated with Custodian, Fund Administration and Transfer Agent services (“Custodian Fees”) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund.  The Custodian Fees reflected in the financial statements through September 30, 2015, net of expenses waived by the Sponsor, is generally as had been presented in prior periods of 2015 as discussed in the Form 10-Q for the period ended June 30, 2015.

For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. 

For the three months ended September 30, such expenses include both the fees for the Bank of New York Mellon and U.S. Bank, which are recorded in custodian fees and expenses on the combined statements of operations, the Funds recognized $326,798 in 2015 and $43,310 in 2014, respectively, of these expenses $257,550 in 2015 and $5,537 in 2014 were waived by the Sponsor. For the nine months ended September 30, the Funds recognized $618,612 in 2015 and $121,315 in 2014, respectively, of these expenses $445,550 in 2015 and $13,924 in 2014 were waived by the Sponsor.

 

The Sponsor and the Trust employ Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. For the three months ended September 30, such expenses, which are recorded in distribution and marketing fees on the combined statements of operations, the Funds recognized $34,805 in 2015 and $37,350 in 2014, respectively, of these expenses $1,922 in 2015 and $3,248 in 2014 were waived by the Sponsor. For the nine months ended September 30, the Funds recognized $112,554 in 2015 and $116,673 in 2014, respectively, of these expenses $5,617 in 2015 and $7,659 in 2014 were waived by the Sponsor.

In 2014, Newedge USA, LLC (“Newedge USA”) served as the Funds’ futures commission merchant (“FCM”) and primary clearing broker to execute and clear the Funds’ futures transactions and provide other brokerage-related services.  In 2014, the Funds introduced the use of Jefferies LLC (“Jefferies”), for the execution and clearing of the Funds’ futures and options, if any, on futures transactions. On January 2, 2015, Newedge USA, LLC (“Newedge USA”) merged with and into SG Americas Securities, LLC (“SG”), with the latter as the surviving entity. On February 6, 2015 Jefferies LLC (“Jefferies”) became the Funds’ FCM and primary clearing broker. All futures contracts held by SG were transferred to Jefferies on that date. As of February 23, 2015 all residual cash balances held at SG had been transferred to Jefferies and the balance in all SG accounts was $0. Effective June 3, 2015, ED&F Man Capital Markets Inc. (“ED&F Man”) replaced Jefferies as the Underlying Funds’ FCM and the clearing broker to execute and clear the Underlying Fund’s futures and provide other brokerage-related services. As of June 4, 2015 all futures contracts and residual cash balances held at Jefferies had been transferred to ED&F Man and the balance in all Jefferies accounts was $0.

Currently, ED&F Man serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA.  ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA.  ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges.  For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man, Jefferies, SG and Newedge was paid $8.00 per round turn, and WTI Crude Oil and Natural Gas Futures Contracts Newedge was paid $6.00 per round turn. For the three months ended September 30, such expenses, which are recorded in brokerage commissions on the combined statements of operations, totaled $5,351 in 2015 and $52,243 in 2014 for these services and was paid by the Funds. For the nine months ended September 30, the funds recognized $36,775 in 2015 and $99,845 in 2014 for these services and was paid by the Funds.

The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation.  The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. For the three and nine months ended September 30, 2015 the Funds did not recognize any expense for these services. For the three and nine months ended September 30, 2014, the Funds recognized $3,300 for these services, $81 of this expense was waived by the Sponsor. This expense is recorded in business permits and licenses fees on the combined statements of operations.


Note 4 – Summary of Significant Accounting Policies

 

Basis of Presentation


The accompanying financial statements have been prepared on a combined basis in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification and include the accounts of the Trust, CORN, CANE, SOYB, WEAT and TAGS. Refer to the accompanying separate financial statements for each Fund for more detailed information. For the periods represented by the financial statements herein the operations of the Trust contain the results of CORN, NAGS, CRUD, SOYB, CANE, WEAT, and TAGS except for eliminations for TAGS as explained below for the months during which each Fund was in operation. CRUD and NAGS were in operation for the three and nine month periods presented in 2014, the results are presented in the Trust combined financial statements.

Given the investment objective of TAGS as described in Note 1 above, TAGS will buy, sell and hold, as part of its normal operations, shares of the four Underlying Funds. The Trust eliminates the shares of the other series of the Trust owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities. The Trust eliminates the net change in unrealized appreciation or depreciation on securities owned by the Teucrium Agricultural Fund from its combined statements of operations. The combined statements of changes in net assets and cash flows present a net presentation of the purchases and sales of the Underlying Funds of TAGS.

Correction of immaterial errors in previously issued financial statements

Effective with the period ended June 30, 2014, expenses for the current and comparative periods are presented both gross and net of any expenses waived by or paid by the Sponsor that would have been incurred by the Funds (“expenses waived by the Sponsor”). In addition, certain expenses paid by the Sponsor on behalf of the Funds for the year ended December 31, 2013 that were subject to possible recovery from the Funds in the following year, as had been previously disclosed in aggregate for the Trust in the Form 10-K for 2013, have also been included in expenses and waived/reimbursed expenses in the period incurred by the Sponsor. These expenses, if reimbursed by the Funds to the Sponsor in 2014 are then presented as a reimbursement of expenses previously waived. “Total expenses, net”, which is after the impact of any expenses waived by or reimbursed to the Sponsor, are presented in the same manner as previously reported. There is, therefore, no impact to, or change in the Net gain or Net loss in any period for the Trust and each Fund as a result of this change in presentation.

 

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 statements of assets and liabilities 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 statements 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. In addition, the Funds earn 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 the trade date and on a full-turn basis.

 

Income Taxes


The Trust, as a Delaware statutory trust, is considered a trust for federal tax purposes and is, thus, a pass through entity. For tax purposes, the Funds will be treated as partnerships. Therefore, the Funds do not record a provision for income taxes because the shareholders 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.

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. For all tax years 2012 to 2014, the Funds remain subject to income tax examinations by major taxing authorities. 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, 2015 and for the years ended December 31, 2014, 2013 and 2012. 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, ongoing 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 the results of operations. No interest expense or penalties have been recognized as of and for the nine months ended September 30, 2015 and 2014.

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 combined statements of assets and liabilities as payable for shares redeemed.

There are a minimum number of baskets and associated shares specified for each Fund in the Fund’s respective prospectus, as amended from time to time. Once the minimum number of baskets is reached, there can be no more redemptions until there has been a creation basket. These minimum levels are as follows:

CORN: 50,000 shares representing 2 baskets
SOYB: 50,000 shares representing 2 baskets
CANE: 50,000 shares representing 2 baskets
WEAT: 50,000 shares representing 2 baskets
TAGS: 50,000 shares representing 2 baskets (at minimum level as of September 30, 2015 and 2014)

 

Cash and Cash Equivalents


Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. 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. Each Fund is a series of the Trust, which has the balance of its assets on deposit with banks. The Trust had a balance of $6,140,985 and $142,419,068 in money market funds at September 30, 2015 and December 31, 2014, respectively; these balances are included in cash and cash equivalents on the combined statements of assets and liabilities. Effective in the second quarter 2015, the Sponsor invested a portion of the available cash for the Funds in alternative demand-deposit savings accounts, which is classified as cash and not as cash equivalents. The Funds had a balance of $93,925,173 in demand-deposit savings accounts on September 30, 2015. This change resulted in a reduction in the balance held in money market funds. Assets deposited with financial institutions, at times, exceed federally insured limits.

Restricted Cash

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid.  The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that are held in custody at The Bank of New York Mellon under this amended agreement are reflected on the Statements of Assets and Liabilities of the Fund and the Trust as Restricted Cash.

 

Due from/to Broker


The amount recorded by the Trust for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records.

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 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.

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 their 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.

 

Payable/Receivable for Securities Purchased/Sold

Due from/to broker for investments in securities are securities transactions pending settlement. The Trust and the Funds are subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Trust and the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. Since the inception of the Fund, the principal broker through which the Trust and TAGS clear securities transactions for TAGS is the Bank of New York Mellon Capital Markets.

 

Sponsor Fee, Allocation of Expenses and Related Party Transactions

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. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as financial reporting and related accounting, regulatory compliance and trading activities. In addition, the Funds, except for TAGS which has no such fee, 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 pay 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, FINRA, 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 within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

 

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing financial reporting and related accounting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. For the three months ended September 30, such expenses, which are primarily included as distribution and marketing fees, totaled $371,374 in 2015 and $293,324 in 2014; of these amounts, $15,253 and $19,549, respectively, were waived by the Sponsor. For the nine months ended September 30, such expenses totaled $1,220,938 in 2015 and $1,066,480 in 2014; of these amounts, $57,024 and $62,423, respectively, were waived by the Sponsor. All asset-based fees and expenses for the Funds are calculated on the closing net asset value.

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund.

For the three months ended September 30, 2015, there were $369,619 of expenses that were on the combined statements of operations of the Trust as expenses that were waived by the Sponsor.  These were specifically: $16,584 for CORN, $129,551 for SOYB, $109,353 for CANE, $10,874 for WEAT and $103,257 for TAGS.  The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

For the three months ended September 30, 2014, there were $181,352 of expenses that were on the combined statements of operations of the Trust as expenses that were waived by the Sponsor.  These were specifically: $34,052 for NAGS, $29,985 for CRUD, $50,244 for SOYB, $37,600 for CANE and $29,470 for TAGS. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

For the nine months ended September 30, 2015 there were $681,386 of expenses that were on the combined statements of operations of the Trust as expenses that were waived by the Sponsor. These were specifically: $16,584 for CORN, $243,723 for SOYB, $197,178 for CANE, $42,174 for WEAT, and $181,727 for TAGS. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

For the nine months ended September 30, 2014 there were $408,686 of expenses that were on the combined statements of operations of the Trust as expenses that were waived by the Sponsor. These were specifically: $89,249 for NAGS, $90,646 for CRUD, $50,244 for SOYB, $105,474 for CANE, and $73,073 for TAGS. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

For the year ended December 31, 2013, there were $590,000 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Funds in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. For the three and nine months ended September 30, 2014, asset growth and other changes experienced by certain Funds enabled the Sponsor to claim reimbursement, respectively, of $8,559 and $379,753 from those Funds, specifically, $6,997 and $308,312 from CORN, $227 and $25,139 from SOYB and $1,335 and $46,302 from WEAT. These amounts are reflected in the combined statements of operations for the three and nine months ended September 30, 2014 as a reimbursement of a previously waived expense for the Funds from which there was recovery in 2014. There was no recovery of amounts from the other Funds.

 

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 combined 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 U.S. 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 U.S. 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 futures contracts held by CORN, SOYB, CANE and WEAT, the securities of the Underlying Funds held by TAGS, and any other securities held by any Fund, together referenced throughout this filing as "financial instruments." 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 financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument 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 financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments 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 financial instruments. This condition could cause a financial instrument 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 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, 2015 and 2014, 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. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Funds consider the average volume of the specific underlying futures contracts traded on the relevant exchange for the three and nine months being reported.

For the quarter ended June 30, 2015, Wheat Futures Contracts traded on the CBOT due to settle on December 14, 2016 (the "DEC16 Wheat Contracts") did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT for the entire period during which they were held. Accordingly, the Trust and WEAT classified these as a Level 2 asset, The DEC16 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on June 30, 2015. The value of these contracts were $1,178,088, these transferred back to a Level 1 asset for the quarter ended September 30, 2015 as shown in Note 5.

For the quarter ended June 30, 2014, Sugar Futures Contracts traded on ICE due to settle on February 29, 2016 (the "MAR16 Sugar Contracts") did not, in the opinion of the Trust and CANE, trade in an actively traded futures market as defined in the policy of the Trust and CANE for the entire period during which they were held. Accordingly, the Trust and CANE classified these as a Level 2 asset. The MAR16 Sugar Contracts were, in the opinion of the Trust and CANE, fairly valued at settlement on June 30, 2014. These transferred back to a Level 1 asset for the quarter ended September 30, 2014.

For the quarter ended March 31, 2014, Soybean Futures Contracts traded on the CBOT which will settle on November 13, 2015 (the “NOV15 Soybean Contracts”) did not, in the opinion of the Trust and SOYB, trade in an actively traded futures market as defined in the policy of the Trust and SOYB for the entire period during which they were held. Accordingly, the Trust and SOYB have classified these as a Level 2 liability for the period ended March 31, 2014. The NOV15 Soybean Contracts were, in the opinion of the Trust and SOYB, fairly valued at settlement on March 31, 2014. These transferred back to a Level 1 liability for the quarter ended June 30, 2014.

The Wheat Futures Contracts traded on the CBOT due to settle on December 14, 2015 (the “DEC15 Wheat Contracts”) did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT for portions of the three months ended June 30, 2014. Accordingly, the Trust and WEAT classified these as a Level 2 liability as of June 30, 2014. The DEC15 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on June 30, 2014. In addition, for portions of the three months ended September 30, 2014, the DEC15 Wheat Contracts did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT. Accordingly, the Trust and WEAT classified these as a Level 2 liability as of September 30, 2014. The DEC15 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on September 30, 2014.

The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, 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.

Investments in the securities of the Underlying Funds are freely traded and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Fund. The net asset value per share of each of the Underlying Funds approximates the market price for the period ended September 30, 2015 and December 31, 2014.


Expenses

Expenses are recorded using the accrual method of accounting.


New Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2009-12, “Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”, to amend the existing guidance in FASB Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (formerly FASB Statement 157, Fair Value Measurements). The ASU amends ASC 820 to create a practical expedient to measure the fair value of investments in certain entities that do not have a quoted market price but calculate net asset value per share or its equivalent. In addition, the amendments to ASC 820 provide guidance on classifying investments that are measured using the practical expedient in the fair value hierarchy and require specific disclosures for eligible investments, regardless of whether the practical expedient has been applied. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. These amendments will be applied retrospectively to all periods presented. The company is currently evaluating the impact on the financial statements and disclosures of the Trust and the Funds.

 

The FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in this update change the requirements for reporting discontinued operations in Subtopic 2015-20.  A significant provision of ASU 2014-08 calls for reporting as discontinued operations only those disposals that represent a strategic shift or have a major impact on the an entity’s financial results and operations. The Company elected to early adopt this ASU for the year ended December 31, 2014 and the adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds, even with the liquidation of CRUD and NAGS in December 2014.

 

The FASB issued ASU No, 2014-11, “Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financing, and Disclosures.” The amendments in this update require changes to the accounting for repurchase-to-maturity transactions and enhances the required disclosures for repurchase agreements and other similar transactions. The amendments are effective for the first interim or annual period beginning after December 15, 2014. The adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds.


Note 5 – 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 3. The following table presents information about the Trust’s assets and liabilities measured at fair value as of September 30, 2015 and December 31, 2014:

 

September 30, 2015

 

                     

 Balance as of

 

Assets: Level 1     Level 2     Level 3    

September 30, 2015

 

Cash equivalents $ 6,140,985     $ -     $ -     $ 6,140,985
Commodity futures contracts                            
 Corn future contracts     860,075       -       -       860,075
 Soybean future contracts      42,925       -        -       42,925
 Sugar future contracts     38,405       -       -       38,405
 Wheat future contracts     468,200       -       -       468,200
Total   $ 7,550,590     $ -     $ -     $ 7,550,590
                       
                     

 Balance as of

 

Liabilities:   Level 1     Level 2     Level 3    

September 30, 2015

 

Commodity futures contracts                              
 Corn future contracts   $ 3,068,988     $ -     $ -     $ 3,068,988
 Soybean future contracts           347,400       -       -            347,400  
 Sugar future contracts          229,981        -        -            229,981  
 Wheat future contracts        1,545,775       -       -          1,545,775  
Total   $ 5,192,144     $  -      -     $ 5,192,144  
                       

December 31, 2014

                     
                     

 Balance as of

 

Assets:   Level 1     Level 2     Level 3    

December 31, 2014

 

Cash equivalents   $ 142,423,637     $ -     $ -     $ 142,423,637
Commodity future contracts                              
Corn future contracts     3,651,637       -       -       3,651,637
Wheat future contracts     729,626       -       -       729,626
Total   $ 146,804,900     $ -     $ -     $ 146,804,900

 

                     

Balance as of

 

Liabilities: Level 1   Level 2     Level 3    

December 31, 2014

 

Commodity futures contracts                          
Corn future contracts $ 1,899,925     $ -     $ -     $ 1,899,925  
Soybean future contracts     277,013       -       -       277,013  
Sugar future contracts     503,955       -       -       503,955  
Wheat future contracts     13,125       -       -       13,125  
Total   $ 2,694,018     $ -     $ -     $ 2,694,018  

 

Transfers into and out of each level of the fair value hierarchy for the DEC16 Wheat Contracts for the nine months ended September 30, 2015 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                                              
Wheat future contracts $ 1,178,088     $ 1,178,088
    $ 1,178,088
    $ 1,178,088     $ -     $ -  

 

Transfers into and out of each level of the fair value hierarchy for the MAR16 Sugar Contracts, the NOV15 Soybean Contracts and the DEC15 Wheat Contracts, for the nine months ended September 30, 2014 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                                                
Sugar future contracts   $ 17,405     $ 17,405     $ 17,405     $ 17,405     $ -     $ -  


 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                                                               
Soybean future contracts   $ 12,075     $ 12,075
    $ 12,075     $ 12,075     $ -     $  -  
Wheat future contracts     641,038       2,437,725       2,437,725       641,038       -       -  
Total   $  653,113     $  2,449,800     $  2,449,800     $  653,113     $  -     $  -  

 

See the Fair Value - Definition and Hierarchy section in Note 4 above for an explanation of the transfers into and out of each level of the fair value hierarchy.

 

Note 6 – 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 nine months ended September 30, 2015 and 2014, the Funds invested 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 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 table discloses information about offsetting assets and liabilities presented in the combined statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”

The following table also identifies the fair value amounts of derivative instruments included in the combined statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of September 30, 2015 and Newedge USA as of December 31, 2014.

 

Offsetting of Financial Assets and Derivative Assets as of September 30, 2015

    (i)     (ii)     (iii) = (i) – (ii)     (iv) (v) = (iii) – (iv)  
                     
 
 Gross Amount Not Offset in the
 
 Statement of Assets and
Liabilities

 
Gross Amount Net Amount
 
Offset in the Presented in the
 
Gross Amount Statement of Statement of
 
of Recognized Assets and Assets and Futures Contracts  Collateral, Due
 
Description Assets Liabilities Liabilities Available for Offset to Broker Net Amount  
Commodity price  
   Corn futures contracts $ 860,075 $ - $ 860,075 $ 860,075 $ - $ -  
   Soybean futures contracts     42,925       -       42,925       42,925       -
      -  
   Sugar futures contracts     38,405        -       38,405       38,405       -       -  
   Wheat futures contracts     468,200        -      

468,200

      468,200       -       -  

 

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2015

(i) (ii) (iii) = (i) – (ii) (iv) (v) = (iii) – (iv)
             
         
Gross Amount Not Offset in the
 Statement of Assets and
Liabilities
Gross Amount Net Amount
Offset in the Presented in the
Gross Amount Statement of Statement of
of Recognized Assets and Assets and Futures Contracts  Collateral, Due
Description Liabilities Liabilities Liabilities Available for Offset from Broker Net Amount
Commodity price
   Corn futures contracts $ 3,068,988 $ - $ 3,068,988 $ 860,075 $ 2,208,913     $ -
   Soybean futures contracts      347,400       -        347,400        42,925        304,475        -  
   Sugar futures contracts      229,981        -       229,981       38,405       191,576        -  
   Wheat futures contracts      1,545,775        -        1,545,775        468,200        1,077,575        -  

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2014

    (i)     (ii)     (iii) = (i) – (ii)     (iv) (v) = (iii) – (iv)
                           
 Gross Amount Not Offset in the
 Statement of Assets and
Liabilities
Gross Amount Net Amount
Offset in the Presented in the
Gross Amount Statement of Statement of
of Recognized Assets and Assets and Futures Contracts  Collateral, Due
Description Assets Liabilities Liabilities Available for Offset to Broker Net Amount
Commodity price
   Corn futures contracts $ 3,651,637 $ - $ 3,651,637 $ 1,899,925 $ - $ 1,751,712
   Wheat futures contracts 729,626 - 729,626 13,125 60,805 655,696

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2014

    (i)     (ii)     (iii) = (i) – (ii)     (iv) (v) = (iii) – (iv)
                           
 Gross Amount Not Offset in the
 Statement of Assets and
Liabilities
Gross Amount Net Amount
Offset in the Presented in the
Gross Amount Statement of Statement of
of Recognized Assets and Assets and Futures Contracts  Collateral, Due
Description Liabilities Liabilities Liabilities Available for Offset from Broker Net Amount
Commodity price
   Corn futures contracts $ 1,899,925 $ - $ 1,899,925 $ 1,899,925 $ - $ -
   Soybean futures contracts 277,013 - 277,013 - 277,013 -
   Sugar futures contracts 503,955 - 503,955 - 503,955 -
   Wheat futures contracts 13,125 - 13,125 13,125 - -

 

The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Trust:

 

Three months ended September 30, 2015

   Net Change in Unrealized   
    Realized Gain (Loss) on   Appreciation or Depreciation on
 
Primary Underlying Risk   Commodity Futures Contracts
  Commodity Futures Contracts
 
Commodity price        
Corn futures contracts   $ 83,175
$ (7,447,263 )
Soybean futures contracts (356,775 ) (622,013 )
Sugar futures contracts (446,791 ) 116,167
Wheat futures contracts (744,325 ) (5,046,488 )
Total commodity futures contracts $ (1,464,716 ) $ (12,999,597 )

 

Three months ended September 30, 2014

   Net Change in Unrealized   
    Realized (Loss) Gain on   Appreciation or Depreciation on
 
Primary Underlying Risk   Commodity Futures Contracts   Commodity Futures Contracts   
Commodity price        
Corn futures contracts   $ (16,012,787 ) $ (6,859,262
Natural gas futures contracts 4,960 (109,020
WTI crude oil futures contracts - (223,730 )
Soybean futures contracts (392,525 ) (553,150
Sugar futures contracts (134,792 ) (222,499
Wheat futures contracts (2,915,100 ) (2,620,751
Total commodity futures contracts $ (19,450,244 ) $ (10,588,412

 

Nine months ended September 30, 2015

         Net Change in Unrealized   
    Realized Loss on      Appreciation or Depreciation on   
Primary Underlying Risk   Commodity Futures Contracts      Commodity Futures Contracts   
Commodity price                
Corn futures contracts   $ (4,245,750
)   $ (3,960,625 )
Soybean futures contracts     (1,091,489
    (27,462
Sugar futures contracts     (1,286,051
    312,379
 
Wheat futures contracts     (3,017,638
    (1,794,075 )
Total commodity futures contracts   $ (9,640,928
  $ (5,469,783 )

 

Nine months ended September 30, 2014

   
   Net Change in Unrealized   
     Realized  (Loss) Gain on      Appreciation or Depreciation on   
Primary Underlying Risk   Commodity Futures Contracts      Commodity Futures Contracts   
Commodity price                
Corn futures contracts   $ (12,120,329 )   $ (11,704,949
Natural gas futures contracts     288,110       (126,350
WTI crude oil futures contracts     93,280       (109,970 )
Soybean futures contracts     (149,950 )     (538,487 )
Sugar futures contracts     (131,409 )     (33,835 )
Wheat futures contracts     (2,329,112 )     (3,740,988
Total commodity futures contracts   $ (14,349,410 )   $ (16,254,579

 

Volume of Derivative Activities


The average notional market value categorized by primary underlying risk for all futures contracts held was $112.8 million and $115.8 million for the three and nine months ended September 30, 2015 and $132.8 million and $124.2 million for the same periods in 2014.

 

Note 7 - 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 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 8 – Detail of the net assets and shares outstanding of the Funds that are a series of the Trust

 

The following are the net assets and shares outstanding of each Fund that is a series of the Trust and, thus, in total, comprise the combined net assets of the Trust:

 

September 30, 2015

 

 

  Outstanding Shares     Net Assets    

Teucrium Corn Fund

  2,975,004     $ 70,027,351    

Teucrium Soybean Fund

  400,004       7,193,509    

Teucrium Sugar Fund

  425,004       3,717,870    

Teucrium Wheat Fund

    2,825,004       28,485,479    

Teucrium Agricultural Fund:

                 

   Net assets including the investment in the Underlying Funds

    50,002       1,362,291    

   Less: Investment in the Underlying Funds

            (1,356,103 )  

   Net for the Fund in the combined net assets of the Trust

            6,188    

Total

          $ 109,430,397    

 

December 31, 2014

 

 

  Outstanding Shares     Net Assets    

Teucrium Corn Fund

  4,075,004     $ 108,459,507    

Teucrium Soybean Fund

  575,004       11,956,149    

Teucrium Sugar Fund

  225,004       2,661,212    

Teucrium Wheat Fund

    1,750,004       22,263,457    

Teucrium Agricultural Fund:

                 

   Net assets including the investment in the Underlying Funds

    50,002       1,652,749    

   Less: Investment in the Underlying Funds

            (1,641,102 )  

   Net for the Fund in the combined net assets of the Trust

            11,647    

Total

          $ 145,351,972    

 

The detailed information for the subscriptions and redemptions, and other financial information for each Fund that is a series of the Trust are included in the accompanying financial statements of each Fund.

 

Note 9 – Subsequent Events


Management has evaluated the three months ended September 30, 2015 financial statements for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Trust and Funds other than those noted below:

CORN: On October 28, 2015, the $16,504 of cash that had been held in custody at The Bank of New York Mellon was transferred to the Fund’s account at U.S. Bank following payment of all amounts owed. The balance for Restricted Cash is $0 as of this filing.

SOYB: Nothing to Report

CANE: Nothing to Report

WEAT: On October 28, 2015, $2,275 of cash that had been held in custody at The Bank of New York Mellon was transferred to the Fund’s account at U.S. Bank. The balance for Restricted Cash is $77,610 as of this filing.

TAGS: Nothing to Report

 

 

TEUCRIUM CORN FUND

STATEMENTS OF ASSETS AND LIABILITIES

 

September 30, 2015

December 31, 2014

(Unaudited)
Assets
Cash and cash equivalents $ 64,628,354 $ 106,858,496
Interest receivable 652 7,329
Restricted cash      16,504        -  
Other assets 741,327 437,996
Equity in trading accounts:
Commodity futures contracts 860,075 3,651,637
Due from broker 6,912,501 1,613,775
Total equity in trading accounts 7,772,576 5,265,412
Total assets $ 73,159,413 $ 112,569,233
Liabilities
Management fee payable to Sponsor 59,278 98,798
Other liabilities 3,796 114,818
Payable for shares redeemed -   1,996,185
Equity in trading accounts:
Commodity futures contracts 3,068,988 1,899,925
Total liabilities 3,132,062 4,109,726
Net assets $ 70,027,351 $ 108,459,507
Shares outstanding 2,975,004 4,075,004
Net asset value per share $ 23.54 $ 26.62
Market value per share $ 23.56 $ 26.64

 

The accompanying notes are an integral part of these financial statements.


 

TEUCRIUM CORN FUND

SCHEDULE OF INVESTMENTS

September 30, 2015
(Unaudited)

 

     Percentage of  
Description: Assets Fair Value Net Assets Shares
Cash equivalents
Money market funds
 Fidelity Institutional Prime Money Market Portfolio (cost $3,278,744) $ 3,278,744 4.68 % 3,278,744






Notional Amount
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures MAY16 (1,034 contracts) $ 314,188 0.45 % $ 20,964,350
CBOT corn futures DEC16 (1,197 contracts) 545,887 0.78
24,598,350
Total commodity futures contracts $ 860,075 1.23 % $ 45,562,700
     
     
     
 

 

           Percentage of          Notional Amount  
 Description: Liabilities     Fair Value   
Net Assets       (Long Exposure)   
     
     
     
 
 Commodity futures contracts    
     
     
 
 United States corn futures contracts    
     
     
 
   CBOT corn futures MAR16 (1,227 contracts)   3,068,988    
4.38 %   $ 24,463,313  

 

 The accompanying notes are an integral part of these financial statements.



TEUCRIUM CORN FUND

SCHEDULE OF INVESTMENTS

December 31, 2014

 

     Percentage of  
Description: Assets Fair Value Net Assets Shares
Cash equivalents
Money market funds
Dreyfus Cash Management -  Institutional (cost $106,858,496) $ 106,858,496 98.52 % 106,858,496
  Notional Amount
  (Long Exposure)
 Commodity futures contracts
 United States corn futures contracts
CBOT corn futures MAY15 (1,868 contracts) $ 3,492,987 3.22 % $ 37,897,050
CBOT corn futures JUL15 (1,579 contracts) 158,650 0.15
32,566,875
Total commodity futures contracts $ 3,651,637 3.37 % $ 70,463,925
          Percentage of        Notional Amount   
Description: Liabilities Fair Value       Net Assets       (Long Exposure)  
Commodity futures contracts
United States corn futures contracts
CBOT corn futures DEC15 (1,808 contracts) $ 1,899,925 1.75 % $ 38,058,400

 

The accompanying notes are an integral part of these financial statements.



TEUCRIUM CORN FUND

STATEMENTS OF OPERATIONS

(Unaudited) 

 

     Three months ended       Three months ended      Nine months ended      Nine months ended  
    September 30, 2015      September 30, 2014     September 30, 2015        September 30, 2014  
Income                
Realized and unrealized gain (loss) on trading of commodity futures contracts:                
Realized gain (loss) on commodity futures contracts $ 83,175
$ (16,012,787 )   $ (4,245,750   $ (12,120,329
Net change in unrealized appreciation or depreciation on commodity futures contracts (7,447,263 ) (6,859,262 )     (3,960,625      (11,704,949
Interest income 54,098 5,823     84,650       24,843  
Total loss (7,309,990 ) (22,866,226 )     (8,121,725      (23,800,435
               
Expenses                
Management fees 197,131 232,677     614,666       684,921  
Professional fees 151,750 63,244     589,250       281,449  
Distribution and marketing fees 357,197 389,700     818,752
    999,810  
Custodian fees and expenses 49,149 32,564
    113,215
 
96,631  
Business permits and licenses fees  -   (4,751 )     26,852       27,779  
General and administrative expenses 58,430 41,943     150,230       152,937  
Brokerage commissions  -   47,551     23,250      

81,086

 
Other expenses 16,367 18,310     34,142       38,763  
Total expenses 830,024 821,238     2,370,357       2,363,376  
               
Expenses waived by the Sponsor (16,584 ) -     (16,584 )      -  
Reimbursement of expenses previously waived - 6,997     -       308,312  
               
Total expenses, net 813,440 828,235     2,353,773       2,671,688  
               
Net loss $ (8,123,430 ) $ (23,694,461 )   $ (10,475,498)   $  (26,472,123 )
             
Net loss per share $ (2.34 ) $ (6.69 )   $ (3.08   $ (7.84
Net loss per weighted average share $ (2.48 ) $ (6.52 )   $ (3.12   $ (25.46
Weighted average shares outstanding 3,275,004 3,632,613     3,353,759       3,067,312  

 

  The accompanying notes are an integral part of these financial statements.


 

TEUCRIUM CORN FUND

STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

 

Nine months ended

Nine months ended

September 30, 2015

September 30, 2014

Operations
Net loss $ (10,475,498 ) $ (26,472,123 )
Capital transactions
Issuance of Shares 8,538,197 136,627,274
Redemption of Shares (36,494,855 ) (53,341,150 )
Total capital transactions (27,956,658 ) 83,286,124
Net change in net assets (38,432,156 ) 56,814,001
Net assets, beginning of period $ 108,459,507 $ 47,499,620
Net assets, end of period $ 70,027,351 $ 104,313,621
Net asset value per share at beginning of period $ 26.62 $ 30.64
Net asset value per share at end of period $ 23.54 $ 22.80
Creation of Shares 350,000 4,625,000
Redemption of Shares 1,450,000 1,600,000

 

The accompanying notes are an integral part of these financial statements.


 

TEUCRIUM CORN FUND

STATEMENTS OF CASH FLOWS

(Unaudited)

 

Nine months ended

Nine months ended

September 30, 2015

September 30, 2014

Cash flows from operating activities:
Net loss $ (10,475,498 ) $ (26,472,123 )
Adjustments to reconcile net loss to net cash used in operating activities:
Net change in unrealized appreciation or depreciation on commodity futures contracts 3,960,625
11,704,949
Changes in operating assets and liabilities:
 Due from broker (5,298,726 ) (13,602,874 )
 Interest receivable 6,677 (2,633 )
 Restricted cash      (16,504      -  
 Other assets (303,331 ) (267,285 )
 Management fee payable to Sponsor (39,520 ) 43,856
 Other liabilities (111,022 ) (4,879 )
Net cash used in operating activities (12,277,299 ) (28,600,989 )
Cash flows from financing activities:
Proceeds from sale of Shares 8,538,197 136,627,274
Redemption of Shares (38,491,040 ) (53,341,150 )
Net cash (used in) provided by financing activities (29,952,843 ) 83,286,124
Net change in cash and cash equivalents (42,230,142 ) 54,685,135
Cash and cash equivalents, beginning of period 106,858,496 42,405,220
Cash and cash equivalents, end of period $ 64,628,354 $ 97,090,355

  

The accompanying notes are an integral part of these financial statements.



NOTES TO FINANCIAL STATEMENTS

September 30, 2015
(Unaudited)

Note 1 – Organization and Operation

Teucrium Corn Fund (referred to herein as “CORN,” 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 Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund 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 “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “CORN,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for corn interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.

The investment objective of 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%.

The Fund commenced investment operations on June 9, 2010 and has a fiscal year ending on December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the “NFA”) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009.

On June 5, 2010, the Fund’s initial registration of 30,000,000 shares the Form S-1 was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 9, 2010, the Fund listed its shares on the NYSE Arca under the ticker symbol “CORN.” On the day prior to that, the Fund issued 200,000 shares in exchange for $5,000,000 at the Fund’s initial NAV of $25 per share. The Fund also commenced investment operations on June 9, 2010 by purchasing commodity futures contracts traded on the Chicago Board of Trade (“CBOT”). On April 30, 2013, a subsequent registration statement for CORN was declared effective by the SEC.

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 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, as applicable. The operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015.

Subject to the terms of the Trust Agreement,  the Sponsor may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.


Note 2 – Principal Contracts and Agreements

 

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212.  In addition, effective on the Conversion Date, U.S. Bancorp Fund Services, LLC (“USBFS”), a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee.  The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS.

Given this conversion, the Sponsor has, in the quarter-ended September 30, 2015, reflected an adjusted estimate of the fees associated with Custodian, Fund Administration and Transfer Agent services (“Custodian Fees”) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund.  The Custodian Fees reflected in the financial statements through September 30, 2015, net of expenses waived by the Sponsor, is generally as had been presented in prior periods of 2015 as discussed in the Form 10-Q for the period ended June 30, 2015.

For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. 

For the three months ended September 30, such expenses include both the fees for the Bank of New York Mellon and U.S. Bank, which are recorded in custodian fees and expenses on the statements of operations, totaled $49,149 in 2015 and $32,564 in 2014, respectively, of these expenses $16,584 in 2015 and $0 in 2014 were waived by the Sponsor. For the nine months ended September 30, such expenses, totaled $113,215 in 2015 and $96,631 in 2014, respectively, of these expenses $16,584 in 2015 and $0 in 2014 were waived by the Sponsor.

The Sponsor and the Trust employ Foreside Fund Services, LLC as the Distributor for the Funds. The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under FINRA rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. For the three months ended September 30, such expenses, which are recorded in distribution and marketing fees on the statements of operations, totaled $21,858 in 2015 and $27,085 in 2014 and was paid by the Fund. For the nine months ended September 30, such expenses, totaled $76,994 in 2015 and $91,826 in 2014 and was paid by the Fund.

In 2014, Newedge USA, LLC (“Newedge USA”) served as the Funds’ futures commission merchant (“FCM”) and primary clearing broker to execute and clear the Funds’ futures transactions and provide other brokerage-related services.  In 2014, the Funds introduced the use of Jefferies LLC (“Jefferies”), for the execution and clearing of the Funds’ futures and options, if any, on futures transactions. On January 2, 2015, Newedge USA, LLC (“Newedge USA”) merged with and into SG Americas Securities, LLC (“SG”), with the latter as the surviving entity. On February 6, 2015 Jefferies LLC (“Jefferies”) became the Funds’ FCM and primary clearing broker. All futures contracts held by SG were transferred to Jefferies on that date. As of February 23, 2015 all residual cash balances held at SG had been transferred to Jefferies and the balance in all SG accounts was $0Effective June 3, 2015, ED&F Man Capital Markets Inc. (“ED&F Man”) replaced Jefferies as the Underlying Funds’ FCM and the clearing broker to execute and clear the Underlying Fund’s futures and provide other brokerage-related services. As of June 4, 2015, all futures contracts and residual cash balances held at Jefferies had been transferred to ED&F Man and the balance in all Jefferies accounts was $0.

Currently, ED&F Man serves as the Funds clearing broker to execute and clear futures and provide other brokerage-related services.  ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA.  ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA.  ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges.  For Corn Futures Contracts Newedge, SG, Jefferies and ED&F Man were paid $8.00 per round turn. For the three months ended September 30, such expenses, which are recorded in brokerage commissions on the statements of operations, totaled $0 in 2015 and $47,551 in 2014 and was paid by the Fund. For the nine months ended September 30, such expenses, totaled $23,250 in 2015 and $81,086 in 2014 and was paid by the Fund.

The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation.  The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. The Fund did not recognize any expense for these services in the three and nine months ended September 30, 2015. For the three and nine months ended September 30, 2014, the Fund recognized $2,350 for these services and was paid for by the Fund. This expense is recorded in business permits and licenses fees on the statements of operations.

 

Note 3 – Summary of Significant Accounting Policies

 

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

Correction of immaterial error in previously issued financial statements

Effective with the period ended June 30, 2014, expenses for the current and comparative periods are presented both gross and net of any expenses waived by or paid by the Sponsor that would have been incurred by the Funds (“expenses waived by the Sponsor”). In addition, certain expenses paid by the Sponsor on behalf of the Funds for the year ended December 31, 2013 that were subject to possible recovery from the Funds in the following year, as had been previously disclosed in aggregate for the Trust in the Form 10-K for 2013, have also been included in expenses and waived/reimbursed expenses in the period incurred by the Sponsor. These expenses, if reimbursed by the Funds to the Sponsor in 2014 are then presented as a reimbursement of expenses previously waived. “Total expenses, net”, which is after the impact of any expenses waived by or reimbursed to the Sponsor, are presented in the same manner as previously reported. There is, therefore, no impact to, or change in the Net gain or Net loss in any period for the Trust and each Fund as a result of this change in presentation.

 

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 statements of assets and liabilities 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 statements 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. 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 the trade date and 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 shareholders 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.

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. For all tax years 2012 to 2014, the Fund remains subject to income tax examinations by major taxing authorities. 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, 2015 and for the years ended December 31, 2014, 2013 and 2012. 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, ongoing 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 the results of operations. No interest expense or penalties have been recognized as of and for the nine months ended September 30, 2015 and 2014.

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 CORN. 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 the Fund 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 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.

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.

As outlined in the most recent Form S-1 filing, 50,000 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 and Cash Equivalents

Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. 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 these balances of its assets on deposit with banks. The Fund had a balance of $3,278,744 and $106,858,496 in money market funds at September 30, 2015 and December 31, 2014, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities. Effective in the second quarter 2015, the Sponsor invested a portion of the available cash for the Fund in alternative demand-deposit savings accounts, which is classified as cash and not as a cash equivalent. The Fund had a balance of $61,349,610 in a demand-deposit savings account on September 30, 2015. This change resulted in a reduction in the balance held in money market funds. Assets deposited with financial institutions, at times, exceed federally insured limits.

 

Restricted Cash

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid.  The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that are held in custody at The Bank of New York Mellon under this amended agreement are reflected on the Statements of Assets and Liabilities of the Fund and the Trust as Restricted Cash.

 

Due from/to Broker

The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records. 

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 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, U.S. Bancorp Fund Services, calculates the NAV of the Fund once each trading day. It calculates the 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. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter corn interests is determined based on the value of the commodity or futures contract underlying such corn interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such corn interest. 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 corn interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.

 

Sponsor Fee, Allocation of Expenses and Related Party Transactions

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 Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as financial reporting and related accounting, regulatory compliance and trading activities. In addition, 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. 

The Fund generally 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, FINRA, 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 within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing financial reporting and related accounting, regulatory compliance, and trading activities that are directly attributable to the Fund. For the three months ended September 30, such expenses, which are primarily included as distribution and marketing fees, totaled $231,044 in 2015 and $213,936 in 2014 and was paid by the Fund. For the nine months ended September 30, such expenses, totaled $837,015 in 2015 and $839,146 in 2014 and was paid by the Fund. All asset-based fees and expenses for the Funds are calculated on the closing net asset value.

For the three and nine months ended September 30, 2015, there were $16,584 of expenses identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

For the three and nine months ended September 30, 2014, there were no expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor.

For the year ended December 31, 2013, there were $426,248 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by CORN in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In the three and nine months ended September 30, 2014, asset growth and other changes experienced by CORN enabled the Sponsor to claim reimbursement of $6,997 and $308,312, respectively, from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.

 

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 U.S. 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 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments 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 financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument 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 financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments 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 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 financial instrument 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 September 30, 2015 and 2014, 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. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the three and nine months being reported.

For the three and nine months ended September 30, 2015 and 2014, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy.

The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, 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.

 

Expenses

Expenses are recorded using the accrual method of accounting.

 

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 Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.

 

New Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2009-12, “Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”, to amend the existing guidance in FASB Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (formerly FASB Statement 157, Fair Value Measurements). The ASU amends ASC 820 to create a practical expedient to measure the fair value of investments in certain entities that do not have a quoted market price but calculate net asset value per share or its equivalent. In addition, the amendments to ASC 820 provide guidance on classifying investments that are measured using the practical expedient in the fair value hierarchy and require specific disclosures for eligible investments, regardless of whether the practical expedient has been applied. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. These amendments will be applied retrospectively to all periods presented. The company is currently evaluating the impact on the financial statements and disclosures of the Fund.

 

The FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in this update change the requirements for reporting discontinued operations in Subtopic 2015-20.  A significant provision of ASU 2014-08 calls for reporting as discontinued operations only those disposals that represent a strategic shift or have a major impact on the an entity’s financial results and operations. The Company elected to early adopt this ASU for the year ended December 31, 2014 and the adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2014-11, “Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financing, and Disclosures.” The amendments in this update require changes to the accounting for repurchase-to-maturity transactions and enhances the required disclosures for repurchase agreements and other similar transactions. The amendments are effective for the first interim or annual period beginning after December 15, 2014. The adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds.


Note 4 – 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 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of September 30, 2015 and December 31, 2014:

 

September 30, 2015

       
                        Balance as of   
Assets:  
Level 1    
Level 2    
Level 3       September 30, 2015  
Cash equivalents   $ 3,278,744   $ -   $ -   $ 3,278,744
Corn futures contracts  
860,075  
-  
-  
860,075
Total   $ 4,138,819   $ -   $ -   $ 4,138,819
                                 
                              Balance as of   
Liabilities:     Level 1       Level 2       Level 3       September 30, 2015
 
Corn futures contracts   3,068,988     $
-     $ -     $ 3,068,988  
                                 

December 31, 2014

       

 

                               
                              Balance as of   
Assets:   Level 1   Level 2   Level 3   December 31, 2014
Cash equivalents   $ 106,858,496   $ -   $ -   $ 106,858,496
Corn futures contracts   3,651,637   -   -   3,651,637
Total   $ 110,510,133   $ -   $ -   $ 110,510,133
     
                            Balance as of   
Liabilities:   Level 1   Level 2   Level 3   December 31, 2014
Corn futures contracts   $ 1,899,925   $ -   $ -   $ 1,899,925

For the three and nine months ended September 30, 2015 and 2014, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.

 

Note 5 - 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 nine months ended September 30, 2015 and 2014, the Fund invested only in 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 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 table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”

The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of September 30, 2015 and Newedge USA as of December 31, 2014.


Offsetting of Financial Assets and Derivative Assets as of September 30, 2015

(i) (ii) (iii) = (i) – (ii) (iv) (v) = (iii) – (iv)
    
 Gross Amount Not Offset in the
 Statement of Assets and Liabilities
Gross Amount Net Amount
Offset in the Presented in the
Gross Amount Statement of Statement of
of Recognized Assets and Assets and Futures Contracts Collateral, Due
Description Assets Liabilities Liabilities Available for Offset to Broker Net Amount
Commodity price
   Corn futures contracts $ 860,075 $ - $ 860,075 $ 860,075 $ - $ -

 

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2015

(i) (ii) (iii) = (i) – (ii) (iv) (v) = (iii) – (iv)
    
 Gross Amount Not Offset in the
 Statement of Assets and Liabilities
Gross Amount Net Amount
Offset in the Presented in the
Gross Amount Statement of Statement of
of Recognized Assets and Assets and Futures Contracts Collateral, Due
Description Liabilities Liabilities Liabilities Available for Offset from Broker Net Amount
Commodity price
   Corn futures contracts $ 3,068,988 $ - $ 3,068,988
$ 860,075
$ 2,208,913
$ -

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2014

(i) (ii) (iii) = (i) – (ii) (iv) (v) = (iii) – (iv)
    
 Gross Amount Not Offset in the
 Statement of Assets and Liabilities
Gross Amount Net Amount
Offset in the Presented in the
Gross Amount Statement of Statement of
of Recognized Assets and Assets and Futures Contracts Collateral, Due
Description Assets
Liabilities Liabilities Available for Offset to Broker Net Amount
Commodity price
   Corn futures contracts $ 3,651,637
$ - $ 3,651,637 $ 1,899,925 $ - $ 1,751,712

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2014

(i) (ii) (iii) = (i) – (ii) (iv) (v) = (iii) – (iv)
    
 Gross Amount Not Offset in the
 Statement of Assets and Liabilities
Gross Amount Net Amount
Offset in the Presented in the
Gross Amount Statement of Statement of
of Recognized Assets and Assets and Futures Contracts Collateral, Due
Description Liabilities Liabilities Liabilities Available for Offset from Broker Net Amount
Commodity price
   Corn futures contracts $ 1,899,925 $ - $ 1,899,925 $ 1,899,925 $ - $ -

 

The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:

 

Three months ended September 30, 2015

             
  Net Change in Unrealized 
Realized Gain on Appreciation or Depreciation on
Primary Underlying Risk Commodity Futures Contracts Commodity Futures Contracts
Commodity Price
Corn futures contracts $ 83,175

$ (7,447,263)
           

Three months ended September 30, 2014

         
  Net Change in Unrealized 
Realized Loss on Appreciation or Depreciation on
Primary Underlying Risk Commodity Futures Contracts Commodity Futures Contracts
Commodity Price
Corn futures contracts $ (16,012,787) $ (6,859,262)
           

Nine months ended September 30, 2015

         
         Net Change in Unrealized 
     Realized Loss on   Appreciation or Depreciation on 
Primary Underlying Risk    Commodity Futures Contracts   Commodity Futures Contracts 
 Commodity Price          
 Corn futures contracts   $ (4,245,750) $ (3,960,625)

   

             

Nine months ended September 30, 2014

             
             Net Change in Unrealized  
     Realized Loss on        Appreciation or Depreciation on  
Primary Underlying Risk    Commodity Futures Contracts        Commodity Futures Contracts  
Commodity Price              
 Corn futures contracts   $ (12,120,329)     $ (11,704,949)

 

Volume of Derivative Activities

The average notional market value categorized by primary underlying risk for the futures contracts held was $73.8 million and $78.1 million for the three and nine months ended September 30, 2015 and $97.6 million and $94.8 million for the same periods in 2014.

 

Note 6 – Financial Highlights

 

The following table presents per share performance data and other supplemental financial data for the three and nine months ended September 30, 2015 and 2014. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.

 

    Three months ended       Three months ended     Nine months ended   Nine months ended 
Per Share Operation Performance     September 30, 2015       September 30, 2014     September 30, 2015   September 30, 2014 
Net asset value at beginning of period   $ 25.88     $ 29.49     $ 26.62     $ 30.64    
Loss from investment operations:                              
Investment income      0.02        0.00       0.02       0.01    
Net realized and unrealized loss on commodity futures contracts      (2.11     (6.46     (2.40 )     (6.98 )  
Total expenses      (0.25      (0.23     (0.70 )     (0.87 )  
Net decrease in net asset value     (2.34      (6.69     (3.08 )     (7.84 )  
Net asset value at end of period   $ 23.54     $  22.80     $ 23.54     $ 22.80    
Total Return     (9.04 )%      (22.69 )%     (11.57 )%     (25.59 )%  
Ratios to Average Net Assets (Annualized)                                
Total expenses     4.21 %      3.51 %     3.86 %     3.44 %  
Total expense, net     4.13 %      3.54 %     3.83 %     3.89 %  
Net investment loss     (3.86 )%      (3.52 )%     (3.70 )%     (3.85 )%  


Effective in the third quarter 2015, the financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses. In prior periods, the financial highlights per share data are calculated using the average of the daily shares outstanding for the reporting period, which is inclusive of the last day of the period. Any change in methodology was not material to the ratios presented.

 

 

Note 7 – Organizational and Offering Costs 

 

Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.

 

Note 8 – Subsequent Events

Management has evaluated the three months ended September 30, 2015 financial statements for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:

On October 28, 2015, the $16,504 of cash that had been held in custody at The Bank of New York Mellon was transferred to the Fund’s account at U.S. Bank following payment of all amounts owed.

 

 

TEUCRIUM SOYBEAN FUND

STATEMENTS OF ASSETS AND LIABILITIES

 

September 30, 2015

December 31, 2014

(Unaudited)
Assets
Cash and cash equivalents $ 6,489,031 $ 11,505,788
Interest receivable 71 786
Restricted cash      142,616        -  
Other assets 61,085 41,812
Equity in trading accounts:
   Commodity futures contracts                            42,925       -   
   Due from broker 815,836 702,100
      Total equity in trading accounts                        858,761       702,100
 
Total assets $ 7,551,564 $ 12,250,486
Liabilities
Management fee payable to Sponsor 5,810 10,446
Other liabilities 4,845 6,878
Equity in trading accounts:
    Commodity futures contracts                        347,400 277,013  
Total Liabilities 358,055 294,337
Net assets $ 7,193,509 $ 11,956,149
 
Shares outstanding 400,004 575,004
 
Net asset value per share $ 17.98 $ 20.79
 
Market value per share $ 18.00 $ 20.76

 

The accompanying notes are an integral part of these financial statements.


TEUCRIUM SOYBEAN FUND

SCHEDULE OF INVESTMENTS

September 30, 2015

(Unaudited)


    Percentage of   
Description: Assets Fair Value Net Assets Shares
Cash equivalents
Money market funds
    Fidelity Institutional Prime Money Market Portfolio (cost $669,290) $ 669,290 9.30 % 669,290






Notional Amount
(Long Exposure)
Commodity futures contracts
United States soybean futures contracts
    CBOT soybean futures MAR16 (48 contracts) $ 42,925 0.60 % $ 2,153,400
               
                    Percentage of         Notional Amount   
 Description: Liabilities    Fair Value      Net Assets       (Long Exposure)  
                         
 Commodity futures contracts                        
 United States soybean futures contracts                        
    CBOT soybean futures JAN16 (56 contracts) $ 147,838 2.06 % $ 2,503,200
    CBOT soybean futures NOV16 (57 contracts) 199,562 2.77 2,545,763
Total commodity futures contracts $ 347,400 4.83 % $ 5,048,963

 

The accompanying notes are an integral part of these financial statements

 

TEUCRIUM SOYBEAN FUND

SCHEDULE OF INVESTMENTS

December 31, 2014


    Percentage of   
Description: Assets Fair Value Net Assets Shares
Cash equivalents
Money market funds
    Dreyfus Cash Management - Institutional (cost $11,505,788) $ 11,505,788 96.23 % 11,505,788
Percentage of Notional Amount
Description: Liabilities Fair Value Net Assets (Long Exposure)
Commodity futures contracts
United States soybean futures contracts
    CBOT soybean futures MAR15 (82 contracts) $ 7,612 0.06 % $ 4,196,350
    CBOT soybean futures MAY15 (69 contracts) 126,663 1.06 3,555,225
    CBOT soybean futures NOV15 (83 contracts) 142,738 1.19 4,172,825
Total commodity futures contracts $ 277,013 2.31 % $ 11,924,400

 

The accompanying notes are an integral part of these financial statements.


TEUCRIUM SOYBEAN FUND

STATEMENTS OF OPERATIONS

(Unaudited)

 

       Three months ended   Three months ended     Nine months ended      Nine months ended  
       September 30, 2015     September 30, 2014   20September 30, 201515    September 30, 2014  
Income      
Realized and unrealized loss on trading of commodity futures contracts:  


 
Realized loss on commodity futures contracts $ (356,775 ) $ (392,525 )  $ (1,091,489 ) $ (149,950)  
Net change in unrealized appreciation or depreciation on commodity futures contracts (622,013 ) (553,150 )   (27,462 ) (538,487)  
Interest income 4,769 230   6,609 993  
      Total loss (974,019 ) (945,445 )   (1,112,342 ) (687,444)  
 
 
Expenses  
 
   Management fees 18,701 10,432   55,603 31,854  
   Professional fees 67,993 49,367   100,679 84,759  
   Distribution and marketing fees 30,596 14,997   78,138 32,693  
   Custodian fees and expenses 69,982 1,872   133,982 4,052  
   Business permits and licenses fees 3,468 7,870   13,542 16,702  
   General and administrative expenses 7,083 2,746   16,061 7,821  
   Brokerage commissions 1,683 -   4,445 1,800  
   Other expenses 20 1,548   2,515 4,183  
        Total expenses 199,526 88,832   404,965 183,864  
   
Expenses waived by the Sponsor (129,551 ) (50,244 )   (243,723 ) (50,244)  
Reimbursement of expenses previously waived  -   227   -  
25,139  
     
 
Total expenses, net 69,975 38,815
  161,242     158,759  

         
Net loss $ (1,043,994 ) $ (984,260 )  $ (1,273,584  $ (846,203)
 
         
Net loss per share $ (2.62 ) $ (4.99 )  $ (2.81  $  (3.79)  
Net loss per weighted average share $ (2.63 ) $ (5.20 )  $ (3.33  $ (4.68)  
Weighted average shares outstanding 397,287 189,406    382,422     180,773  

 

 The accompanying notes are an integral part of these financial statements.


TEUCRIUM SOYBEAN FUND

STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)


Nine months ended

Nine months ended

 September 30, 2015

 September 30, 2014

Operations
Net loss $ (1,273,584 ) $ (846,203)
Capital transactions
Issuance of Shares 2,478,439 2,858,859
Redemption of Shares (5,967,495 ) (1,718,519 )
Total capital transactions (3,489,056 ) 1,140,340
Net change in net assets (4,762,640 ) 294,137
Net assets, beginning of period $ 11,956,149 $ 4,016,972
Net assets, end of period $ 7,193,509 $ 4,311,109
Net asset value per share at beginning of period $ 20.79 $ 22.95
Net asset value per share at end of period $ 17.98 $ 19.16
Creation of Shares 125,000 125,000
Redemption of Shares 300,000 75,000

 

The accompanying notes are an integral part of these financial statements.


TEUCRIUM SOYBEAN FUND

STATEMENTS OF CASH FLOWS

(Unaudited)

 

Nine months ended

Nine months ended

September 30, 2015

September 30, 2014

Cash flows from operating activities:
Net loss $ (1,273,584 ) $ (846,203 )
Adjustments to reconcile net loss to net cash used in operating activities:
Net change in unrealized appreciation or depreciation on commodity futures contracts 27,462
538,487
Changes in operating assets and liabilities:
         Due from broker (113,736 ) (538,136 )
         Interest receivable 715 11
         Restricted cash      (142,616      -  
         Other assets (19,273 ) (5,523 )
         Management fee payable to Sponsor (4,636 ) (167 )
         Other liabilities (2,033 ) (170 )
Net cash used in operating activities (1,527,701 ) (851,701 )
Cash flows from financing activities:
        Proceeds from sale of Shares 2,478,439 2,858,859
        Redemption of Shares (5,967,495 ) (1,718,519 )
Net cash (used in) provided by financing activities (3,489,056 ) 1,140,340
Net change in cash and cash equivalents (5,016,757 ) 288,639
Cash and cash equivalents, beginning of period 11,505,788 3,765,791
Cash and cash equivalents, end of period $ 6,489,031 $ 4,054,430

 

The accompanying notes are an integral part of these financial statements.

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2015
(Unaudited)

Note 1 – Organization and Operation

Teucrium Soybean Fund (referred to herein as “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. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund 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 “Distributor”). 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 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 Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the “NFA”) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009.

On June 17, 2011, the Fund’s registration of 10,000,000 shares on Form S-1 was declared effective by the SEC. On September 19, 2011, the Fund listed its shares on the NYSE Arca under the ticker symbol “SOYB.” On the business day prior to that, the Fund issued 100,000 shares in exchange for $2,500,000 at the Fund’s initial NAV of $25 per share. The Fund also commenced investment operations on September 19, 2011 by purchasing soybean commodity futures contracts traded on the CBOT. On December 31, 2010, the Fund had four shares outstanding, which were owned by the Sponsor. On September 30, 2014, a subsequent registration statement for SOYB was declared effective by the SEC.

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 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, as applicable. The operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015.

Subject to the terms of the Trust Agreement,  the Sponsor may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.

 

Note 2 – Principal Contracts and Agreements


On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212.  In addition, effective on the Conversion Date, U.S. Bancorp Fund Services, LLC (“USBFS”), a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee.  The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS.

Given this conversion, the Sponsor has, in the quarter-ended September 30, 2015, reflected an adjusted estimate of the fees associated with Custodian, Fund Administration and Transfer Agent services (“Custodian Fees”) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund.  The Custodian Fees reflected in the financial statements through September 30, 2015, net of expenses waived by the Sponsor, is generally as had been presented in prior periods of 2015 as discussed in the Form 10-Q for the period ended June 30, 2015.

For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. 

For the three months ended September 30, such expenses include both the fees for the Bank of New York Mellon and U.S. Bank, which are recorded in custodian fees and expenses on the statements of operations, totaled $69,982 in 2015 and $1,872 in 2014; of these amounts $69,982 in 2015 and $1,140 in 2014, respectively, were waived by the Sponsor. For the nine months ended September 30, such expenses, totaled $133,982 in 2015 and $4,053 in 2014; of these amounts $133,982 in 2015 and $1,140 in 2014, respectively, were waived by the Sponsor.

The Sponsor and the Trust employ Foreside Fund Services, LLC as the Distributor for the Funds. The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under FINRA rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. For the three months ended September 30, such expenses, which are recorded in distribution and marketing fees on the statements of operations, totaled $3,070 in 2015 and $1,139 in 2014; of these amounts $1,256 in 2015 and $834 in 2014, respectively, were waived by the Sponsor. For the nine months ended September 30, such expenses, totaled $8,095 in 2015 and $4,110 in 2014; of these amounts $3,812 in 2015 and $834 in 2014, respectively, were waived by the Sponsor.

In 2014, Newedge USA, LLC (“Newedge USA”) served as the Funds’ futures commission merchant (“FCM”) and primary clearing broker to execute and clear the Funds’ futures transactions and provide other brokerage-related services.  In 2014, the Funds introduced the use of Jefferies LLC (“Jefferies”), for the execution and clearing of the Funds’ futures and options, if any, on futures transactions. On January 2, 2015, Newedge USA, LLC (“Newedge USA”) merged with and into SG Americas Securities, LLC (“SG”), with the latter as the surviving entity. On February 6, 2015 Jefferies LLC (“Jefferies”) became the Funds’ FCM and primary clearing broker. All futures contracts held by SG were transferred to Jefferies on that date. As of February 23, 2015, all residual cash balances held at SG had been transferred to Jefferies and the balance in all SG accounts was $0Effective June 3, 2015, ED&F Man Capital Markets Inc. (“ED&F Man”) replaced Jefferies as the Underlying Funds’ FCM and the clearing broker to execute and clear the Underlying Fund’s futures and provide other brokerage-related services. As of June 4, 2015, all futures contracts and residual cash balances held at Jefferies had been transferred to ED&F Man and the balance in all Jefferies accounts was $0.

Currently, ED&F Man serves as the Funds clearing broker to execute and clear futures and provide other brokerage-related services.  ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA.  ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA.  ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Soybean Futures Contracts Newedge, SG, Jefferies and ED&F Man were paid $8.00 per round turn. For the three months ended September 30, such expenses, which are recorded in brokerage commissions on the statements of operations, totaled $1,683 in 2015 and $0 in 2014 and was paid by the Fund. For the nine months ended September 30, such expenses, totaled $4,445 in 2015 and $1,800 in 2014 and was paid by the Fund.

The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation.  The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. The Fund did not recognize any expense for these services in the three and nine months ended September 30, 2015. For the three and nine months ended September 30, 2014, the Fund recognized $104 for these services and was paid for by the Fund. This expense is recorded in business permits and licenses fees on the statements of operations.


Note 3 – Summary of Significant Accounting Policies

 

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

Correction of immaterial error in previously issued financial statements.

Effective with the period ended June 30, 2014, expenses for the current and comparative periods are presented both gross and net of any expenses waived by or paid by the Sponsor that would have been incurred by the Funds (“expenses waived by the Sponsor”). In addition, certain expenses paid by the Sponsor on behalf of the Funds for the year ended December 31, 2013 that were subject to possible recovery from the Funds in the following year, as had been previously disclosed in aggregate for the Trust in the Form 10-K for 2013, have also been included in expenses and waived/reimbursed expenses in the period incurred by the Sponsor. These expenses, if reimbursed by the Funds to the Sponsor in 2014 are then presented as a reimbursement of expenses previously waived. “Total expenses, net”, which is after the impact of any expenses waived by or reimbursed to the Sponsor, are presented in the same manner as previously reported. There is, therefore, no impact to, or change in the Net gain or Net loss in any period for the Trust and each Fund as a result of this change in presentation.

 

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 statements of assets and liabilities 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 statements 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. 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 the trade date and 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 shareholders 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.

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. For all tax years 2012 to 2014, the Fund remains subject to income tax examinations by major taxing authorities. 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, 2015 and for the years ended December 31, 2014, 2013 and 2012. 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, ongoing 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 the results of operations. No interest expense or penalties have been recognized as of and for the nine months ended September 30, 2015 and 2014.

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 the 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 the Fund 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 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.

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.

As outlined in the most recent Form S-1 filing, 50,000 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 and Cash Equivalents

Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. 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 these balances of its assets on deposit with banks. The Fund had a balance of $669,290 and $11,505,788 in money market funds at September 30, 2015 and December 31, 2014, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities.  Effective in the second quarter 2015, the Sponsor invested a portion of the available cash for the Fund in alternative demand-deposit savings accounts, which is classified as cash and not as a cash equivalent. The Fund had a balance of $5,819,741 in a demand-deposit savings account on September 30, 2015. This change resulted in a reduction in the balance held in money market funds. Assets deposited with financial institutions, at times, exceed federally insured limits.

 

Restricted Cash

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid.  The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that are held in custody at The Bank of New York Mellon under this amended agreement are reflected on the Statements of Assets and Liabilities of the Fund and the Trust as Restricted Cash.

 

Due from/to Broker

The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records. 

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 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, U.S. Bancorp Fund Services, calculates the NAV of the Fund once each trading day. It calculates the 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. 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, Allocation of Expenses and Related Party Transactions

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 Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as financial reporting and related accounting, regulatory compliance and trading activities. In addition, 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. 

The Fund generally 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, FINRA, 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 within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing financial reporting and related accounting, regulatory compliance, and trading activities that are directly attributable to the Fund. For the three months ended September 30, such expenses, which are primarily included as distribution and marketing fees, totaled $33,186 in 2015 and $8,535 in 2014, respectively, of these expenses $6,427 in 2015 and $325 were waived by the Sponsor. For the nine months ended September 30, such expenses, totaled $87,504 in 2015 and $37,089 in 2014, respectively, of these expenses $33,795 in 2015 and $325 in 2014, respectively, were waived by the Sponsor. All asset-based fees and expenses for the Funds are calculated on the closing net asset value.

For the three and nine months ended September 30, 2015, there were $129,551 and $243,723 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

For the three and nine months ended September 30, 2014, there were $50,244 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

For the year ended December 31, 2013, there were $68,857 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Fund in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In the three and nine months ended September 30, 2014, asset growth and other changes experienced by the Fund enabled the Sponsor to claim reimbursement of $227 and $25,139 respectively, from the Fund.  This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.

 

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 U.S. 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 U.S. 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 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments 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 financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument 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 financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments 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 financial instruments. This condition could cause a financial instrument 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 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, 2015 and 2014, in the opinion of the Trust and the Fund, the reported value of the Soybean Futures Contracts traded on the CBOT fairly reflected the value of the Soybean Futures Contracts held by the Fund, with no adjustments necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the three and nine months being reported.

For the three and nine months ended September 30, 2015, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

For the quarter ended March 31, 2014, Soybean Futures Contracts traded on the CBOT which will settle on November 13, 2015 (the “NOV15 Soybean Contracts”) did not, in the opinion of the Trust and SOYB, trade in an actively traded futures market as defined in the policy of the Trust and SOYB for the entire period during which they were held. Accordingly, the Trust and SOYB have classified these as a Level 2 liability for the period ended March 31, 2014. The NOV15 Soybean Contracts were, in the opinion of the Trust and SOYB, fairly valued at settlement on March 31, 2014. These transferred back to a Level 1 liability for the quarter ended June 30, 2014.

The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, 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.

 

Expenses

Expenses are recorded using the accrual method of accounting.

 

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 Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.

 

New Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2009-12, “Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”, to amend the existing guidance in FASB Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (formerly FASB Statement 157, Fair Value Measurements). The ASU amends ASC 820 to create a practical expedient to measure the fair value of investments in certain entities that do not have a quoted market price but calculate net asset value per share or its equivalent. In addition, the amendments to ASC 820 provide guidance on classifying investments that are measured using the practical expedient in the fair value hierarchy and require specific disclosures for eligible investments, regardless of whether the practical expedient has been applied. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. These amendments will be applied retrospectively to all periods presented. The company is currently evaluating the impact on the financial statements and disclosures of the Fund.


The FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in this update change the requirements for reporting discontinued operations in Subtopic 2015-20.  A significant provision of ASU 2014-08 calls for reporting as discontinued operations only those disposals that represent a strategic shift or have a major impact on the an entity’s financial results and operations. The Company elected to early adopt this ASU for the year ended December 31, 2014 and the adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2014-11, “Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financing, and Disclosures.” The amendments in this update require changes to the accounting for repurchase-to-maturity transactions and enhances the required disclosures for repurchase agreements and other similar transactions. The amendments are effective for the first interim or annual period beginning after December 15, 2014. The adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds.

 

Note 4 – 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 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of September 30, 2015 and December 31, 2014:

 

September 30, 2015

   Balance as of
Assets: Level 1 Level 2     Level 3    

September 30, 2015

Cash equivalents $  669,290 $  - $  - $  669,290
Soybean futures contracts     42,925       -       -       42,925  
Total   $ 712,215     $ -     $  -     $ 712,215  


Balance as of
Liabilities: Level 1 Level 2 Level 3

September 30, 2015

Soybean futures contracts $ 347,400
$ - $ - $ 347,400

 

December 31, 2014

Balance as of
Assets: Level 1 Level 2 Level 3

December 31, 2014

Cash equivalents $ 11,505,788
$ - $ - $ 11,505,788

 

 

Balance as of
Liabilities: Level 1 Level 2 Level 3

December 31, 2014

Soybean futures contracts $ 277,013 $ - $ - $ 277,013

 

For the three and nine months ended September 30, 2015, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

Transfers into and out of each level of the fair value hierarchy for the NOV15 Soybean Contracts for the nine months ended September 30, 2014 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  
Liabilities (at fair value)                                            
Derivative contracts                                            
Soybean future contracts   $ 12,075 $ 12,075     $ 12,075     $ 12,075     $ -     $ -  

 

See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.

 

Note 5 -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 nine months ended September 30, 2015 and 2014, the Fund invested only in 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 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 table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”

The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of September 30, 2015 and Newedge USA as of December 31, 2014.

 

Offsetting of Financial Liabilities and Derivative Assets as of September 30, 2015

 

(i) (ii) (iii) = (i)  (ii) (iv) (v) = (iii)  (iv)

Gross Amount Not Offset in the
Statement of Assets and Liabilities
Gross Amount Net Amount

Offset in the Presented in the
Gross Amount Statement of Statement of Futures Contracts
Description of Recognized
Assets
Assets and
Liabilities
Assets and
Liabilities
Available for
Offset
Collateral, Due
to Broker

Net Amount
Commodity price
   Soybean futures contracts $ 42,925 $ - $ 42,925 $ 42,925 $ -
$ -


Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2015


(i) (ii) (iii) = (i)  (ii) (iv) (v) = (iii)  (iv)

Gross Amount Not Offset in the
Statement of Assets and Liabilities
Gross Amount Net Amount

Offset in the Presented in the
Gross Amount Statement of Statement of Futures Contracts
Description of Recognized
Liabilities
Assets and
Liabilities
Assets and
Liabilities
Available for
Offset
Collateral, Due
from Broker

Net Amount
Commodity price
   Soybean futures contracts $ 347,400
$ - $ 347,400
$ 42,925
$ 304,475
$ -

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2014

 

(i) (ii) (iii) = (i)  (ii) (iv) (v) = (iii)  (iv)
Gross Amount Not Offset in the
Statement of Assets and Liabilities
Gross Amount Net Amount

Offset in the Presented in the
Gross Amount Statement of Statement of Futures Contracts
Description of Recognized
Liabilities
Assets and
Liabilities
Assets and
Liabilities
Available for 
Offset
Collateral, Due
from Broker
Net Amount
Commodity price
   Soybean futures contracts $ 277,013 $ - $ 277,013 $ - $ 277,013 $ -

 

The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:

 

Three months ended September 30, 2015


Realized Loss on
Commodity Futures Contracts
 Net Change in Unrealized
Appreciation or Depreciation on
Commodity Futures Contracts
Primary Underlying Risk
    Commodity price
        Soybean futures contracts $ (356,775 ) $ (622,013)

Three months ended September 30, 2014

  Realized Loss on
Commodity Futures Contracts
 Net Change in Unrealized
Appreciation or Depreciation on
Commodity Futures Contracts
Primary Underlying Risk
    Commodity price
       Soybean futures contracts $ (392,525 ) $ (553,150 )


Nine months ended September 30, 2015

 

          Net Change in Unrealized   
    Realized Loss on     Appreciation or Depreciation on
 
Primary Underlying Risk   Commodity Futures Contracts     Commodity Futures Contracts
 
Commodity price                
Soybean futures contracts   $ (1,091,489   $ (27,462

 

Nine months ended September 30, 2014

 

          Net Change in Unrealized   
    Realized Loss on     Appreciation or Depreciation on
 
Primary Underlying Risk   Commodity Futures Contracts     Commodity Futures Contracts
 
Commodity price                
Soybean futures contracts   $ (149,950 )   $ (538,487 )

 

Volume of Derivative Activities

 

The average notional market value categorized by primary underlying risk for all futures contracts held was $7.3 million and $7.2 million for the three and nine months ended September 30, 2015 and $4.0 million and $4.2 million for the same periods in 2014.


Note 6Financial Highlights

 

The following table presents per share performance data and other supplemental financial data for the three and nine months ended September 30, 2015 and 2014. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.

 

    Three months ended       Three months ended  

Nine months ended

   

Nine months ended


 
Per Share Operation Performance     September 30, 2015       September 30, 2014  

September 30, 2015

   

September 30, 2014


 
Net asset value at beginning of period   20.60     $  24.15   $ 20.79     $ 22.95    
Loss from investment operations:                            
Investment income      0.01        0.00       0.01       0.01    
Net realized and unrealized loss on commodity futures contracts     (2.45      (4.80     (2.40 )     (2.92 )  
Total expenses      (0.18      (0.19     (0.42 )     (0.88 )  
Net decrease in net asset value     (2.62      (4.99     (2.81     (3.79 )  
Net asset value at end of period   17.98     19.16     $ 17.98     $ 19.16    
Total Return      (12.72 )%      (20.66 )%     (13.52 )%     (16.51 )%  
Ratios to Average Net Assets (Annualized)                      
Total expenses      10.67 %      8.55 %     7.31 %     5.77 %  
Total expenses, net      3.74 %      3.74 %     2.91 %     4.98 %  
Net investment loss     (3.49 )%     (3.71 )%     (2.78 )%     (4.95 )%  

Effective in the third quarter 2015, the financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses. In prior periods, the financial highlights per share data are calculated using the average of the daily shares outstanding for the reporting period, which is inclusive of the last day of the period. Any change in methodology was not material to the ratios presented.


Note 7 – Organizational and Offering Costs 

Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.

 

Note 8 – Subsequent Events


Management has evaluated the three months ended September 30, 2015 financial statements for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund.

 

TEUCRIUM SUGAR FUND

STATEMENTS OF ASSETS AND LIABILITIES

 

September 30, 2015

December 31, 2014


(Unaudited)
Assets
Cash and cash equivalents $ 3,190,464 $ 2,489,338
Interest receivable 45 173
Restricted cash      142,457        -  
Other assets 34,713 26,019
Equity in trading accounts:
Commodity futures contracts     38,405       -  
Due from broker 541,791 650,131
      580,196       650,131  
Total assets 3,947,875 3,165,661

Liabilities
Other liabilities 24 494
Equity in trading accounts:
Commodity futures contracts 229,981 503,955
Total liabilities 230,005 504,449

Net assets $ 3,717,870 $ 2,661,212

Shares outstanding 425,004 225,004

Net asset value per share $ 8.75 $ 11.83

Market value per share $ 8.75 $ 11.88

 

The accompanying notes are an integral part of these financial statements.

 

TEUCRIUM SUGAR FUND

SCHEDULE OF INVESTMENTS

September 30, 2015

(Unaudited)


Percentage of        
Description: Assets Fair Value Net Assets Shares
Cash equivalents
Money market funds
Fidelity Institutional Prime Money Market Portfolio (cost $359,156) $ 359,156 9.66 % 359,156



Notional Amount

(Long Exposure)
Commodity futures contracts
United States sugar futures contracts
ICE sugar futures JUL16 (78 contracts) $ 38,405 1.03 % $ 1,111,219
                         

            Percentage of       Notional Amount   
Description: Liabilities     Fair Value        Net Assets       (Long Exposure)   
                       
Commodity futures contracts                        
United States sugar futures contracts                        
ICE sugar futures MAY16 (91 contracts) $ 57,971 1.56 % $ 1,304,576
 ICE sugar futures MAR17 (87 contracts) 172,010 4.63
1,296,926
Total commodity futures contracts $ 229,981 6.19 % $ 2,601,502

 

The accompanying notes are an integral part of these financial statements.

 

TEUCRIUM SUGAR FUND

SCHEDULE OF INVESTMENTS

December 31, 2014

Percentage of       
Description: Assets Fair Value Net Assets Shares
Cash equivalents
Money market funds
Dreyfus Cash Management - Institutional (cost $2,484,769) $ 2,484,769 93.37 % 2,484,769
        Percentage of       Notional Amount
Description: Liabilities Fair Value       Net Assets       (Long Exposure)
Commodity futures contracts
United States sugar futures contracts
ICE sugar futures MAY15 (55 contracts) $ 241,953 9.09 % $ 919,072
ICE sugar futures JUL15 (47 contracts) 98,930 3.72 802,760
ICE sugar futures MAR16 (51 contracts) 163,072 6.13 937,910
Total commodity futures contracts $ 503,955 18.94 % $ 2,659,742

 

The accompanying notes are an integral part of these financial statements.

 

TEUCRIUM SUGAR FUND

STATEMENTS OF OPERATIONS

(Unaudited)

 

 Three months ended     Three months ended
Nine months ended     Nine months ended 
September 30, 2015    

September 30, 2014

September 30, 2015    

September 30, 2014

Income                
Realized and unrealized gain (loss) on trading of commodity futures contracts:                
Realized loss on commodity futures contracts $ (446,791   $ (134,792 ) $  (1,286,051   $ (131,409 )
Net change in unrealized appreciation or depreciation on commodity futures contracts   116,167     (222,499 )   312,379     (33,835 )
Interest income   2,358     181   3,507     639
Total loss   (328,266   (357,110 )   (970,165   (164,605 )
               
Expenses                
Management fees   9,353     7,066   24,206     20,566
Professional fees   24,555     33,189   50,907     58,528
Distribution and marketing fees   14,385     2,500   22,632     32,388
Custodian fees and expenses   70,194     1,338   134,194     3,965
Business permits and licenses fees   6,657     -   7,539     13,000
General and administrative expenses   3,002     2,813   3,378     11,424
Brokerage commissions      -        3,000       -       3,000
Other expenses   679     290   1,426     1,848
Total expenses   128,825     50,196   244,282     144,719
               
Expenses waived by the Sponsor   (109,353   (37,600 )   (197,178   (105,474 )
           
Total expenses, net   19,472     12,596    47,104     39,245
           
Net loss $  (347,738   $ (369,706 ) $  (1,017,269   $ (203,850 )
           
Net loss per share $ (0.74   $ (1.85 ) (3.08   $ (0.92 )
Net loss per weighted average share $ (0.79   $ (1.85 ) (2.99   $ (1.07 )
Weighted average shares outstanding   439,134     200,004   340,022     191,121

 

The accompanying notes are an integral part of these financial statements.

 

TEUCRIUM SUGAR FUND

STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

 

Nine months ended

 

 

Nine months ended

 

September 30, 2015

 

 

September 30, 2014

 

Operations
Net loss $ (1,017,269 ) $ (203,850 )
Capital transactions
Issuance of Shares 2,278,365 743,126
Redemption of Shares      (204,438      (371,711 )
Total capital transactions 2,073,927 371,415
Net change in net assets 1,056,658 167,565
Net assets, beginning of period $ 2,661,212 $ 2,468,403
Net assets, end of period $ 3,717,870 $ 2,635,968
Net asset value per share at beginning of period $ 11.83 $ 14.10
Net asset value per share at end of period $ 8.75 $ 13.18
Creation of Shares 225,000 50,000
Redemption of Shares 25,000 25,000

 

The accompanying notes are an integral part of these financial statements.

 

TEUCRIUM SUGAR FUND

STATEMENTS OF CASH FLOWS

(Unaudited)

 

Nine months ended

 

Nine months ended

 

September 30, 2015

    September 30, 2014  
Cash flows from operating activities:
Net loss $ (1,017,269 ) $ (203,850 )
Adjustments to reconcile net loss to net cash used in operating activities:
Net change in unrealized appreciation or depreciation on commodity futures contracts (312,379 ) 33,835
Changes in operating assets and liabilities:
  Due from broker 108,340
(44,483 )
  Interest receivable 128
(7 )
  Restricted cash      (142,457      -  
  Other assets (8,694 ) (14,193 )
  Other liabilities (470 ) 400
Net cash used in operating activities (1,372,801 ) (228,298 )
Cash flows from financing activities:
  Proceeds from sale of Shares 2,278,365 743,126
  Redemption of Shares     (204,438      (371,711 )
Net cash provided by financing activities 2,073,927 371,415
Net change in cash and cash equivalents 701,126
143,117
Cash and cash equivalents, beginning of period 2,489,338 2,366,377
Cash and cash equivalents, end of period $ 3,190,464 $ 2,509,494

 

The accompanying notes are an integral part of these financial statements.

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2015
(Unaudited)

Note 1 – Organization and Operation 


Teucrium Sugar Fund (referred to herein as “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. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund 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 “Distributor”). 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 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 Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the “NFA”) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009.

On June 17, 2011, the Fund’s 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, the Fund listed its shares on the NYSE Arca under the ticker symbol “CANE.” On the business day prior to that, the Fund issued 100,000 shares in exchange for $2,500,000 at the Fund’s initial NAV of $25 per share. The Fund also commenced investment operations on September 19, 2011 by purchasing commodity futures contracts traded on ICE. On December 31, 2010, the Fund had four shares outstanding, which were owned by the Sponsor. On September 30, 2014, a subsequent registration statement for CANE was declared effective by the SEC.

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 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, as applicable. The operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015.

 

Subject to the terms of the Trust Agreement,  the Sponsor may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.

 

Note 2 – Principal Contracts and Agreements


On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212.  In addition, effective on the Conversion Date, U.S. Bancorp Fund Services, LLC (“USBFS”), a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee.  The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS.

Given this conversion, the Sponsor has, in the quarter-ended September 30, 2015, reflected an adjusted estimate of the fees associated with Custodian, Fund Administration and Transfer Agent services (“Custodian Fees”) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund.  The Custodian Fees reflected in the financial statements through September 30, 2015, net of expenses waived by the Sponsor, is generally as had been presented in prior periods of 2015 as discussed in the Form 10-Q for the period ended June 30, 2015.

For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. 

For the three months ended September 30, such expenses include both the fees for the Bank of New York Mellon and U.S. Bank, which are recorded in custodian fees and expenses on the statements of operations, totaled $70,194 in 2015 and $1,338 in 2014; of these amounts $70,194 in 2015 and $1,338 in 2014, respectively, were waived by the Sponsor. For the nine months ended September 30, such expenses, totaled $134,194 in 2015 and $3,965 in 2014; of these amounts $134,194 in 2015 and $3,965 in 2014, respectively, were waived by the Sponsor.

The Sponsor and the Trust employ Foreside Fund Services, LLC as the Distributor for the Funds. The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under FINRA rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. For the three months ended September 30, such expenses, which are recorded in distribution and marketing fees on the statements of operations, totaled $1,016 in 2015 and $836 in 2014; of these amounts $397 in 2015 and $836 in 2014, respectively, were waived by the Sponsor. For the nine months ended September 30, such expenses, totaled $2,451 in 2015 and $2,261 in 2014; of these amounts $867 in 2015 and $2,261 in 2014, respectively, were waived by the Sponsor.


In 2014, Newedge USA, LLC (“Newedge USA”) served as the Funds’ futures commission merchant (“FCM”) and primary clearing broker to execute and clear the Funds’ futures transactions and provide other brokerage-related services.  In 2014, the Funds introduced the use of Jefferies LLC (“Jefferies”), for the execution and clearing of the Funds’ futures and options, if any, on futures transactions. On January 2, 2015, Newedge USA, LLC (“Newedge USA”) merged with and into SG Americas Securities, LLC (“SG”), with the latter as the surviving entity. On February 6, 2015 Jefferies LLC (“Jefferies”) became the Funds’ FCM and primary clearing broker. All futures contracts held by SG were transferred to Jefferies on that date. As of February 23, 2015 all residual cash balances held at SG had been transferred to Jefferies and the balance in all SG accounts was $0Effective June 3, 2015, ED&F Man Capital Markets Inc. (“ED&F Man”) replaced Jefferies as the Underlying Funds’ FCM and the clearing broker to execute and clear the Underlying Fund’s futures and provide other brokerage-related services. As of June 4, 2015 all futures contracts and residual cash balances held at Jefferies had been transferred to ED&F Man and the balance in all Jefferies accounts was $0.

Currently, ED&F Man serves as the Funds clearing broker to execute and clear futures and provide other brokerage-related services.  ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA.  ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA.  ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges For Sugar Futures Contracts Newedge, SG, Jefferies and ED&F Man were paid $8.00 per round turn. The Fund did not recognize any expense for these services in the three and nine months ended September 30, 2015. For the three and nine months ended September 30, 2014, the Fund recognized $3,000 of expenses and was paid by the Fund. This expenses is recorded in brokerage commissions on the statements of operations.

The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation.  The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. The Fund did not recognize any expense for these services in the three and nine months ended September 30, 2015. For the three and nine months ended September 30, 2014, the Fund recognized $52 for these services and was waived by the Sponsor. This expense is recorded in business permits and licenses fees on the statements of operations.

 

Note 3 – Summary of Significant Accounting Policies

 

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

Correction of immaterial error in previously issued financial statements.

Effective with the period ended June 30, 2014, expenses for the current and comparative periods are presented both gross and net of any expenses waived by or paid by the Sponsor that would have been incurred by the Funds (“expenses waived by the Sponsor”). In addition, certain expenses paid by the Sponsor on behalf of the Funds for the year ended December 31, 2013 that were subject to possible recovery from the Funds in the following year, as had been previously disclosed in aggregate for the Trust in the Form 10-K for 2013, have also been included in expenses and waived/reimbursed expenses in the period incurred by the Sponsor. These expenses, if reimbursed by the Funds to the Sponsor in 2014 are then presented as a reimbursement of expenses previously waived. “Total expenses, net”, which is after the impact of any expenses waived by or reimbursed to the Sponsor, are presented in the same manner as previously reported. There is, therefore, no impact to, or change in the Net gain or Net loss in any period for the Trust and each Fund as a result of this change in presentation.

  

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 statements of assets and liabilities 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 statements 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. 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 the trade date and 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 shareholders 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.

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. For all tax years 2012 to 2014, the Fund remains subject to income tax examinations by major taxing authorities. 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 tax benefits as of September 30, 2015 and for the years ended December 31, 2014, 2013 and 2012. 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, ongoing 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 the results of operations. No interest expense or penalties have been recognized as of and for the nine months ended September 30, 2015 and 2014.

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 the 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 the Fund 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 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.

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.

As outlined in the most recent Form S-1 filing, 50,000 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 and Cash Equivalents


Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. 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 these balances of its assets on deposit with banks. The Fund had a balance of $359,156 and $2,484,769 in money market funds at September 30, 2015 and December 31, 2014, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities.  Effective in the second quarter 2015, the Sponsor invested a portion of the available cash for the Fund in alternative demand-deposit savings accounts, which is classified as cash and not as a cash equivalent. The Fund had a balance of $2,831,308 in a demand-deposit savings account on September 30, 2015. This change resulted in a reduction in the balance held in money market funds. Assets deposited with financial institutions, at times, exceed federally insured limits.


Restricted Cash

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid.  The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that are held in custody at The Bank of New York Mellon under this amended agreement are reflected on the Statements of Assets and Liabilities of the Fund and the Trust as Restricted Cash.


Due from/to Broker

The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records. 

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 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, U.S. Bancorp Fund Services, calculates the NAV of the Fund once each trading day. It calculates the 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. 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, Allocation of Expenses and Related Party Transactions

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 Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as financial reporting and related accounting, regulatory compliance and trading activities. In addition, 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.

The Fund generally 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, FINRA, 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 within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing financial reporting and related accounting, regulatory compliance, and trading activities that are directly attributable to the Fund. For the three months ended September 30, such expenses, which are primarily included as distribution and marketing fees, totaled $10,985 in 2015 and $6,698 in 2014, of these amounts, $5,953 in 2015 and $6,632 in 2014 were waived by the Sponsor. For the nine months ended September 30, such expenses, totaled $26,742 in 2015 and $21,398 in 2014, of these amounts, $13,048 in 2015 and $21,323 were waived by the Sponsor. All asset-based fees and expenses for the Funds are calculated on the closing net asset value.

For the three and nine months ended September 30, 2015, there were $109,353 and $197,178, respectively, of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

For the three and nine months ended September 30, 2014, there were $37,600 and $105,474, respectively, of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

For the year ended December 31, 2013, there were approximately $97,147 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Fund in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

 

Use of Estimates


The preparation of financial statements in conformity with U.S. 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 U.S. 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 U.S. 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 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments 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 financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument 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 financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments 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 financial instruments. This condition could cause a financial instrument 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 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, 2015 and 2014, in the opinion of the Trust and the Fund, the reported value of the Sugar Futures Contracts traded on the ICE fairly reflected the value of the Sugar Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the three and nine months being reported.

For the three and nine months ended September 30, 2015, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

For the quarter ended June 30, 2014, Sugar Futures Contracts traded on ICE due to settle on February 29, 2016 (the "MAR16 Sugar Contracts") did not, in the opinion of the Trust and CANE, trade in an actively traded futures market as defined in the policy of the Trust and CANE for the entire period during which they were held. Accordingly, the Trust and CANE classified these as a Level 2 asset. The MAR16 Sugar Contracts were, in the opinion of the Trust and CANE, fairly valued at settlement on June 30, 2014. These transferred back to a Level 1 asset for the quarter ended September 30, 2014.

The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, 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.

 

Expenses

 

Expenses are recorded using the accrual method of accounting.

 

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 Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.

 

New Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2009-12, “Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”, to amend the existing guidance in FASB Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (formerly FASB Statement 157, Fair Value Measurements). The ASU amends ASC 820 to create a practical expedient to measure the fair value of investments in certain entities that do not have a quoted market price but calculate net asset value per share or its equivalent. In addition, the amendments to ASC 820 provide guidance on classifying investments that are measured using the practical expedient in the fair value hierarchy and require specific disclosures for eligible investments, regardless of whether the practical expedient has been applied. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. These amendments will be applied retrospectively to all periods presented. The company is currently evaluating the impact on the financial statements and disclosures of the Fund.


The FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in this update change the requirements for reporting discontinued operations in Subtopic 2015-20.  A significant provision of ASU 2014-08 calls for reporting as discontinued operations only those disposals that represent a strategic shift or have a major impact on the an entity’s financial results and operations. The Company elected to early adopt this ASU for the year ended December 31, 2014 and the adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2014-11, “Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financing, and Disclosures.” The amendments in this update require changes to the accounting for repurchase-to-maturity transactions and enhances the required disclosures for repurchase agreements and other similar transactions. The amendments are effective for the first interim or annual period beginning after December 15, 2014. The adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds.


Note 4 – 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 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of September 30, 2015 and December 31, 2014:

 

September 30, 2015

                Balance as of  
Assets: Level 1     Level 2     Level 3    

September 30, 2015

 
Cash equivalents $ 359,156     $ -     $ -     $ 359,156  
Sugar futures contracts      38,405        -        -       38,405  
Total   $ 397,561     $  -      -     397,561  

 

                Balance as of  
Liabilities: Level 1     Level 2     Level 3    

September 30, 2015

 
Sugar futures contracts $ 229,981     $ -     $ -     $ 229,981  

 

December 31, 2014

                Balance as of  
Assets: Level 1  
Level 2     Level 3    

December 31, 2014

 
Cash equivalents $ 2,484,769     $ -     $ -     $ 2,484,769  

 

                Balance as of  
Liabilities: Level 1     Level 2     Level 3    

December 31, 2014

 
Sugar futures contracts $ 503,955     $ -     $ -     $ 503,955  


For the three and nine months ended September 30, 2015, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

Transfers into and out of each level of the fair value hierarchy for the MAR16 Sugar Contracts for the nine months ended September 30, 2014 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                                                
Sugar future contracts   $ 17,405
    $ 17,405
    $ 17,405     $ 17,405     $ -     $ -  

 

See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.


 Note 5 – 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 nine months ended September 30, 2015 and 2014, the Fund invested only in 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 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 table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”

 

The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of September 30, 2015 and Newedge USA as of December 31, 2014.

 

Offsetting of Financial Assets and Derivative Assets as of September 30, 2015

 

(i) (ii) (iii) = (i) – (ii) (iv) (v) = (iii) – (iv)
Gross Amount Not Offset in the

Statement of Assets and Liabilities
Gross Amount Net Amount

Offset in the Presented in the
Gross Amount Statement of Statement of Futures Contracts
Description of Recognized
Assets
Assets and
Liabilities
Assets and
Liabilities
Available for
Offset
Collateral, Due
to Broker
Net Amount
Commodity price
   Sugar futures contracts $ 38,405
$ - $ 38,405 $ 38,405 $ - $ -

 

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2015

 

(i) (ii) (iii) = (i) – (ii) (iv) (v) = (iii) – (iv)
Gross Amount Not Offset in the

Statement of Assets and Liabilities
Gross Amount Net Amount

Offset in the Presented in the
Gross Amount Statement of Statement of Futures Contracts
Description of Recognized
Liabilities
Assets and
Liabilities
Assets and
Liabilities
Available for
Offset
Collateral, Due
from Broker
Net Amount
Commodity price
   Sugar futures contracts $ 229,981 $ - $ 229,981 $ 38,405 $ 191,576 $ -

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2014

 

(i) (ii) (iii) = (i) – (ii) (iv) (v) = (iii) – (iv)

Gross Amount Not Offset in the

Statement of Assets and Liabilities

Gross Amount Net Amount

Offset in the Presented in the
Gross Amount Statement of Statement of Futures Contracts

Description of Recognized
Liabilities
Assets and
Liabilities
Assets and
Liabilities
Available for 
Offset
Collateral, Due
from Broker
Net Amount
Commodity price
  
   Sugar futures contracts $  503,955 $ - $ 503,955
$ -
$ 503,955
$  -

 

The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:

 

Three months ended September 30, 2015

  Net Change in Unrealized
Realized Loss on Appreciation or Depreciation on

Primary Underlying Risk Commodity Futures Contracts
Commodity Futures Contracts

Commodity price
Sugar futures contracts $ (446,791 ) $ 116,167

 

Three months ended September 30, 2014

           Net Change in Unrealized  
    Realized Loss on     Appreciation or Depreciation on 
 
Primary Underlying Risk   Commodity Futures Contracts
    Commodity Futures Contracts
 
Commodity price                
Sugar futures contracts   $ (134,792 )
  $ (222,499

 

Nine months ended September 30, 2015

  Net Change in Unrealized 
Realized Loss on Appreciation or Depreciation on
Primary Underlying Risk Commodity Futures Contracts
Commodity Futures Contracts
Commodity price
Sugar futures contracts $ (1,286,051 ) $ 312,379

 

Nine months ended September 30, 2014

           Net Change in Unrealized   
    Realized Loss on     Appreciation or Depreciation on
 
Primary Underlying Risk   Commodity Futures Contracts
    Commodity Futures Contracts
 
Commodity price                
Sugar futures contracts   $ (131,409 )   $ (33,835

 

Volume of Derivative Activities


The average notional market value categorized by primary underlying risk for all futures contracts held was $3.7 million and $3.4 million for the three and nine months ended September 30, 2015 and $2.8 million and $2.8 million for the same periods in 2014.

 

Note 6Financial Highlights 

The following table presents per share performance data and other supplemental financial data for the three and nine months ended September 30, 2015 and 2014. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.

 

    Three months ended       Three months ended  

Nine months ended

   

Nine months ended


 
Per Share Operation Performance   September 30, 2015     September 30, 2014  

September 30, 2015

   

September 30, 2014


 
Net asset value at beginning of period    $ 9.49      $  15.03   $ 11.83     $ 14.10
 
Loss from investment operations:                                
Investment income      0.00        0.00       0.01       0.00    
Net realized and unrealized loss on commodity futures contracts      (0.70      (1.79     (2.95 )     (0.71  
Total expenses      (0.04      (0.06     (0.14 )     (0.21 )  
Net decrease in net asset value     (0.74      (1.85     (3.08 )     (0.92  
Net asset value at end of period    $ 8.75      $  13.18     $ 8.75     $ 13.18    
Total Return      (7.80 )%     (12.31 )%     (26.04 )%     (6.52 )%  
Ratios to Average Net Assets (Annualized)                              
Total expenses      13.56 %     7.07 %     10.03 %     7.02 %  
Total expenses, net      2.05 %     1.77 %     1.93 %     1.90 %  
Net investment loss     (1.80 )%     (1.75 )%     (1.79 )%     (1.87 )%  

Effective in the third quarter 2015, the financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses. In prior periods, the financial highlights per share data are calculated using the average of the daily shares outstanding for the reporting period, which is inclusive of the last day of the period. Any change in methodology was not material to the ratios presented.

 

Note 7 – Organizational and Offering Costs

 

Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.

 

Note 8 – Subsequent Events


Management has evaluated the three months ended September 30, 2015 financial statements for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund.

 

TEUCRIUM WHEAT FUND

STATEMENTS OF ASSETS AND LIABILITIES

 

September 30, 2015 December 31, 2014

(Unaudited)
Assets
Cash and cash equivalents $ 25,756,713 $ 21,568,368
Interest receivable 266 1,707
Restricted cash  
79,885                        -  
Other assets 194,692 76,748
Equity in trading accounts:
Commodity futures contracts 468,200 729,626
   Due from broker                            3,554,088        -  
       Total equity in trading accounts                             4,022,288        729,626  
Total assets $ 30,053,844 $ 22,376,449
Liabilities
Management fee payable to Sponsor 22,090 22,583
Other liabilities 500 16,479
Equity in trading accounts:
Commodity futures contracts 1,545,775 13,125
Due to broker  -  60,805
Total equity in trading accounts 1,545,775 73,930
Total liabilities 1,568,365 112,992
Net assets $ 28,485,479 $ 22,263,457
Shares outstanding 2,825,004 1,750,004
Net asset value per share $ 10.08 $ 12.72
Market value per share $ 10.08 $ 12.74

 

 The accompanying notes are an integral part of these financial statements.

 

 

TEUCRIUM WHEAT FUND

SCHEDULE OF INVESTMENTS
September 30, 2015

(Unaudited) 


     Percentage of  
Description: Assets Fair Value Net Assets Shares
Cash equivalents
Money market funds
Fidelity Institutional Prime Money Market Portfolio (cost $1,832,199) $ 1,832,199 6.43 % 1,832,199
                    Notional Amount   
Commodity futures contracts                   (Long Exposure)   
United States wheat futures contracts                      
    CBOT wheat futures MAY16 (327 contracts)   468,200        1.64   $                           8,571,488  
                       
                       


Percentage of   Notional Amount
Description: Liabilities Fair Value  Net Assets  (Long Exposure)
                         
Commodity futures contracts    
United States wheat futures contracts    
   CBOT wheat futures MAR16 (385 contracts) $ 1,000,625  03.51 % $  10,000,375
CBOT wheat futures DEC16 (363 contracts) 545,150 1.91 9,937,125
Total commodity futures contracts $ 1,545,775 5.42 % $ 19,937,500

 

 The accompanying notes are an integral part of these financial statements. 

 

 

TEUCRIUM WHEAT FUND

SCHEDULE OF INVESTMENTS
December 31, 2014

 

    Percentage of 
Description: Assets Fair Value Net Assets Shares
Cash equivalents
Money market funds
Dreyfus Cash Management- Institutional (cost $21,568,368) $ 21,568,368 96.88 % 21,568,368
Notional Amount
(Long Exposure)
Commodity futures contracts
United States wheat futures contracts
CBOT wheat futures MAY15 (262 contracts) $ 687,450 3.09 % $ 7,787,950
CBOT wheat futures JUL15 (223 contracts) 42,176 0.19 6,662,125
Total commodity futures contracts $ 729,626 3.28 % $ 14,450,075
      Percentage of     Notional Amount
Description: Liabilities  Fair Value     Net Assets     (Long Exposure)
Commodity futures contracts
United States wheat futures contracts
CBOT wheat futures DEC15 (254 contracts) $ 13,125 0.06 % $ 7,807,325

 

 The accompanying notes are an integral part of these financial statements.

 

 

TEUCRIUM WHEAT FUND

STATEMENTS OF OPERATIONS

(Unaudited)

 

  Three months ended  Three months ended   Nine months ended   Nine months ended
  September 30, 2015 September 30, 2014       September 30,2015         September 30, 2014
Income              
Realized and unrealized loss on trading of commodity futures contracts:              
Realized loss on commodity futures contracts $ (744,325 )  $ (2,915,100 $   (3,017,638 $ (2,329,112 )
Net change in unrealized appreciation or depreciation on commodity futures contracts (5,046,488 )   (2,620,751        (1,794,075 (3,740,988 )
Interest income 19,453   2,013     28,201   3,966
Total loss (5,771,360 )   (5,533,838     (4,783,512 (6,066,134
       
Expenses        
Management fees 73,366   57,531     184,989   113,481
Professional fees 42,553   45,502     152,470   84,169
Distribution and marketing fees 120,155   71,118     229,920   144,203
Custodian fees and expenses 47,557   4,249     104,305   6,954
Business permits and licenses fees  -     14,401     13,804   23,660
General and administrative expenses 19,682  

5,660

    46,640   18,490
Brokerage commissions 3,668   1,692     9,080   13,610
Other expenses 500   5,448     6,772   9,171
Total expenses 307,481   205,601     747,980   413,738
       
Expenses waived by the Sponsor (10,874 )   -     (42,174 -
Reimbursement of expenses previously waived  -     1,335          -     46,302
       
Total expenses, net 296,607   206,936          705,806   460,040
       
Net loss $ (6,067,967 ) $ (5,740,774 (5,489,318 $ (6,526,174 )
       
Net loss per share $ (2.13 ) (2.96 $ (2.64 $ (4.03 )
Net loss per weighted average share $ (2.13 ) $ (3.08 $ (2.35 $ (5.84 )
Weighted average shares outstanding 2,845,113   1,861,145          2,339,748   1,117,586

 

 The accompanying notes are an integral part of these financial statements. 

 

 

TEUCRIUM WHEAT FUND

STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)


  Nine months ended     Nine months ended
  September 30, 2015
    September 30, 2014
Operations
Net loss $ (5,489,318 ) $ (6,526,174 )
Capital transactions
Issuance of Shares 16,360,797 32,577,342
Redemption of Shares (4,649,457 ) (6,069,199)
Total capital transactions 11,711,340 26,508,143
Net change in net assets 6,222,022
19,981,969
Net assets, beginning of period $ 22,263,457 $ 7,048,087
Net assets, end of period $ 28,485,479 $ 27,030,056
Net asset value per share at beginning of period $ 12.72 $ 14.84
Net asset value per share at end of period $ 10.08 $ 10.81
Creation of Shares 1,500,000 2,400,000
Redemption of Shares 425,000 375,000

 

The accompanying notes are an integral part of these financial statements.

 

 

TEUCRIUM WHEAT FUND

STATEMENTS OF CASH FLOWS

(Unaudited)

 

Nine months ended

 

Nine months ended

 

September 30, 2015

 

September 30, 2014

 

Cash flows from operating activities:
Net loss $ (5,489,318 ) $ (6,526,174 )
Adjustments to reconcile net loss to net cash used in operating activities:
Net change in unrealized appreciation or depreciation on commodity futures contracts 1,794,075
3,740,988
Changes in operating assets and liabilities:
   Due from broker (3,554,088 ) (4,530,268 )
   Interest receivable 1,441 (1,158 )
   Restricted cash      (79,885      -  
   Other assets (117,944 ) (26,292 )
   Due to broker                      (60,805 ) -
   Management fee payable to Sponsor (493 ) 15,152
   Other liabilities (15,978 ) 6,927
Net cash used in operating activities (7,522,995 ) (7,320,825 )
Cash flows from financing activities:
   Proceeds from sale of Shares 16,360,797 32,577,342
   Redemption of Shares (4,649,457 ) (6,069,199 )
Net cash provided by financing activities 11,711,340 26,508,143
Net change in cash and cash equivalents 4,188,345
19,187,318
Cash and cash equivalents, beginning of period 21,568,368 6,451,639
Cash and cash equivalents, end of period $ 25,756,713 $ 25,638,957

 

The accompanying notes are an integral part of these financial statements.

 

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2015
(Unaudited)

Note 1 – Organization and Operation

 

Teucrium Wheat Fund (referred to herein as “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. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund 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 “Distributor”). 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 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 Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the “NFA”) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009.

On June 17, 2011, the Fund’s registration of 10,000,000 shares on Form S-1 was declared effective by the SEC. On September 19, 2011, the Fund listed its shares on the NYSE Arca under the ticker symbol “WEAT.” On the business day prior to that, the Fund issued 100,000 shares in exchange for $2,500,000 at the Fund’s initial NAV of $25 per share. The Fund also commenced investment operations on September 19, 2011 by purchasing commodity futures contracts traded on the CBOT. On December 31, 2010, the Fund had four shares outstanding, which were owned by the Sponsor. On September 30, 2014, a subsequent registration statement for WEAT was declared effective by the SEC.

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 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, as applicable. The operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015.

Subject to the terms of the Trust Agreement,  the Sponsor may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.

 

Note 2 – Principal Contracts and Agreements

 

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212.  In addition, effective on the Conversion Date, U.S. Bancorp Fund Services, LLC (“USBFS”), a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee.  The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS.

Given this conversion, the Sponsor has, in the quarter-ended September 30, 2015, reflected an adjusted estimate of the fees associated with Custodian, Fund Administration and Transfer Agent services (“Custodian Fees”) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund.  The Custodian Fees reflected in the financial statements through September 30, 2015, net of expenses waived by the Sponsor, is generally as had been presented in prior periods of 2015 as discussed in the Form 10-Q for the period ended June 30, 2015.

For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. 

For the three months ended September 30, such expenses include both the fees for the Bank of New York Mellon and U.S. Bank, which are recorded in custodian fees and expenses on the statements of operations, totaled $47,557 in 2015 and $4,249 in 2014; of these amounts $10,874 in 2015 and $0 in 2014, respectively, were waived by the Sponsor. For the nine months ended September 30, such expenses, totaled $104,305 in 2015 and $6,954 in 2014; of these amounts $27,874 in 2015 and $0 in 2014, respectively, were waived by the Sponsor.

The Sponsor and the Trust employ Foreside Fund Services, LLC as the Distributor for the Funds. The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under FINRA rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. For the three months ended September 30, such expenses, which are recorded in distribution and marketing fees on the statements of operations, totaled $8,592 in 2015 and $6,712 in 2014 and was paid by the Fund. For the nine months ended September 30, such expenses, totaled $24,076 in 2015 and $13,914 in 2014 and was paid by the Fund.

 

In 2014, Newedge USA, LLC (“Newedge USA”) served as the Funds’ futures commission merchant (“FCM”) and primary clearing broker to execute and clear the Funds’ futures transactions and provide other brokerage-related services.  In 2014, the Funds introduced the use of Jefferies LLC (“Jefferies”), for the execution and clearing of the Funds’ futures and options, if any, on futures transactions. On January 2, 2015, Newedge USA, LLC (“Newedge USA”) merged with and into SG Americas Securities, LLC (“SG”), with the latter as the surviving entity. On February 6, 2015 Jefferies LLC (“Jefferies”) became the Funds’ FCM and primary clearing broker. All futures contracts held by SG were transferred to Jefferies on that date. As of February 23, 2015 all residual cash balances held at SG had been transferred to Jefferies and the balance in all SG accounts was $0 Effective June 3, 2015, ED&F Man Capital Markets Inc. (“ED&F Man”) replaced Jefferies as the Underlying Funds’ FCM and the clearing broker to execute and clear the Underlying Fund’s futures and provide other brokerage-related services. As of June 3, 2015 all futures contracts and residual cash balances held at Jefferies had been transferred to ED&F Man and the balance in all Jefferies accounts was $0.

Currently, ED&F Man serves as the Funds clearing broker to execute and clear futures and provide other brokerage-related services.  ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA.  ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA.  ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges For Wheat Futures Contracts Newedge, SG and Jefferies were paid $8.00 per round turn. For the three months ended September 30, such expenses, which are recorded in brokerage commissions on the statements of operations, totaled $3,668 in 2015 and $1,692 in 2014 and was paid by the Fund. For the nine months ended September 30, such expenses, totaled $9,080 in 2015 and $13,610 on 2014 and was paid by the Fund.

The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation.  The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. The Fund did not recognize any expense for these services in the three and nine months ended September 30, 2015. For the three and nine months ended September 30, 2014, the Fund recognized $687 for these services and was paid for by the Fund. This expense is recorded in business permits and licenses fees on the statements of operations.

 

Note 3 – Summary of Significant Accounting Policies

 

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

Correction of immaterial error in previously issued financial statements.

Effective with the period ended June 30, 2014, expenses for the current and comparative periods are presented both gross and net of any expenses waived by or paid by the Sponsor that would have been incurred by the Funds (“expenses waived by the Sponsor”). In addition, certain expenses paid by the Sponsor on behalf of the Funds for the year ended December 31, 2013 that were subject to possible recovery from the Funds in the following year, as had been previously disclosed in aggregate for the Trust in the Form 10-K for 2013, have also been included in expenses and waived/reimbursed expenses in the period incurred by the Sponsor. These expenses, if reimbursed by the Funds to the Sponsor in 2014 are then presented as a reimbursement of expenses previously waived. “Total expenses, net”, which is after the impact of any expenses waived by or reimbursed to the Sponsor, are presented in the same manner as previously reported. There is, therefore, no impact to, or change in the Net gain or Net loss in any period for the Trust and each Fund as a result of this change in presentation.

 

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 statements of assets and liabilities 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 statements 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. 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 the trade date and 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 shareholders 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.

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. For all tax years 2012 to 2014, the Fund remains subject to income tax examinations by major taxing authorities. 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, 2015 and for the years ended December 31, 2014, 2013 and 2012. 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, ongoing 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 the results of operations. No interest expense or penalties have been recognized as of and for the nine months ended September 30, 2015 and 2014.

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 the 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 the Fund 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 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.

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.

As outlined in the most recent Form S-1 filing, 50,000 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 and Cash Equivalents


Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. 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 these balances of its assets on deposit with banks. The Fund had a balance of $1,832,199 and $21,568,368 in money market funds at September 30, 2015 and December 31, 2014, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities. Effective in the second quarter 2015, the Sponsor invested a portion of the available cash for the Fund in alternative demand-deposit savings accounts, which is classified as cash and not as a cash equivalent. The Fund had a balance of $23,924,514 in a demand-deposit savings account on September 30, 2015. This change resulted in a reduction in the balance held in money market funds. Assets deposited with financial institutions, at times, exceed federally insured limits.

Restricted Cash

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid.  The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that are held in custody at The Bank of New York Mellon under this amended agreement are reflected on the Statements of Assets and Liabilities of the Fund and the Trust as Restricted Cash.

 

Due from/to Broker


The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records. 

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 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, U.S. Bancorp Fund Services, calculates the NAV of the Fund once each trading day. It calculates the 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. 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, Allocation of Expenses and Related Party Transactions


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 Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as financial reporting and related accounting, regulatory compliance and trading activities. In addition, 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.


The Fund generally 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, FINRA, 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 within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing financial reporting and related accounting, regulatory compliance, and trading activities that are directly attributable to the Fund. For the three months ended September 30, such expenses, which are primarily included as distribution and marketing fees, totaled $93,286 in 2015 and $51,564 in 2014 and was paid by the Fund. For the nine months ended September 30, such expenses, totaled $259,496 in 2015 and $128,081 in 2014 and was paid by the Fund. All asset-based fees and expenses for the Fund are calculated on the closing net asset value.

For the three and nine months ended September 30, 2015, there were $10,874 and $42,174 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

There were no expenses waived for the three and nine months ended September 30, 2014.

For the year ended December 31, 2013, there were $69,416 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Fund in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In the three and nine months September 30, 2014, asset growth and other changes experienced by the Fund enabled the Sponsor to claim reimbursement of $1,335 and $46,302 respectively, from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.

 

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 U.S. 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 U.S. 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 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments 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 financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument 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 financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments 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 financial instruments. This condition could cause a financial instrument 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 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 determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the three months being reported.

On September 30, 2015 and 2014, in the opinion of the Trust and the Fund, the reported value of the Wheat Futures Contracts traded on the CBOT fairly reflected the value of the Wheat Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the three and nine months being reported.

For the quarter ended June 30, 2015, Wheat Futures Contracts traded on the CBOT due to settle on December 14, 2016 (the "DEC16 Wheat Contracts") did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT for the entire period during which they were held. Accordingly, the Trust and WEAT classified these as a Level 2 asset, The DEC16 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on June 30, 2015. These transferred back to a Level 1 asset for the quarter ended September 30, 2015.

The Wheat Futures Contracts traded on the CBOT due to settle on December 14, 2015 (the “DEC15 Wheat Contracts”) did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT for portions of the three months ended June 30, 2014. Accordingly, the Trust and WEAT classified these as a Level 2 liability as of June 30, 2014. The DEC15 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on June 30, 2014. In addition, for portions of the three months ended September 30, 2014, the DEC15 Wheat Contracts did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT. Accordingly, the Trust and WEAT classified these as a Level 2 liability as of September 30, 2014. The DEC15 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on September 30, 2014.

The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, 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.

 

Expenses

Expenses are recorded using the accrual method of accounting.

 

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 Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.


New Accounting Pronouncements


The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2009-12, “Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”, to amend the existing guidance in FASB Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (formerly FASB Statement 157, Fair Value Measurements). The ASU amends ASC 820 to create a practical expedient to measure the fair value of investments in certain entities that do not have a quoted market price but calculate net asset value per share or its equivalent. In addition, the amendments to ASC 820 provide guidance on classifying investments that are measured using the practical expedient in the fair value hierarchy and require specific disclosures for eligible investments, regardless of whether the practical expedient has been applied. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. These amendments will be applied retrospectively to all periods presented. The company is currently evaluating the impact on the financial statements and disclosures of the Fund.


The FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in this update change the requirements for reporting discontinued operations in Subtopic 2015-20.  A significant provision of ASU 2014-08 calls for reporting as discontinued operations only those disposals that represent a strategic shift or have a major impact on the an entity’s financial results and operations. The Company elected to early adopt this ASU for the year ended December 31, 2014 and the adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2014-11, “Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financing, and Disclosures.” The amendments in this update require changes to the accounting for repurchase-to-maturity transactions and enhances the required disclosures for repurchase agreements and other similar transactions. The amendments are effective for the first interim or annual period beginning after December 15, 2014. The adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds.


Note 4 – 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 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of September 30, 2015 and December 31, 2014:

 

September 30, 2015

            Balance as of
Assets: Level 1     Level 2     Level 3     September 30, 2015
Cash equivalents $ 1,832,199   $  -   $ -   $ 1,832,199
Wheat futures contracts    468,200      -     -     468,200
Total $ 2,300,399   $ - $ - $ 2,300,399
                       
                      Balance as of 
Liabilities:    Level 1          Level 2      Level 3      September 30, 2015 
Wheat futures contracts $ 1,545,775      -     -     1,545,775
 

December 31, 2014

 
  Balance as of
Assets: Level 1   Level 2 Level 3

December 31, 2014

Cash equivalents $ 21,568,368   $ - $ - $ 21,568,368
Wheat futures contracts 729,626   - - 729,626
Total $ 22,297,994   $ - $ - $ 22,297,994
 
  Balance as of
Liabilities: Level 1   Level 2 Level 3

December 31, 2014

Wheat futures contracts $ 13,125   $ - $ - $ 13,125

Transfers into and out of each level of the fair value hierarchy for the DEC16 Wheat Contracts for the nine months ended September 30, 2015 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                                                
Wheat future contracts   $ 1,178,088     $ 1,178,088     $ 1,178,088     $ 1,178,088     $ -     $ -  

Transfers into and out of each level of the fair value hierarchy for the DEC15 Wheat Contracts for the nine months ended September 30, 2014 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  
Liabilities (at fair value)                                                
Derivative contracts                                                
Wheat future contracts   $ 641,038     $ 2,437,725     $ 2,437,725     $ 641,038
    $ -     $ -  

 

See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.


Note 5 – 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 nine months ended September 30, 2015 and 2014, the Fund invested only in 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 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 table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”

The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of September 30, 2015 and Newedge USA as of December 31, 2014.

 

Offsetting of Financial Assets and Derivative Assets as of September 30, 2015

(i) (ii) (iii) = (i) – (ii) (iv)    (v) = (iii) – (iv)

        Gross Amount Not Offset in the
        Statement of Assets and Liabilities

 Gross Amount  Net Amount

 Offset in the  Presented in the
Gross Amount  Statement of  Statement of  Futures Contracts
of Recognized  Assets and  Assets and  Available for  Collateral, Due
Description Assets  Liabilities  Liabilities  Offset  to Broker  Net Amount
Commodity price
   Wheat futures contracts $ 468,200 $ - $ 468,200 $ 468,200 $ - $ -

 

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2015

(i) (ii) (iii) = (i) – (ii) (iv) (v) = (iii) – (iv)
Gross Amount Not Offset in the
Statement of Assets and Liabilities
Gross Amount Net Amount
Offset in the Presented in the
Gross Amount Statement of Statement of Futures Contracts
of Recognized Assets and Assets and Available for Collateral, Due
Description Liabilities Liabilities Liabilities Offset from Broker Net Amount
Commodity price
   Wheat futures contracts $ 1,545,775
$ - $ 1,545,775

$ 468,200
$ 1,077,575 $ -

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2014

(i) (ii) (iii) = (i) – (ii) (iv)    (v) = (iii) – (iv)

        Gross Amount Not Offset in the
        Statement of Assets and Liabilities

 Gross Amount  Net Amount

 Offset in the  Presented in the
Gross Amount  Statement of  Statement of  Futures Contracts
of Recognized  Assets and  Assets and  Available for  Collateral, Due
Description Assets  Liabilities  Liabilities  Offset  to Broker  Net Amount
Commodity price
   Wheat futures contracts $ 729,626
$ - $ 729,626
$ 13,125
$ 60,805
$ 655,696

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2014

(i) (ii) (iii) = (i) – (ii) (iv) (v) = (iii) – (iv)
Gross Amount Not Offset in the
Statement of Assets and Liabilities
Gross Amount Net Amount
Offset in the Presented in the
Gross Amount Statement of Statement of Futures Contracts
of Recognized Assets and Assets and Available for Collateral, Due
Description Liabilities Liabilities Liabilities Offset from Broker Net Amount
Commodity price
   Wheat futures contracts $ 13,125 $ - $ 13,125 $ 13,125 $ - $ -


The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:

 

Three months ended September 30, 2015 


       Net Change in Unrealized
Realized Loss on   Appreciation or Depreciation on
Primary Underlying Risk Commodity Futures Contracts
Commodity Futures Contracts
Commodity price
Wheat futures contracts $             (744,325 ) $       (5,046,488)

 

Three months ended September 30, 2014 


       Net Change in Unrealized
Realized Loss on   Appreciation or Depreciation on
Primary Underlying Risk Commodity Futures Contracts
  Commodity Futures Contracts
Commodity price
Wheat futures contracts $ (2,915,100 ) $ (2,620,751)

 

Nine months ended September 30, 2015 


       Net Change in Unrealized
Realized Loss on   Appreciation or Depreciation on
Primary Underlying Risk Commodity Futures Contracts
Commodity Futures Contracts
Commodity price
Wheat futures contracts $             (3,017,638 ) $       (1,794,075)

 

Nine months ended September 30, 2014 


       Net Change in Unrealized
Realized Loss on   Appreciation or Depreciation on
Primary Underlying Risk Commodity Futures Contracts
  Commodity Futures Contracts
Commodity price
Wheat futures contracts $ (2,329,112 ) $ (3,740,988)

 

Volume of Derivative Activities


The average notional market value categorized by primary underlying risk for all futures contracts held was $28.0 million and $25.8 million for the three and nine months ended September 30, 2015 and $25.2 million and $18.8 million for the same periods in 2014.


Note 6Financial Highlights

The following table presents per share performance data and other supplemental financial data for the three and nine months ended September 30, 2015 and 2014. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.

 

  Three months ended      Three months ended    

Nine months ended

Nine months ended


Per Share Operation Performance   September 30, 2015      September 30, 2014    

September 30, 2015

September 30, 2014


Net asset value at beginning of period   $ 12.21      $ 13.77     $ 12.72 $ 14.84
Loss from investment operations:                
Investment income      0.00       0.00     0.01 0.00
Net realized and unrealized loss on commodity futures contracts     (2.03     (2.85   (2.35 ) (3.62 )
Total expenses, net     (0.10     (0.11   (0.30 ) (0.41 )
Net decrease in net asset value     (2.13     (2.96   (2.64 ) (4.03 )
Net asset value at end of period    $ 10.08      $ 10.81     $ 10.08 $ 10.81
Total Return     (17.44 )%     (21.50
)%   (20.75 )% (27.16 )%
Ratios to Average Net Assets (Annualized)                
Total expenses     4.19 %     3.55 %   4.03 % 3.62 %
Total expenses, net    

4.05

%     3.58 %   3.81 % 4.03 %
Net investment loss     (3.78 )%     (3.54 )%   (3.65 )% (4.00 )%

Effective in the third quarter 2015, the financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses. In prior periods, the financial highlights per share data are calculated using the average of the daily shares outstanding for the reporting period, which is inclusive of the last day of the period. Any change in methodology was not material to the ratios presented.

Note 7 – Organizational and Offering Costs

 

Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.

 

Note 8 – Subsequent Events

Management has evaluated the three months ended September 30, 2015 financial statements for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:

On October 28, 2015, $2,275 of cash that had been held in custody at The Bank of New York Mellon was transferred to the Fund’s account at U.S. Bank.

 


TEUCRIUM AGRICULTURAL FUND

STATEMENTS OF ASSETS AND LIABILITIES

  

  September 30, 2015 December 31, 2014
Assets (Unaudited)
Cash and cash equivalents $ 1,596 $ 1,647
Other assets 4,592 10,000
Equity in trading accounts:
Investments in securities, at fair value (cost $2,193,554 and $2,392,877 as of September 30, 2015 and December 31, 2014, respectively)
1,356,103
1,641,102
Total assets $ 1,362,291 $ 1,652,749
Net assets $ 1,362,291 $ 1,652,749
Shares outstanding 50,002 50,002
Net asset value per share $ 27.24 $ 33.05
Market value per share $ 26.21 $ 33.05

 

The accompanying notes are an integral part of these financial statements.

 

 

TEUCRIUM AGRICULTURAL FUND

SCHEDULE OF INVESTMENTS

September 30, 2015
   (Unaudited)

 

Percentage of         
Description: Assets Fair Value Net Assets Shares
Exchange-traded funds
Teucrium Corn Fund $ 329,729 24.20 % 14,008
Teucrium Soybean Fund 332,355 24.40 18,481
Teucrium Sugar Fund 358,874 26.34 41,024
Teucrium Wheat Fund 335,145 24.60 33,237
Total exchange-traded funds (cost $2,193,554) $ 1,356,103 99.54 %
Cash equivalents
Money market funds
Fidelity Institutional Prime Money Market Portfolio (cost $1,596) $ 1,596 0.12 % 1,596

 

The accompanying notes are an integral part of these financial statements.

 

TEUCRIUM AGRICULTURAL FUND

SCHEDULE OF INVESTMENTS

December 31, 2014


Percentage of           
Description: Assets Fair Value Net Assets Shares
Exchange-traded funds
Teucrium Corn Fund $ 413,423 25.01 % 15,533
Teucrium Soybean Fund 418,586 25.33 20,131
Teucrium Sugar Fund 414,243 25.06 35,024
Teucrium Wheat Fund 394,850 23.89 31,037
Total exchange-traded funds (cost $2,392,877) $ 1,641,102 99.29 %
Cash equivalents
Money market funds
Dreyfus Cash Management - Institutional (cost $1,647) $ 1,647 0.10 % 1,647

 

The accompanying notes are an integral part of these financial statements.


TEUCRIUM AGRICULTURAL FUND

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three months ended   

Three months ended

September 30, 2014


    Nine months ended          Nine months ended         

September 30, 2015

 

      September 30, 2015 ​         September 30, 2014        
Income                    
Realized and unrealized loss on trading of securities:                        
Realized loss on securities $ (85,003 ) $ (28,927 )     $ (199,321  $  (113,361 )
Net change in unrealized appreciation or depreciation on securities (94,161 ) (333,675 )       (85,675   (238,964 )
Interest loss (2 ) -
      (4    (5 )
Total loss (179,166)
(362,602 )       (285,000   (352,330
             
Expenses              
Professional fees 11,202 24,939       17,296
  32,231  
Distribution and marketing fees 3,348 5,269       12,539     18,109  
Custodian fees and expenses 89,916 557       132,916         1,506  
Business permits and licenses fees -   -       15,509         19,000  
General and administrative expenses 323 665       8,413         8,606  
Other expenses 206 218       512         727  
Total expenses 104,995 31,648       187,185         80,179  
                 
Expenses waived by the Sponsor (103,257 ) (29,470 )       (181,727       (73,073 )
                 
Total expenses, net 1,738 2,178       5,458         7,106  
                 
Net loss $ (180,904 ) $ (364,780 )     $ (290,458     $ (359,436
                 
Net loss per share $ (3.62 ) $ (7.29 )     $ (5.81     $ (7.19
Net loss per weighted average share $  (3.62 ) $ (7.30 )     $ (5.81     $ (7.19
Weighted average shares outstanding 50,002 50,002       50,002       50,002  
                   

The accompanying notes are an integral part of these financial statements.

 

TEUCRIUM AGRICULTURAL FUND

STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

 

  Nine months ended Nine months ended
  September 30, 2015 September 30, 2014
Operations
Net loss $ (290,458 ) $ (359,436 )
Net change in net assets (290,458 ) (359,436 )
Net assets, beginning of period $ 1,652,749 $ 1,896,442
Net assets, end of period $ 1,362,291 $ 1,537,006
Net asset value per share at beginning of period $ 33.05 $ 37.93
Net asset value per share at end of period $ 27.24 $ 30.74
Creation of Shares - -
Redemption of Shares - -

 

The accompanying notes are an integral part of these financial statements.


TEUCRIUM AGRICULTURAL FUND

STATEMENTS OF CASH FLOWS

(Unaudited)


  Nine months ended Nine months ended
  September 30, 2015 September 30, 2014
Cash flows from operating activities:
    Net loss $ (290,458 ) $ (359,436 )
Adjustments to reconcile net loss to net cash used in operating activities:
    Net change in unrealized appreciation or depreciation on securities 85,675
238,964
Changes in operating assets and liabilities:
 Net (purchases) and sale of investments in securities 199,323 122,669
 Other assets 5,409
(4,204 )
 Other liabilities  -   710
       Net cash used in operating activities (51 ) (1,297 )
Net change in cash and cash equivalents (51 ) (1,297 )
Cash and cash equivalents, beginning of period 1,647 2,880
Cash and cash equivalents, end of period $ 1,596 $ 1,583

 

The accompanying notes are an integral part of these financial statements.

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2015
(Unaudited)

Note 1 – Organization and Business

Teucrium Agricultural Fund (referred to herein as “TAGS” or 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, a registration statement was filed with the Securities and Exchange Commission (“SEC”). On February 10, 2012, the Fund’s initial registration of 5,000,000 shares on Form S-1 was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On March 28, 2012, the Fund listed its shares on the NYSE Arca under the ticker symbol “TAGS.” On the business day prior to that, the Fund issued 300,000 shares in exchange for $15,000,000 at the Fund’s initial NAV of $50 per share. The Fund also commenced investment operations on March 28, 2012 by purchasing shares of the Underlying Funds. On December 31, 2011, the Fund had two shares outstanding, which were owned by the Sponsor. On April 30, 2015, a subsequent registration statement for TAGS was declared effective by the SEC.

The investment objective of the TAGS is to have the daily changes in percentage terms of the NAV of its 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 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”).

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, as well as the most recent Form S-1 filing, as applicable. The operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015.

Subject to the terms of the Trust Agreement,  the Sponsor may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.

 

Note 2 – Principal Contracts and Agreements


On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212.  In addition, effective on the Conversion Date, U.S. Bancorp Fund Services, LLC (“USBFS”), a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee.  The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS.

Given this conversion, the Sponsor has, in the quarter-ended September 30, 2015, reflected an adjusted estimate of the fees associated with Custodian, Fund Administration and Transfer Agent services (“Custodian Fees”) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund.  The Custodian Fees reflected in the financial statements through September 30, 2015, net of expenses waived by the Sponsor, is generally as had been presented in prior periods of 2015 as discussed in the Form 10-Q for the period ended June 30, 2015.

For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. 

For the three months ended September 30, such expenses include both the fees for the Bank of New York Mellon and U.S. Bank, which are recorded in custodian fees and expenses on the statements of operations, totaled $89,916 in 2015 and $557 in 2014; of these amounts $89,916 in 2015 and $557 in 2014, respectively, were waived by the Sponsor. For the nine months ended September 30, such expenses, totaled $132,916 in 2015 and $1,506 in 2014; of these amounts $132,916 in 2015 and $1,506 in 2014, respectively, were waived by the Sponsor. 

The Sponsor and the Trust employ Foreside Fund Services, LLC as the Distributor for the Funds. The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under FINRA rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. For the three months ended September 30, such expenses, which are recorded in distribution and marketing fees on the statement of operations, totaled $269 in 2015 and $512 in 2014; of these amounts $269 in 2015 and $512 in 2014, respectively, were waived by the Sponsor. For the nine months ended September 30, such expenses, totaled $938 in 2015 and $1,545 in 2014; of these amounts $938 in 2015 and $1,545 in 2014, respectively, were waived by the Sponsor.

In 2014, Newedge USA, LLC (“Newedge USA”) served as the Funds’ futures commission merchant (“FCM”) and primary clearing broker to execute and clear the Funds’ futures transactions and provide other brokerage-related services.  In 2014, the Funds introduced the use of Jefferies LLC (“Jefferies”), for the execution and clearing of the Funds’ futures and options, if any, on futures transactions. On January 2, 2015, Newedge USA, LLC (“Newedge USA”) merged with and into SG Americas Securities, LLC (“SG”), with the latter as the surviving entity. On February 6, 2015 Jefferies LLC (“Jefferies”) became the Funds’ FCM and primary clearing broker. All futures contracts held by SG were transferred to Jefferies on that date. As of February 23, 2015 all residual cash balances held at SG had been transferred to Jefferies and the balance in all SG accounts was $0Effective June 3, 2015, ED&F Man Capital Markets Inc. (“ED&F Man”) replaced Jefferies as the Underlying Funds’ FCM and the clearing broker to execute and clear the Underlying Fund’s futures and provide other brokerage-related services. As of June 4, 2015 all futures contracts and residual cash balances of the Underlying Funds held at Jefferies had been transferred to ED&F Man and the balance in all Jefferies accounts was $0.

ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA.  ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA.  ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges.  The Fund did not recognize any expense for these services in the three and nine months ended September 30, 2015 and 2014. This expense is recorded in brokerage commissions on the statements of operations. The Bank of New York Mellon serves as the primary clearing broker for the Fund in activity related to shares of the Underlying Funds. For this service the Fund recognized $0 for the three and nine months ended September 30, 2015 and 2014.

The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation.  The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. The Fund did not recognize any expense for these services in the three and nine months ended September 30, 2015. For the three and nine months ended September 30, 2014, the Fund recognized $29 for these services and waived by the Sponsor. This expense is recorded in business permits and licenses fees on the statements of operations.

 

Note 3 – Summary of Significant Accounting Policies 

 

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.

Correction of immaterial error in previously issued financial statements

Effective with the period ended June 30, 2014, expenses for the current and comparative periods are presented both gross and net of any expenses waived by or paid by the Sponsor that would have been incurred by the Funds (“expenses waived by the Sponsor”). In addition, certain expenses paid by the Sponsor on behalf of the Funds for the year ended December 31, 2013 that were subject to possible recovery from the Funds in the following year, as had been previously disclosed in aggregate for the Trust in the Form 10-K for 2013, have also been included in expenses and waived/reimbursed expenses in the period incurred by the Sponsor. These expenses, if reimbursed by the Funds to the Sponsor in 2014 are then presented as a reimbursement of expenses previously waived. “Total expenses, net”, which is after the impact of any expenses waived by or reimbursed to the Sponsor, are presented in the same manner as previously reported. There is, therefore, no impact to, or change in the Net gain or Net loss in any period for the Trust and each Fund as a result of this change in presentation.

 

Revenue Recognition

Investment transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of assets and liabilities as the difference between the original 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 statements of operations.

 

Brokerage Commissions

Brokerage commissions are accrued on the trade date and on a full-turn basis.

 

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 shareholders 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.

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. For all tax years 2012 to 2014, the Fund remains subject to income tax examinations by major taxing authorities. 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 it has not incurred any liability for unrecognized tax benefits as of September 30, 2015 and for the years ended December 31, 2014, 2013 and 2012. 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, ongoing 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 the results of operations. No interest expense or penalties have been recognized as of and for the nine months ended September 30, 2015 and 2014.

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 the 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 the Fund 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 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.

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 statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption will be reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.

As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares.

Effective August 2, 2012, the Fund was at 50,002 shares outstanding which represents a minimum number of shares and there could be no further redemptions until additional shares are created.

 

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 and Cash Equivalents

Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. 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 these balances of its assets on deposit with banks. The Fund had a balance of $1,596 and $1,647 in money market funds at September 30, 2015 and December 31, 2014, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities. Effective in the second quarter 2015, the Sponsor invested a portion of the available cash for the Fund in alternative demand-deposit savings accounts, which is classified as cash and not as a cash equivalent. The Fund had a balance of $0 in a demand-deposit savings account on September 30, 2015. Assets deposited with financial institutions, at times, exceed federally insured limits.

 

Payable/Receivable for Securities Purchased/Sold

Due from/to broker for investments in securities are securities transactions pending settlement. The Fund is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties.

 

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, U.S. Bancorp Fund Services, will calculate the NAV of the Fund once each trading day. It will calculate the 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.

 

Sponsor Fee, Allocation of Expenses and Related Party Transactions

The Fund pays no direct management fees to the Sponsor. The Underlying 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; these fees are recognized in the statements contained in this Form 10-K for each of the Underlying Funds. 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, FINRA, 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 for services directly attributable to the Fund such as financial reporting and related accounting, regulatory compliance and trading activities, which the Sponsor elected not to outsource. The Sponsor may, at its discretion waive the payment by the Fund of certain expenses. This election is subject to change by the Sponsor, at its discretion. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.

These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing financial reporting and related accounting, regulatory compliance, and trading activities that are directly attributable to the Fund. The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund. This election is subject to change by the Sponsor, at its discretion. For the three months ended September 30, such expenses, which are primarily included as distribution and marketing fees, totaled $2,873 in 2015 and $4,145 in 2014; of these amounts, $2,873 in 2015 and $4,145 in 2014 were waived by the Sponsor. For the nine months ended September 30, such expenses, totaled $10,181 in 2015 and $13,904 in 2014; of these amounts, $10,181 in 2015 and $13,904 in 2014 were waived by the Sponsor. All asset-based fees and expenses for the Funds are calculated on the closing net asset value. The Sponsor can elect to adjust the daily expense accruals at its discretion.

For the three and nine months ended September 30, 2015, there were $103,257 and $181,727 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

For the three and nine months ended September 30, 2014, there were $29,470 and $73,073 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

For the year ended December 31, 2013, there were $61,539 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Fund in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.

 

Expenses

Expenses are recorded using the accrual method of accounting.

 

Use of Estimates

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

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2009-12, “Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”, to amend the existing guidance in FASB Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (formerly FASB Statement 157, Fair Value Measurements). The ASU amends ASC 820 to create a practical expedient to measure the fair value of investments in certain entities that do not have a quoted market price but calculate net asset value per share or its equivalent. In addition, the amendments to ASC 820 provide guidance on classifying investments that are measured using the practical expedient in the fair value hierarchy and require specific disclosures for eligible investments, regardless of whether the practical expedient has been applied. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. These amendments will be applied retrospectively to all periods presented. The company is currently evaluating the impact on the financial statements and disclosures of the Trust and the Fund.


The FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in this update change the requirements for reporting discontinued operations in Subtopic 2015-20.  A significant provision of ASU 2014-08 calls for reporting as discontinued operations only those disposals that represent a strategic shift or have a major impact on the an entity’s financial results and operations. The Company elected to early adopt this ASU for the year ended December 31, 2014 and the adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds.

 

The FASB issued ASU 2014-11, “Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financing, and Disclosures.” The amendments in this update require changes to the accounting for repurchase-to-maturity transactions and enhances the required disclosures for repurchase agreements and other similar transactions. The amendments are effective for the first interim or annual period beginning after December 15, 2014. The adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds.

 

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 financial instruments of the Underlying Funds and securities of the Fund, together the “financial instruments”. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments 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 financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument 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 financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments 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 financial instruments. This condition could cause a financial instrument 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 determination is made as of the settlement of the underlying futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the underlying futures contracts traded on the relevant exchange for the three months being reported.

Investments in the financial instruments of the Underlying Funds are freely tradable and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Funds.

 

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 Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.

 

Note 4 – 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 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of September 30, 2015 and December 31, 2014:

September 30, 2015

                     

Balance as of 

 
Assets: Level 1     Level 2     Level 3    

September 30, 2015

 
Exchange-traded funds           $ 1,356,103     $ -     $ -     $ 1,356,103  
Cash equivalents                         1,596       -       -       1,596  
Total   $ 1,357,699     $ -     $ -     $ 1,357,699  

December 31, 2014

                     

Balance as of 

 
Assets: Level 1     Level 2     Level 3    

December 31, 2014

 
Exchange-traded funds           $ 1,641,102     $ -     $ -     $ 1,641,102  
Cash equivalents                         1,647       -       -       1,647  
Total   $ 1,642,749     $ -     $ -     $ 1,642,749  

 

See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.

 

Note 5 – Financial Highlights

The following table presents per share performance data and other supplemental financial data for the three and nine months ended September 30, 2015 and 2014. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.

 

      Three months ended       Three months ended    

Nine months ended 

   

Nine months ended

 
Per Share Operation Performance     September 30, 2015       September 30, 2014  

September 30, 2015

   

September 30, 2014


Net asset value at beginning of period   30.86     $ 38.03   $ 33.05     $ 37.93  
Loss from investment operations:                  
     
Investment income      0.00        0.00       0.00       0.00  
Net realized and unrealized loss on commodity futures contracts      (3.58      (7.25     (5.70 )     (7.05 )
Total expenses     (0.04      (0.04     (0.11 )     (0.14 )
Net decrease in net asset value     (3.62     (7.29     (5.81 )     (7.19
Net asset value at end of period   27.24     30.74
  $ 27.24     $ 30.74  
Total Return     (11.73 )%     (19.17 )%     (17.58 )%     (18.95 )%
Ratios to Average Net Assets (Annualized)                            
Total expenses     30.28 %     7.29 %     17.17 %     5.65 %
Total expenses, net      0.50 %      0.50 %     0.50 %     0.50 %
Net investment loss     (0.50 )%     (0.50 )%     (0.50 )%     (0.50 )%

Effective in the third quarter 2015, the financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses. In prior periods, the financial highlights per share data are calculated using the average of the daily shares outstanding for the reporting period, which is inclusive of the last day of the period. Any change in methodology was not material to the ratios presented.

 

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


Management has evaluated the three months ended September 30, 2015 financial statements for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This information should be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Quarterly Report (the “Report”). The discussion and analysis which follows may contain trend analysis and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to future events and financial results. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “outlook” and “estimate,” as well as similar words and phrases, signify forward-looking statements. Teucrium Commodity Trust’s (the “Trust’s”) forward-looking statements are not guarantees of future results and conditions, and important factors, risks and uncertainties may cause our actual results to differ materially from those expressed in our forward-looking statements.

You should not place undue reliance on any forward-looking statements. Except as expressly required by the Federal securities laws, Teucrium Trading, LLC (the “Sponsor”) undertakes no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described in this Report, as a result of new information, future events or changed circumstances or for any other reason after the date of this Report.

Overview/Introduction

Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on September 11, 2009, is a series trust consisting of five series: Teucrium Corn Fund (“CORN”), Teucrium Sugar Fund (“CANE”), Teucrium Soybean Fund (“SOYB”), Teucrium Wheat Fund (“WEAT”), and Teucrium Agricultural Fund (“TAGS”). All of the series of the Trust are collectively referred to as the “Funds” and singularly as the “Fund.” Each Fund is a commodity pool that is a series of the Trust. The Funds issue common units, called the “Shares,” representing fractional undivided beneficial interests in a 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”). 

Two additional series, the Teucrium Natural Gas Fund (“NAGS”) and the Teucrium WTI Crude Oil Fund (“CRUD”) commenced operations in 2011; however, on December 18, 2014 CRUD and NAGS ceased trading on the NYSE Arca and the Sponsor liquidated all commodity futures contracts held by these funds. All positions were sold through an exchange to unrelated parties.  On December 22, 2014 the Administrator and Custodian proceeded to distribute cash to all shareholders in an amount equal to each shareholder’s pro rata interest in the respective fund. On December 30, 2014, Teucrium Trading, LLC (the “Sponsor”) completed the disposition of all of the assets of these funds. There were zero assets and liabilities as of December 31, 2014. The Form 15 was filed with the SEC on January 9, 2015.

On June 5, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $5,000,000. CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010.  On April 30, 2013, a subsequent registration statement for CORN was declared effective by the SEC.

  

On June 17, 2011, the initial Forms S-1 for CANE, SOYB, and WEAT were declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued for each Fund, representing 100,000 shares and $2,500,000, for CANE, SOYB, and WEAT.  On September 19, 2011, CANE, SOYB, and WEAT started trading on the NYSE Arca. On June 30, 2014, subsequent registration statements for CANE, SOYB and WEAT were declared effective by the SEC.

 

On February 10, 2012, the Form S-1 for TAGS was declared effective by the SEC. On March 27, 2012, six Creation Baskets for TAGS were issued representing 300,000 shares and $15,000,000. TAGS began trading on the NYSE Arca on March 28, 2012. On April 30, 2015, a subsequent registration statement for TAGS was 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 or the closing Net Asset Value per share of the Underlying Funds (as defined below) in the case of TAGS. 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 or shares of the Underlying Funds in the case of TAGS. Each Fund also holds United States Treasury Obligations and/or other high credit quality short-term fixed income securities for deposit with the commodity broker of the Funds as margin.


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%.


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 NAV of its 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, 2015, Benchmark Component Futures Contracts weights for each of the Funds, the contract held is identified by the generally accepted nomenclature of contract month and year, which may differ from the month in which the contract expires:

 

CORN Benchmark Component Futures Contracts

 

Notional Value 

 

Weight (%)

 

 

 

 

 

 

 

 

CBOT Corn Futures (1,227 contracts, MAR16)

 

$

24,463,313

 

35

 %

CBOT Corn Futures (1,034 contracts, MAY16)

 

 

20,964,350

 

30

 

CBOT Corn Futures (1,197 contracts, DEC16)

 

 

24,598,350

 

35

 

 

 

 

 

 

 

 

Total at September 30, 2015

 

$

70,026,013

 

100

 %

 

SOYB Benchmark Component Futures Contracts

 

Notional Value 

 

Weight (%)

 

 

 

 

 

 

 

 

CBOT Soybean Futures (56 contracts, JAN16)

 

$

2,503,200

 

35

 %

CBOT Soybean Futures (48 contracts, MAR16)

 

 

2,153,400

 

30

 

CBOT Soybean Futures (57 contracts, NOV16)

 

 

2,545,763

 

35

 

 

 

 

 

 

 

 

Total at September 30, 2015

 

$

7,202,363

 

100

 %


 

 

 

 

 

 

CANE Benchmark Component Futures Contracts

 

Notional Value 

 

Weight (%)

 

 

 

 

 

 

 

 

ICE Sugar Futures (91 contracts, MAY16)

 

$

1,304,576

 

35

 %

ICE Sugar Futures (78 contracts, JUL16)

 

 

1,111,219

 

30

 

ICE Sugar Futures (87 contracts, MAR17)

 

 

1,296,926

 

35

 

 

 

 

 

 

 

 

Total at September 30, 2015

 

$

3,712,721

 

100

 %

 


 

 

WEAT Benchmark Component Futures Contracts

 

Notional Value 

 

Weight (%)

 

 

 

 

 

 

 

 

CBOT Wheat Futures (385 contracts, MAR16)

 

$

10,000,375

 

35

%

CBOT Wheat Futures (327 contracts, MAY16)

 

 

8,571,488

 

30

 

CBOT Wheat Futures (363 contracts, DEC16)

 

 

9,937,125

 

35

 

 

 

 

 

 

 

 

Total at September 30, 2015

 

$

28,508,988

 

100

 %

 

TAGS Benchmark Component Futures Contracts

 

Fair Value 

 

Weight (%)

 

Shares of Teucrium Corn Fund (14,008 shares)

 

$

329,729

 

24

%

Shares of Teucrium Soybean Fund (18,481 shares)

 

 

332,355

 

25

 

Shares of Teucrium Wheat Fund (33,237 shares)

 

 

335,145

 

25

 

Shares of Teucrium Sugar Fund (41,024 shares)

 

 

358,874

 

26

 

 

 

 

 

 

 

 

Total at September 30, 2015

 

$

1,356,103

 

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 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 CANE is www.teucriumcanefund.com; for SOYB is www.teucriumsoybfund.com; for WEAT is www.teucriumweatfund.com; for TAGS is www.teucriumtagsfund.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, Other Interest and the amount of cash and cash equivalents held in the Fund’s portfolio. The specific types of Other Interests (in addition to futures contracts, options on futures contracts and 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, 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.

 

 

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 and/or Other Interests. 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 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.

An “exchange for related position” (“EFRP”) can be used by the Fund as a technique to facilitate the exchanging of a futures hedge position against a creation or redemption order, and thus the Fund may use an EFRP transaction in connection with the creation and redemption of shares. The market specialist/market maker that is the ultimate purchaser or seller of shares in connection with the creation or redemption basket, respectively, agrees to sell or purchase a corresponding offsetting futures position which is then settled on the same business day as a cleared futures transaction by the FCMs.  The Fund will become subject to the credit risk of the market specialist/market maker until the EFRP is settled or terminated.  The Fund reports all activity related to EFRP transactions under the procedures and guidelines of the CFTC and the exchanges on which the futures are traded.

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.

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, Distributor, 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.

The Sponsor has a patent on certain business methods and procedures used with respect to the Funds.

Performance Summary

This report covers the periods from January 1 to September 30, 2015 for each Fund. Total expenses are presented both gross and net of any expenses waived or paid by the Sponsor that would have been incurred by the Funds (“expenses waived by the Sponsor”).

 

  

CORN Per Share Operation Performance

 

 

 

Net asset value at beginning of period

$

26.62

 

Loss from investment operations:

 

 

 

Investment income

 

0.02

 

Net realized and unrealized loss on commodity futures contracts

 

(2.40

)

Total expenses

 

(0.70

)

Net decrease in net asset value

 

(3.08

)

Net asset value end of period

$

23.54

 

Total Return

 

(11.57

)%

Ratios to Average Net Assets (Annualized)

 

 

 

Total expenses

 

3.86

%

Total expenses, net

 

3.83

%

Net investment loss

 

(3.70

)%

 

 

 

 

SOYB Per Share Operation Performance

 

 

 

Net asset value at beginning of period

$

20.79

 

Loss from investment operations:

 

 

 

Investment income

 

0.01

 

Net realized and unrealized loss on commodity futures contracts

 

(2.40

) 

Total expenses

 

(0.42

)

Net decrease in net asset value

 

(2.81

)

Net asset value at end of period

$

17.98

 

Total Return

 

(13.52

)%

Ratios to Average Net Assets (Annualized)

 

 

 

Total expenses

 

7.31

%

Total expenses, net

 

2.91

%

Net investment loss

 

(2.78

)%

 

 

 

 

 

CANE Per Share Operation Performance

 

 

 

Net asset value at beginning of period

$

11.83

 

Loss from investment operations:

 

 

 

Investment income

 

0.01

 

Net realized and unrealized loss on commodity futures contracts

 

(2.95

)

Total expenses

 

(0.14

)

Net decrease in net asset value

 

(3.08

)

Net asset value at end of period

$

8.75

 

Total Return

 

(26.04

)%

Ratios to Average Net Assets (Annualized)

 

 

 

Total expenses

 

10.03

%

Total expenses, net

 

1.93

%

Net investment loss

 

(1.79

)%

 

 

 

 

WEAT Per Share Operation Performance

 

 

 

Net asset value at beginning of period

$

12.72

 

Loss from investment operations:

 

 

 

Investment income

 

0.01

 

Net realized and unrealized loss on commodity futures contracts

 

(2.35

)

Total expenses

 

(0.30

)

Net decrease in net asset value

 

(2.64

)

Net asset value at end of period

$

10.08

 

Total Return

 

(20.75

)%

Ratios to Average Net Assets (Annualized)

 

 

 

Total expenses

 

4.03

%

Total expenses, net

 

3.81

%

Net investment loss

 

(3.65

)%

 

 

 

 

 

TAGS Per Share Operation Performance

 

 

 

Net asset value at beginning of period

$

33.05

 

Loss from investment operations:

 

 

 

Investment income

 

0.00

 

Net realized and unrealized loss on investment transactions

 

(5.70

)

Total expenses

 

(0.11

)

Net decrease in net asset value

 

(5.81

)

Net asset value at end of period

$

27.24

 

Total Return

 

(17.58

)%

Ratios to Average Net Assets (Annualized)

 

 

 

Total expenses

 

17.17

%

Total expenses, net

 

0.50

%

Net investment loss

 

(0.50

)%

The performance of each Fund for these periods and the exchange-traded Shares are detailed below in “Results of Operations.” Past performance of a Fund is not necessarily indicative of future performance.

  

 

Results of Operations

The following includes a section for each Fund of the Trust. 

The discussion below addresses the material changes in the results of operations for the three and nine months ended September 30, 2015 compared to the three and nine months ended September 30, 2014.  The following includes a section for each Fund of the Trust for the periods in which each Fund was in operation. CORN, SOYB, WEAT, CANE and TAGS operated for the entirety of all periods.  The combined results of operations for the Trust include NAGS and CRUD for the three and nine months ended September 30, 2014 as these funds did not liquidate until after December 21, 2014.

 

Total expenses for the current and comparative period are presented both gross and net of any expenses waived or paid by the Sponsor that would have been incurred by the Funds (“expenses waived by the Sponsor”). In addition, certain expenses paid by the Sponsor on behalf of the Funds for the year ended December 31, 2013 that were subject to possible recovery from the Funds in the following year, as had been previously disclosed in aggregate for the Trust in the Forms 10-K for 2013 and 2014, have also been included in expenses and waived expenses in the year incurred by the Sponsor. These expenses, if reimbursed by the Funds to the Sponsor in 2014 are then presented as a reimbursement of expenses previously waived. Consistent treatment has been applied to expenses which have been waived by the Sponsor in the 2014. For all expenses waived in 2015, the Sponsor has determined that no reimbursement will be sought in future periods. “Total expenses, net”, which is after the impact of any expenses waived by or reimbursed to the Sponsor, are presented in the same manner as previously reported. There is, therefore, no impact to or change in the Net gain or Net loss in any period for the Trust and each Fund as a result of this change in presentation.

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, including services directly attributable to the Fund such as accounting, financial reporting, regulatory compliance and trading activities, which the Sponsor elected not to outsource. In addition, the Funds, except for TAGS which has no such fee, 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 generally pay 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”), 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. Each 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 within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity. These aggregate common expenses include, but are not limited to, legal, auditing, financial reporting and related accounting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing financial reporting and related accounting, regulatory compliance, and trading activities that are directly attributable to the Funds and are, primarily, included as distribution and marketing fees on the statements of operations.  These amounts, for the Trust and for each Fund, are detailed in the notes to the financial statements included in Part I of this filing.

The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund.

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212.  In addition, effective on the Conversion Date, U.S. Bancorp Fund Services, LLC (“USBFS”), a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee.  The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS.

Given this conversion, the Sponsor has, in the quarter-ended September 30, 2015, reflected an adjusted estimate of the fees associated with Custodian, Fund Administration and Transfer Agent services (“Custodian Fees”) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund.  The Custodian Fees reflected in the financial statements through September 30, 2015, net of expenses waived by the Sponsor, is generally as had been presented in prior periods of 2015 as discussed in the Form 10-Q for the period ended June 30, 2015.

 

The Teucrium Corn Fund

 

The Teucrium Corn Fund commenced investment operations on June 9, 2010.  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%.

 

On September 30, 2015, the Fund had 2,975,004 shares outstanding and net assets of $70,027,351.  This is in comparison to 4,575,004 shares outstanding and net assets of $104,313,621 on September 30, 2014 and 3,350,004 shares outstanding with net assets of $86,694,490 on June 30, 2015.  Shares outstanding decreased by 1,600,000 and 35% for the period of 2015 when compared to 2014 and by 375,000 shares and 11% compared to June 30, 2015.  This decrease was, in the opinion of management, due to USDA and markets estimates of robust yields and planted acres for the 2015-16 crop year and continued concerns about overall global economic growth.

 

Total net assets for the Fund were $70,027,351 on September 30, 2015, compared to $104,313,621 on September 30, 2014. The Net Asset Values (“NAV”) per share related to these balances were $23.54 and $22.80, respectively. This represents an decrease in total net assets for the period ending September 30, 2015 versus 2014 of 33% which was driven by a combination of a decrease in the number of shares outstanding and a change in the NAV per share which increased by $.74 or 3%.  The closing prices per share for 2015 and 2014, as reported by the NYSE Arca, were $23.56 and $22.78, respectively.  The change for September 30, 2015 over the prior year was a 3% increase.

  

 

The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to September 30, 2015 and serves to illustrate the relative changes of these components.

 

 

 

The total loss for the three-month period ended September 30, 2015 was ($7,309,990) resulting from a realized gain on commodity futures contracts totaling $83,175, which was more than offset by a net change in unrealized depreciation of commodity futures contracts of ($7,447,263). The total loss for the nine-month period ended September 30, 2015 was ($8,121,725) resulting primarily from a realized loss on commodity futures contracts totaling ($4,245,750) and a net change in unrealized depreciation of commodity futures contracts of ($3,960,625).  For the same periods in 2014, respectively, the total loss was ($22,866,226) and ($23,800,435). Realized gain or loss on trading of commodity futures contracts is a function of: 1) the change in the price of the particular contracts sold as part of a “roll” in contracts as the nearest to expire contracts are exchanged for the appropriate contract given the investment objective of the fund, 2) the change in the price of particular contracts sold in relation to redemption of shares, 3) the gain or loss associated with rebalancing trades which are made to ensure conformance to the benchmark and 4) the number of contracts held and then sold for either circumstance aforementioned.  Unrealized gain or loss on trading of commodity futures contracts is a function of the change in the price of contracts held on the final date of the period versus the purchase price for each contract and the number of contracts held in each contract month.  The Sponsor has a static benchmark as described above and trades futures contracts to adhere to that benchmark and to adjust for the creation or redemption of shares.

 

Interest income for the three and nine-month periods ended September 30, 2015 was $54,098 and $84,650.  In 2014, these amounts were $5,823 and $24,843.  This increase year-over-year was the result of the Sponsor investing, at times, a portion of the available cash for the Fund in alternative demand-deposit savings accounts beginning in the second quarter of 2015.  These accounts had slightly higher overnight deposit rates than were available in money market products that had been utilized solely in the past. 

 

Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses”) for the three-month period ended September 30, 2015 were $830,024; total expenses for the same period in 2014 were $821,238. This represents an $8,786 or 1% increase for 2015 over 2014.   The increase was driven primarily by a ($35,546) or 15% decrease in the management fee paid to the Sponsor as a result of lower average net assets, a ($32,503) or 8% decrease in distribution and marketing fees and a ($47,551) or 100% decrease in brokerage expenses due to changes in the roll procedures for certain contracts instituted by the Sponsor; these were more than offset by a $88,506 or 140% increase in professional fees due to the timing of payments related to auditing, legal and tax preparation fees, a $16,487 or 39% increase in general and administrative expenses and a $16,585 or 51% increase in custodian fees and expenses for the final payments to BNYM discussed above. The decreases in operating expenses, other than that related to the management fee, were generally due to expense controls under taken by the Sponsor and lower average net asset balance relative to the other Funds. The total expense ratio gross of expenses waived by the Sponsor for these periods was 4.21% in 2015 and 3.51% in 2014. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets.

 

Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses”) for the nine-month period ended September 30, 2015 were $2,370,357; total expenses for the same period in 2014 were $2,363,376. This represents a $6,981 or 0% increase for 2015 over 2014.   The increase was primarily driven by a ($70,255) or 10% decrease in the management fee paid to the Sponsor as a result of lower average net assets, a ($181,058) or 18% decrease in distribution and marketing fees, a ($2,707) or 2% decrease in general and administrative expenses, a ($4,621) or 12% decrease in other expenses, and a ($57,836) or 71% decrease in brokerage expenses.  These were more than offset by a $307,801 or 109% increase in professional fees due to the timing of payments related to auditing, legal and tax preparation fees and a $16,584 or 17 % increase in custodian fees and expenses for the final payments to BNYM discussed above. The decreases in operating expenses, other than the management fee, were generally due to expense controls under taken by the Sponsor and lower average net asset balance relative to the other Funds. The total expense ratio gross of expenses waived by the Sponsor for these years was 3.86% in 2015 and 3.44% in 2014.

The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. For the three-months ended September 30, 2015, the Sponsor waived $16,584 in fees; for the same period in 2014, the Sponsor waived $0 fees. For the nine-months ended September 30, 2015, the Sponsor waived $16,584 in fees; for the same period in 2014, the Sponsor waived $0 fees.

Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses, net”) for the three-month period for 2015 and 2014 were $813,440 and $828,235 respectively. The total expense ratio net of expenses waived by the Sponsor for these periods was 4.13% in the period for 2015 and 3.54% in 2014.

Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses, net”) for the nine-month period for 2015 and 2014 were $2,353,773 and $2,671,688 respectively. The total expense ratio net of expenses waived by the Sponsor for these periods was 3.83% in the period for 2015 and 3.89% in 2014.

Other than the management fee to the Sponsor and the brokerage commissions, most of the expenses incurred by the Fund are associated with the day-to-day operation of the Fund and the necessary functions related to regulatory compliance.  These are generally based on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under management.  The structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accrual. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.

 

 

For the year ended December 31, 2013, there were $426,248 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by CORN in 2014.  At that time, the Sponsor had determined that recovery of the expense amounts was not probable.  In the three and nine months ended September 30, 2014, asset growth and other changes experienced by the Fund enabled the Sponsor to claim reimbursement of $6,997 and $308,312, respectively, from the Fund.  This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.

The seasonality patterns for corn futures prices are impacted by a variety of factors. These include, but are not limited to, the harvest in the fall, the planting conditions in the spring, and the weather throughout the critical germination and growing periods. Prices for corn futures are affected by the availability and demand for substitute agricultural commodities, including soybeans and wheat, and the demand for corn as an additive for fuel, through the production of ethanol. The price of corn futures contracts is also influenced by global economic conditions, including the demand for exports to other countries. Such factors will impact the performance of the Fund and the results of operations on an ongoing basis. The Sponsor cannot predict the impact of such factors.

 

Teucrium Soybean Fund

 

The Teucrium Soybean Fund commenced investment operations on September 19, 2011. 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%.

 

On September 30, 2015, the Fund had 400,004 shares outstanding and net assets of $7,193,509.  This is in comparison to 225,004 shares outstanding and net assets of $4,311,109 on September 30, 2014 and 350,004 shares outstanding with net assets of $7,211,013 June 30, 2015.  Shares outstanding increased by 175,000 and 78% for the period of 2015 when compared to 2014 and by 50,000 shares and 14% compared to June 30, 2015.  This increase was, in the opinion of management, due to increased interest due to the relatively low prices for the underlying commodity, a condition which was driven by robust USDA yield and production estimates, and continued strong global demand.  

 

Total net assets for the Fund were $7,193,509 on September 30, 2015, compared to $4,311,109 on September 30, 2014. The Net Asset Values (“NAV”) per share related to these balances were $17.98 and $19.16 respectively. This represents an increase in total net assets for the period ending September 30, 2015 versus 2014 of 67% which was driven by an increase in the number of shares outstanding, offset partially by a change in the NAV per share which decreased by ($1.18) or 6%.  The closing prices per share for 2015 and 2014, as reported by the NYSE Arca, were $18.00 and $19.14, respectively.  The change for September 30, 2015 over the prior year was a 6% decrease.

 

The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to September 30, 2015 and serves to illustrate the relative changes of these components.

 

  


 

The total loss for the three-month period ended September 30, 2015 was ($974,019) resulting primarily from the realized loss on commodity futures contracts totaling ($356,775) and a net change in unrealized depreciation of commodity futures contracts of ($622,013). The total loss for the nine-month period ended September 30, 2015 was ($1,112,342) resulting primarily from the realized loss on commodity futures contracts totaling ($1,091,489) and a net change in unrealized depreciation of commodity futures contracts of ($27,462).  For the same periods in 2014, respectively, the total loss was ($945,445) and ($687,444). Realized gain or loss on trading of commodity futures contracts is a function of: 1) the change in the price of the particular contracts sold as part of a “roll” in contracts as the nearest to expire contracts are exchanged for the appropriate contract given the investment objective of the fund, 2) the change in the price of particular contracts sold in relation to redemption of shares, 3) the gain or loss associated with rebalancing trades which are made to ensure conformance to the benchmark and 4) the number of contracts held and then sold for either circumstance aforementioned.  Unrealized gain or loss on trading of commodity futures contracts is a function of the change in the price of contracts held on the final date of the period versus the purchase price for each contract and the number of contracts held in each contract month.  The Sponsor has a static benchmark as described above and trades futures contracts to adhere to that benchmark and to adjust for the creation or redemption of shares.

 

Interest income for the three and nine-month periods ended September 30, 2015 was $4,769 and $6,609.  In 2014, these amounts were $230 and $993.  This increase year-over-year was the result of the Sponsor investing, at times, a portion of the available cash for the Fund in alternative demand-deposit savings accounts beginning in the second quarter of 2015.  These accounts had slightly higher overnight deposit rates than were available in the money market products that had been utilized solely in the past. 

 

Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses”) for the three-month period ended September 30, 2015 were $199,526; total expenses for the same period in 2014 were $88,832. This represents a $110,694 or 125% increase for 2015 over 2014.   The increase was driven principally by a $8,269 or 79% increase in the management fee paid to the Sponsor as a result of higher average net assets, an $18,626 or 38% increase in professional fees due to the timing of payments related to auditing, legal and tax preparation fees, a $15,599 or 104% increase in distribution and marketing fees and a $4,337 or 158% increase in general and administrative expenses both due to an increase in assets relative to the other Funds, and a $68,110 increase in custodian fees and expenses for the reasons described in the Trust discussion of this section.   The total expense ratio gross of expenses waived by the Sponsor for these years was 10.67% in 2015 and 8.55% in 2014. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets.

 

Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses”) for the nine-month period ended September 30, 2015 were $404,965; total expenses for the same period in 2014 were $183,864. This represents a $221,101 or 120% increase for 2015 over 2014.   The increase was driven principally by a $23,749 or 75% increase in the management fee paid to the Sponsor as a result of higher average net assets, a $15,920 or 19% increase in professional fees due to the timing of payments related to auditing, legal and tax preparation fees, a $45,445 or 139% increase in distribution and marketing fees and an $8,240 or 105% increase in general and administrative expenses both due to an increase in assets relative to the other Funds, and a $129,930 increase in custodian fees and expenses for the reasons described in the Trust discussion of this section. The total expense ratio gross of expenses waived by the Sponsor for these years was 7.31% in 2015 and 5.77% in 2014.

The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. For the three-months ended September 30, 2015, the Sponsor waived $129,551 fees; for the same period in 2014, the Sponsor waived $50,244 fees. For the nine-months ended September 30, 2015, the Sponsor waived $243,723 fees; for the same period in 2014, the Sponsor waived $50,244 fees.

Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses, net”) for the three-month period for 2015 and 2014 were $69,975 and $38,815 respectively. The total expense ratio net of expenses waived by the Sponsor periods was 3.74% in the period for 2015 and 3.74% in 2014.

Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses, net”) for the nine-month period for 2015 and 2014 were $161,242 and $158,759 respectively. The total expense ratio net of expenses waived by the Sponsor periods was 2.91% in the period for 2015 and 4.98% in 2014.

Other than the management fee to the Sponsor and the brokerage commissions, most of the expenses incurred by the Fund are associated with the day-to-day operation of the Fund and the necessary functions related to regulatory compliance.  These are generally based on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under management.  The structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accrual. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.

For the year ended December 31, 2013, there were $68,857 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Fund in 2014.  At that time, the Sponsor had determined that recovery of the expense amounts was not probable.  In the three and nine months ended September 30, 2014, asset growth and other changes experienced by the Fund enabled the Sponsor to claim reimbursement of $227 and $25,139, respectively, from the Fund.  This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.

The seasonality patterns for soybean futures prices are impacted by a variety of factors. These include, but are not limited to, the harvest in the fall, the planting conditions in the spring, and the weather throughout the critical germination and growing periods. Prices for soybean futures are affected by the availability and demand for substitute agricultural commodities, including corn and wheat. The price of soybean futures contracts is also influenced by global economic conditions, including the demand for exports to other countries. Such factors will impact the performance of the Fund and the results of operations on an ongoing basis. The Sponsor cannot predict the impact of such factors.

 

Teucrium Sugar Fund

 

The Teucrium Sugar Fund commenced investment operations on September 19, 2011. 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%.

 

On September 30, 2015, the Fund had 425,004 shares outstanding and net assets of $3,717,870.  This is in comparison to 200,004 shares outstanding and net assets of $2,635,968 on September 30, 2014 and 425,004 shares outstanding with net assets of $4,034,221 on June 30, 2015.  Shares outstanding increased by 225,000 and 112% for the period of 2015 when compared to 2014 and were flat compared to June 30, 2015.  This increase in shares outstanding was, in the opinion of management, due to increased interest and investment activity as the price of the underlying commodity fell to a multi-year low driven, in part, by impacts of the Brazilian currency.

 


 

Total net assets for the Fund were $3,717,870 on September 30, 2015, compared to $2,635,968 on September 30, 2014. The Net Asset Values (“NAV”) per share related to these balances were $8.75 and $13.18 respectively. This represents an increase in total net assets for the period ending September 30, 2015 versus 2014 of 41% which was driven by a combination of an increase in the number of shares outstanding, offset by a change in the NAV per share which decreased by ($4.43) or 34%.  The closing prices per share for 2015 and 2014, as reported by the NYSE Arca, were $8.75, $13.15, respectively.  The change for June 30, 2015 over the prior year was a 33% decrease.

 

The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to September 30, 2015 and serves to illustrate the relative changes of these components.

 

 

 

The total loss for the three-month period ended September 30, 2015 was ($328,266) resulting primarily from the realized loss on commodity futures contracts totaling ($446,791), offset by a net change in unrealized appreciation of commodity futures contracts of $116,167. The total loss for the nine-month period ended September 30, 2015 was ($970,165) resulting primarily from the realized loss on commodity futures contracts totaling ($1,286,051), offset by a net change in unrealized appreciation of commodity futures contracts of $312,379.  For the same periods in 2014, respectively, the total loss was ($357,110) and ($164,605). Realized gain or loss on trading of commodity futures contracts is a function of: 1) the change in the price of the particular contracts sold as part of a “roll” in contracts as the nearest to expire contracts are exchanged for the appropriate contract given the investment objective of the fund, 2) the change in the price of particular contracts sold in relation to redemption of shares, 3) the gain or loss associated with rebalancing trades which are made to ensure conformance to the benchmark and 4) the number of contracts held and then sold for either circumstance aforementioned.  Unrealized gain or loss on trading of commodity futures contracts is a function of the change in the price of contracts held on the final date of the period versus the purchase price for each contract and the number of contracts held in each contract month.  The Sponsor has a static benchmark as described above and trades futures contracts to adhere to that benchmark and to adjust for the creation or redemption of shares.

 

Interest income for the three and nine-month periods ended September 30, 2015 was $2,358 and $3,507.  In 2014, these amounts were $181 and $639.  This increase year-over-year was the result of the Sponsor investing, at times, a portion of the available cash for the Fund in alternative demand-deposit savings accounts beginning in the second quarter of 2015.  These accounts had slightly higher overnight deposit rates than were available in the money market products that had been utilized solely in the past. 

 

Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses”) for the three-month period ended September 30, 2015 were 128,825; total expenses for the same period in 2014 were $50,196. This represents a $78,629 or 157% increase for 2015 over 2014.   The increase was driven principally by a $2,287 or 32% increase in the management fee paid to the Sponsor as a result of higher average net assets, an $11,885 increase in distribution and marketing fees, a $6,657 increase in business licenses and permits, and a $68,856 increase in custodian fees and expenses for the reasons described in the Trust discussion of this section. These increases were offset primarily by an ($8,634) or 26% decrease in professional fees and a ($3,000) or 100% decrease in brokerage commissions.  The total expense ratio gross of expenses waived by the Sponsor for these years was 13.56% in 2015 and 7.07% in 2014. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets.

 

Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses”) for the nine-month period ended September 30, 2015 were $244,282; total expenses for the same period in 2014 were $144,719. This represents a $99,563 or 69% increase for 2015 over 2014.   The increase was driven principally by a $3,640 or 18% increase in the management fee paid to the Sponsor as a result of higher average net assets and a $130,229 increase in custodian fees and expenses for the reasons described in the Trust discussion of this section. These increases were offset primarily by reductions in all other categories. The decreases in operating expenses were due to expense controls under taken by the Sponsor and lower average net asset balance relative to the other Funds. The total expense ratio gross of expenses waived by the Sponsor for these years was 10.03% in 2015 and 7.02% in 2014.

The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. For the three-months ended September 30, 2015, the Sponsor waived $109,353 fees; for the same period in 2014, the Sponsor waived $37,600 in fees. For the nine-months ended June 30, 2015, the Sponsor waived $197,178 fees; for the same period in 2014, the Sponsor waived $105,474 in fees.

Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses, net”) for the three-month period for 2015 and 2014 were $19,472 and $12,596 respectively. The total expense ratio net of expenses waived by the Sponsor periods was 2.05% in the period for 2015 and 1.77% in 2014.

Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses, net”) for the nine-month period for 2015 and 2014 were $47,104 and $39,245 respectively. The total expense ratio net of expenses waived by the Sponsor periods was 1.93% in the period for 2015 and 1.90% in 2014.

Other than the management fee to the Sponsor and the brokerage commissions, most of the expenses incurred by the Fund are associated with the day-to-day operation of the Fund and the necessary functions related to regulatory compliance.  These are generally based on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under management.  The structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accrual. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.

  


 

Teucrium Wheat Fund

 

The Teucrium Wheat Fund commenced investment operations on September 19, 2011. 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%.

 

On September 30, 2015, the Fund had 2,825,004 shares outstanding and net assets of $28,485,479.  This is in comparison to 2,500,004 shares outstanding and net assets of $27,030,056 on September 30, 2014 and 2,650,004 shares outstanding and net assets of $32,356,027 on June 30, 2015.  Shares outstanding increased 325,000 and 13% for the period of 2015 when compared to 2014 and 175,000 shares and 7% compared to June 30, 2015.  This increase was, in the opinion of management, due to market concerns regarding yields and crop quality for the 2015-16 crop year as opposed to market and USDA initial estimates, in conjunction with relatively lower prices.

 

Total net assets for the Fund were $28,485,479 on September 30, 2015, compared to $27,030,056 on September 30, 2014. The Net Asset Values (“NAV”) per share related to these balances were $10.08 and $10.81 respectively. This represents an increase in total net assets for the period ending September 30, 2015 versus 2014 of 5% which was driven by a combination of an increase in the number of shares outstanding, offset by a change in the NAV per share which decreased by ($0.73) or 7%.  The closing prices per share for 2015 and 2014, as reported by the NYSE Arca, were $10.08, $10.83, respectively.  The change for September 30, 2015 over the prior year was a 7% decrease.

 

The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to September 30, 2015 and serves to illustrate the relative changes of these components.

 

 

The total loss for the three-month period ended September 30, 2015 was ($5,771,360) resulting primarily from the realized loss on commodity futures contracts totaling ($744,325) and a net change in unrealized depreciation of commodity futures contracts of ($5,046,488). The total loss for the nine-month period ended September 30, 2015 was ($4,783,512) resulting primarily from the realized loss on commodity futures contracts totaling ($3,017,638) and a net change in unrealized depreciation of commodity futures contracts of ($1,794,075).  For the same periods in 2014, respectively, there was a total loss of ($5,533,838) and ($6,066,134). Realized gain or loss on trading of commodity futures contracts is a function of: 1) the change in the price of the particular contracts sold as part of a “roll” in contracts as the nearest to expire contracts are exchanged for the appropriate contract given the investment objective of the fund, 2) the change in the price of particular contracts sold in relation to redemption of shares, 3) the gain or loss associated with rebalancing trades which are made to ensure conformance to the benchmark and 4) the number of contracts held and then sold for either circumstance aforementioned.  Unrealized gain or loss on trading of commodity futures contracts is a function of the change in the price of contracts held on the final date of the period versus the purchase price for each contract and the number of contracts held in each contract month.  The Sponsor has a static benchmark as described above and trades futures contracts to adhere to that benchmark and to adjust for the creation or redemption of shares.

 

Interest income for the three and nine-month periods ended September 30, 2015 was $19,453 and $28,201.  In 2014, these amounts were $2,013 and $3,966.  This increase year-over-year was the result of the Sponsor investing, at times, a portion of the available cash for the Fund in alternative demand-deposit savings accounts beginning in the second quarter of 2015.  These accounts had slightly higher overnight deposit rates than were available in the money market product that had been utilized solely in the past. 

 

Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses”) for the three-month period ended September 30, 2015 were $307,481; total expenses for the same period in 2014 were $205,601. This represents a $101,880 or 50% increase for 2015 over 2014.   The increase was in part driven by a $15,835 or 28% increase in the management fee paid to the Sponsor as a result of higher average net assets and a $43,308 increase in custodian fees and expenses for the reasons described in the Trust discussion of this section. In addition, there were year over year increases resulting from higher relative net assets compared to the other Funds of a $49,037 or 69% in distribution and marketing fees and a $14,022 or 248% in general and administrative expenses. These increases were offset by a ($2,949) and 6% decrease in professional fees and a ($14,401) and 100% decrease in business permits and licenses due to timing differences in the payment. The total expense ratio gross of expenses waived by the Sponsor for these years was 4.19% in 2015 and 3.55% in 2014. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets.

 

Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses”) for the nine-month period ended September 30, 2015 were $747,980; total expenses for the same period in 2014 were $413,738. This represents a $334,242 or 81% increase for 2015 over 2014.   The increase was in part driven by a $71,508 or 63% increase in the management fee paid to the Sponsor as a result of higher average net assets and a $97,351 increase in custodian fees and expenses for the reasons described in the Trust discussion of this section. In addition, there were year over year increases resulting from higher relative net assets compared to the other Funds of: 1) $68,301 or 81% in professional fees related to auditing, legal and tax preparation fees, 2) $85,717 or 59% in distribution and marketing fees, and 3) $28,150 or 152% in general and administrative expenses. These increases were offset by a ($4,530) or 33% decrease in brokerage expenses which resulted from a change in the roll procedure for certain contract months which helped to reduce brokerage expenses, a ($2,399) or 26% decrease in other expenses and a ($9,856) decrease in business permits and licenses. The total expense ratio gross of expenses waived by the Sponsor for these years was 4.03% in 2015 and 3.62% in 2014. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets.

 


 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. For the three-months ended September 30, 2015, the Sponsor waived $10,874 fees; for the same period in 2014, the Sponsor waived $0 fees. For the nine-months ended September 30, 2015, the Sponsor waived $42,174 fees; for the same period in 2014, the Sponsor waived $0 fees.

Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses, net”) for the three-month period for 2015 and 2014 were $296,607 and $206,936 respectively. The total expense ratio net of expenses waived by the Sponsor periods was 4.05% in the period for 2015 and 3.58% in 2014.

Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses, net”) for the nine-month period for 2015 and 2014 were $705,806 and $460,040 respectively. The total expense ratio net of expenses waived by the Sponsor periods was 3.81% in the period for 2015 and 4.03% in 2014.

Other than the management fee to the Sponsor and the brokerage commissions, most of the expenses incurred by the Fund are associated with the day-to-day operation of the Fund and the necessary functions related to regulatory compliance.  These are generally based on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under management.  The structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accrual. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.

For the year ended December 31, 2013, there were $69,416 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Fund in 2014.  At that time, the Sponsor had determined that recovery of the expense amounts was not probable.  In the three and nine months ended September 30, 2014, asset growth and other changes experienced by the Fund enabled the Sponsor to claim reimbursement of $1,335 and $46,302, respectively, from the Fund.  This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.

The seasonality patterns for wheat futures prices are impacted by a variety of factors. These include, but are not limited to, the harvest in the fall, the planting conditions in the spring, and the weather throughout the critical germination and growing periods. Prices for wheat futures are affected by the availability and demand for substitute agricultural commodities, including corn and soybeans. The price of wheat futures contracts is also influenced by global economic conditions, including the demand for exports to other countries. Such factors will impact the performance of the Fund and the results of operations on an ongoing basis. The Sponsor cannot predict the impact of such factors.

 

Teucrium Agricultural Fund

 

The Teucrium Agricultural Fund commenced operation on March 28, 2012. On April 22, 2011, an initial registration statement was filed with the Securities and Exchange Commission (“SEC”). On February 10, 2012, the Fund’s initial registration of 5,000,000 shares on Form S-1 was declared effective by the SEC. On March 28, 2012, the Fund listed its shares on the NYSE Arca under the ticker symbol “TAGS.” On the business day prior to that, the Fund issued 300,000 shares in exchange for $15,000,000 at the Fund’s initial NAV of $50 per share. The Fund also commenced investment operations on March 28, 2012 by purchasing shares of the Underlying Funds. On December 31, 2011, the Fund had two shares outstanding, which were owned by the Sponsor.

 

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 (“CORN”), the Teucrium Wheat Fund (“WEAT”), the Teucrium Soybean Fund (“SOYB”) and the Teucrium Sugar Fund (“CANE”) (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%.

 

On September 30, 2015, the Fund had 50,002 shares outstanding and net assets of $1,362,291.  This is in comparison to 50,002 shares outstanding and net assets of $1,537,006 on September 30, 2014 and 50,002 shares outstanding with net assets of $1,543,193 on June 30, 2015.  Shares outstanding remained constant for all period of 2015 and 2014.  Effective August 2, 2012, the Fund was at 50,002 shares outstanding which represents a minimum number of shares and there could be no further redemptions until additional shares are created.

 


  

Total net assets for the Fund were $1,362,291 on September 30, 2015, compared to $1,537,006 on September 30, 2014. The Net Asset Values (“NAV”) per share related to these balances were $27.24 and $30.74 respectively. This represents a decrease in total net assets for the period ending September 30, 2015 versus 2014 of 11% which was driven by a decrease in the NAV per share which decreased by ($3.50) or 11%.  The closing prices per share for 2015 and 2014, as reported by the NYSE Arca, were $26.21 and $30.41, respectively.  The change for September 30, 2015 over the prior year was a 14% decrease. 

This change in the NAVs of the Underlying Funds has been driven principally by updates to the USDA’s outlook for corn, soybean and wheat prices, supply and demand. Summaries of the USDA’s most recent monthly report for corn, soybeans and wheat, which was released on October 9, 2015, are presented in the Market Outlook section of this filing.

 

The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to September 30, 2015 and serves to illustrate the relative changes of these components.

 

The total loss for the three-month period ended September 30, 2015 was ($179,166) resulting primarily from the realized loss on financial instruments totaling ($85,003) and a net change in unrealized depreciation on financial instruments of ($94,161). The total loss for the nine-month period ended September 30, 2015 was ($285,000) resulting primarily from the realized loss on financial instruments totaling ($199,321) and a net change in unrealized depreciation on financial instruments of ($85,675). Total loss was ($362,602) in the three-month period ended September 30, 2014 and ($352,330) for the nine-month period in 2014.  Realized gain or loss on the financial instruments of the Underlying Funds is a function of: 1) the change in the price of particular contracts sold in relation to redemption of shares, and 2) the gain or loss associated with rebalancing trades which are made to ensure conformance to the benchmark.  Unrealized gain or loss on the financial instruments of the Underlying Funds is a function of the change in the price of shares held on the final date of the period versus the purchase price for each and the number held.  The Sponsor has a static benchmark as described above and trades futures contracts to adhere to that benchmark and to adjust for the creation or redemption of shares.

Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses”) for the three-month period ended September 30, 2015 were $104,995; total expenses for the same period in 2014 were $31,648. This represents a $73,346 or 232% increase for 2015 over 2014.   The increase was driven principally by a $89,359 increase in custodian fees and expenses for the reasons described in the Trust discussion of this section. This increase was offset by decreases in other operating expenses due to expense controls under taken by the Sponsor and lower average net asset balance relative to the other Funds. The total expense ratio gross of expenses waived by the Sponsor for these years was 30.28% in 2015 and 7.29% in 2014.

 

Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses”) for the nine-month period ended September 30, 2015 were $187,185; total expenses for the same period in 2014 were $80,179. This represents a $107,006 or 133% increase for 2015 over 2014.   The increase was driven principally by a $131,410 increase in custodian fees and expenses for the reasons described in the Trust discussion of this section. This increase was offset by decreases in other operating expenses due to expense controls under taken by the Sponsor and lower average net asset balance relative to the other Funds. The total expense ratio gross of expenses waived by the Sponsor for these periods was 17.17% in 2015 and 5.65% in 2014.

 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. For the three-months ended September 30, 2015, the Sponsor waived $103,257 fees; for the same period in 2014, the Sponsor waived $29,470 in fees. For the nine-months ended September 30, 2015, the Sponsor waived $181,727 fees; for the same period in 2014, the Sponsor waived $73,073 in fees.

Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses, net”) for the three-month period for 2015 and 2014 were $1,738 and $2,178 respectively. The total expense ratio net of expenses waived by the Sponsor for the periods was 0.50% in the period for 2015 and 0.50% in 2014.

Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (“Total expenses, net”) for the nine-month period for 2015 and 2014 were $5,458 and $7,106 respectively. The total expense ratio net of expenses waived by the Sponsor for the periods was 0.50% in the period for 2015 and 0.50% in 2014.

Other than the brokerage commissions, most of the expenses incurred by the Fund are associated with the day-to-day operation of the Fund and the necessary functions related to regulatory compliance.  These are generally based on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under management. The structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the net expense ratio to be reduced. As the Sponsor has initiated a percentage based daily expense accrual for the Fund, even if total net assets for the Fund fall, the total expense ratio of the Fund will not increase.  The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.

 

 

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, with the amount used in ethanol production second.  Corn is also processed into food and industrial products, including starch, sweeteners, corn oil, beverages and industrial alcohol.   The United States Department of Agriculture (“USDA”) publishes weekly, monthly, quarterly 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.  

The United States is the world’s leading producer and exporter of corn.  For the Crop Year 2015-16, the United States Department of Agriculture (“USDA”) estimates that the U.S. will produce approximately 35% of all the corn globally, about 14% will be exported.  For 2015-2016, global consumption of 980.8 Million Metric Tons (MMT) is expected to exceed global production of 972.6 MMT. If the global supply of corn exceeds global demand, this may have an adverse impact on the price of corn. Besides the United States, other principal world corn exporters include Argentina, Brazil and the former Soviet Union nations known as the FSU-12 which includes the Ukraine.  Major importer nations include Mexico, Japan, the European Union (EU), South Korea, Egypt and parts of Southeast Asia.

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.

If the futures market is in a state of backwardation (i.e., when the price of corn in the future is expected to be less than the current price), the Fund will buy later-to-expire contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing corn prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts, the value of a contract will rise as it approaches expiration. Over time, if backwardation remained constant, the differences would continue to increase. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing corn prices or the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches expiration. Over time, if contango remained constant, the difference would continue to increase. Historically, the corn futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation exists is a function, among other factors, of the seasonality of the corn market and the corn harvest cycle.

On October 9, 2015, the USDA released its monthly World Agricultural Supply and Demand Estimates (WASDE) for the Crop Years 2014-15 and 2015-16. The USDA has projected the 2015-16 yield to be 168.0 bushels per acre for the U.S, a significant increase over prior years, but slightly down from the 171.0 in 2014-15, with 88.4 million acres planted and 80.7 million harvested. The total domestic supply of corn for 2015-16 is projected to be 15,316 million bushels; usage for the crop year is projected to increase slightly to 13,755 million bushels. The USDA projects that the resulting “Ending Stocks” or inventory for 2015-16 will be slightly lower than 2014-15 at 1,561 million bushels.  The USDA’s projected 2015-16 “Carry-out Days Supply,” which is defined as the Ending Stocks divided by the demand per day, is projected at 41.4 days, up significantly from the 33.4 days for 2013-2014 but down slightly from the 46.0 projected for 2014-15.

 

 

The Soybean Market

Global soybean production is concentrated in the U.S., Brazil, Argentina and China.  The United States Department of Agriculture (“USDA”) has estimated that, for the Crop Year 2015-2016, the United States will produce approximately 105.8 MMT of soybeans or approximately 33% of estimated world production, with Brazil production at 100 MMT. Argentina is projected to produce about 57 MMT. For 2015-2016, consumption of 310.5 MMT is expected to be surpassed by global production of 320.5 MMT.  If the global supply of soybeans exceeds global demand, this may have an adverse impact on the price of soybeans. The USDA publishes weekly, monthly, quarterly 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.  

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, along with other commodities, by livestock producers and the farm fishing industry as feed.  Soybean oil is sold in multiple grades and is used by the food, petroleum 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.

If the futures market is in a state of backwardation (i.e., when the price of soybeans in the future is expected to be less than the current price), the Fund will buy later-to-expire contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing soybean prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts, the value of a contract will rise as it approaches expiration. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing soybean prices or the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches expiration. Historically, the soybeans futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation exists is a function, among other factors, of the seasonality of the soybean market and the soybean harvest cycle. All other things being equal, a situation involving prolonged periods of contago may adversely impact the returns of the Funds; conversely a situation involving prolonged periods of backwardation may positively impact the returns of the Funds.

On October 9, 2015, the USDA released its monthly World Agricultural Supply and Demand Estimates (WASDE) for the Crop Years 2014-15 and 2015-16. The USDA has projected the 2015-16 yield to be 47.2 bushels per acre for the U.S, slightly down from the 47.5 in 2014-15, with 83.2 million acres planted and 82.4 million harvested. The total domestic supply of soybeans for 2015-16 is projected to be 4,109 million bushels; usage for the crop year is projected to fall slightly from 2014-15 to 3,685 million bushels. The USDA projects that the resulting “Ending Stocks” or inventory for 2015-16 will increase over 2014-15 and prior years to 425 million bushels.  The USDA’s projected 2015-16 “Carry-out Days Supply,” which is defined as the Ending Stocks divided by the demand per day, is projected at 42.1 days, up significantly from the 9.7 days for 2013-2014 and the 18.1 projected for 2014-15.

The Sugar Market

Sugarcane accounts for about 75% 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. 

The Sugar No. 11 Futures Contract is the world benchmark contract for raw sugar trading.  This contract prices the physical delivery of raw cane sugar, delivered to the receiver’s vessel at a specified port within the country of origin of the sugar.  Sugar No. 11 Futures Contracts trade on the ICE Futures and the NYMEX in units of 112,000 pounds. 

The United States Department of Agriculture (“USDA”) publishes two major reports annually on U.S. domestic and worldwide sugar production and consumption. These are usually released in November and May. In addition, the USDA publishes periodic, but not as comprehensive, reports on sugar monthly. All of these reports are available on the USDA’s website, www.usda.gov, at no charge.  The USDA’s November 2014 report forecasts that Brazil will continue to be the leading producer of sugarcane, producing just over one-quarter of the world’s supply.  Other principal producers of sugarcane are India, Thailand and China. The principal world producers of sugar beets, as forecasted by the USDA for 2014, include the European Union, the United States and Russia. If the global supply of sugar exceeds global demand, this may have an adverse impact on the price of sugar.

If the futures market is in a state of backwardation (i.e., when the price of sugar in the future is expected to be less than the current price), the Fund will buy later-to-expire contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing sugar prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts, the value of a contract will rise as it approaches expiration. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing sugar prices or the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches expiration. Historically, the sugar futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation exists is a function, among other factors, of the seasonality of the sugar market and the sugar harvest cycle. All other things being equal, a situation involving prolonged periods of contago may adversely impact the returns of the Funds; conversely a situation involving prolonged periods of backwardation may positively impact the returns of the Funds.

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, the FSU-12, including the Ukraine, and India.  The United States Department of Agriculture (“USDA”) estimates that for 2015-2016, that the principal global producers of wheat will be the EU, the former Soviet nations known as the FSU-12, China, India, the United States, Australia and Canada. The U.S. generates approximately 8% of the global production, with almost half of that being exported. For 2015-2016, consumption of 716.4 MMT is estimated to be surpassed by production of 732.8 MMT. If the global supply of wheat exceeds global demand, this may have an adverse impact on the price of wheat. The USDA publishes weekly, monthly, quarterly 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.  

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  (Grade #1 soft red winter wheat, Hard Red Winter, Dark Northern Spring and Northern Spring wheat may be delivered at 3 cents premium per bushel over the contract price and #2 soft red winter wheat, Hard Red Winter, Dark Northern Spring and Northern Spring wheat may be delivered at 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 Wheat Futures Contracts expire: March, May, July, September and December.

If the futures market is in a state of backwardation (i.e., when the price of wheat in the future is expected to be less than the current price), the Fund will buy later-to-expire contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing wheat prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts, the value of a contract will rise as it approaches expiration. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing wheat prices or the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches expiration. Historically, the wheat futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation exists is a function, among other factors, of the seasonality of the wheat market and the wheat harvest cycle. All other things being equal, a situation involving prolonged periods of contago may adversely impact the returns of the Funds; conversely a situation involving prolonged periods of backwardation may positively impact the returns of the Funds.

 

 

On October 9, 2015, the USDA released its monthly World Agricultural Supply and Demand Estimates (WASDE) for the Crop Years 2014-15 and 2015-16. The USDA has projected the 2015-16 yield to be 43.6 bushels per acre for the U.S, slightly down from the 43.7 in 2014-15, with 54.6 million acres planted and 47.1 million harvested. The total domestic supply of wheat for 2015-16 is projected to be 2,930 million bushels; usage for the crop year is projected to increase slightly from 2014-15 to 2,069 million bushels. The USDA projects that the resulting “Ending Stocks” or inventory for 2015-16 will increase over 2014-15 and prior years to 861 million bushels.  The USDA’s projected 2015-16 “Carry-out Days Supply,” which is defined as the Ending Stocks divided by the demand per day, is projected at 151.9 days, up from the 88.4 days for 2013-2014 and the 136.5 projected for 2014-15.

Calculating NAV

The Fund’s NAV is calculated by:

 

 

  • Taking the current market value of its total assets and

 

 

 

  • Subtracting any liabilities.

The Administrator calculates the NAV of each 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 Fund, the Administrator uses the closing price on the exchange on which the commodity is traded, commonly referred to as the settlement price. The time of settlement for each exchange is determined by that exchange and may change from time to time. The current settlement time for each exchange can be found at the appropriate website which are:

   1) for the CBOT (CORN, SOYB and WEAT) http://www.cmegroup.com/trading_hours/commodities-hours.html;
   2) for ICE (CANE) http://www.theice.com/productguide/Search.shtml?tradingHours=.

The Administrator determines the value of all other investments for each 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 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 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 Fund.

In addition, in order to provide updated information relating to the 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 Fund. The indicative fund value is calculated by using the prior day’s closing NAV per share of the Fund as a base and updating that value throughout the trading day to reflect changes in the value of the Fund’s 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 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 CBOT and the ICE are generally open for trading only during specified hours which vary by exchange and may be adjusted by the exchange. However, the futures markets on these exchanges do not currently operate twenty-four hours per day. In addition, there may be some trading hours which may be limited to electronic trading only. This means that there is a gap in time at the beginning and the end of each day during which the Fund’s Shares are traded on the NYSE Arca, when, 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 most current trading hours for each exchange may be found on the website of that exchange as listed above.

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 Funds on the NYSE Arca.  Investors and market professionals are able throughout the trading day to compare the market price of each Fund and its indicative fund value.  If the market price of the Shares of a Fund diverges significantly from the indicative fund value, market professionals may have an incentive to execute arbitrage trades.  For example, if the Fund appears to be trading at a discount compared to the indicative fund value, a market professional could buy Fund Shares on the NYSE Arca, aggregate them into Redemption Baskets, and receive the NAV of such Shares by redeeming them to the Trust, provided that there is not a minimum number of shares outstanding for the Fund.  Such arbitrage trades can tighten the tracking between the market price of the Fund and the indicative fund value.

 

  

Critical Accounting Policies

The Trust’s critical accounting policies for all the Funds are as follows:

 

1.

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.

 

2.

The Sponsor has determined that the valuation of Commodity Interests that are not traded on a U.S. or internationally recognized futures exchange (such as swaps and other over-the-counter contracts) involves a critical accounting policy. The values which are used by the Funds for futures contracts will be provided by the commodity broker who will use market prices when available, while over-the-counter contracts will be valued based on the present value of estimated future cash flows that would be received from or paid to a third party in settlement of these derivative contracts prior to their delivery date. Values will be determined on a daily basis.

 

3.

Commodity futures contracts held by the Funds 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.

 

4.

Cash and cash equivalents are cash held at financial intuitions in demand-deposit accounts or highly-liquid investments with original maturity dates of three months or less at inception. The Funds reported 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 Funds have a substantial portion of its assets on deposit with banks. Assets deposited with financial institutions may, at times, exceed federally insured limits.

 

5.

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. 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: a) 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 and financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities and financial instruments does not entail a significant degree of judgment, b) 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, and c) Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See the notes within the financial statements for further information.

 

 

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.

 

6.

Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.

 

7.

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 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.

 

 

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.

 

8.

Due from/to broker for investments in financial instruments are securities transactions pending settlement. The Trust and TAGS are subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Trust and the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. Since the inception of the Fund, the principal broker through which the Trust and TAGS clear securities transactions for TAGS is the Bank of New York Mellon Capital Markets.

 

9.

The investment objective of 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. As such, TAGS will buy, sell and hold as part of its normal operations shares of the four Underlying Funds. The Trust excludes the shares of the other series of the Trust owned by the Teucrium Agricultural Fund from its statements of assets and liabilities. The Trust excludes the net change in unrealized appreciation or depreciation on securities owned by the Teucrium Agricultural Fund from its statements of operations. Upon the sale of the Underlying Funds by the Teucrium Agricultural Fund, the Trust includes any realized gain or loss in its statements of changes in net assets.

 

10.

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.

  


 

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 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.

An “exchange for related position” (“EFRP”) can be used by the Fund as a technique to facilitate the exchanging of a futures hedge position against a creation or redemption order, and thus the Fund may use an EFRP transaction in connection with the creation and redemption of shares. The market specialist/market maker that is the ultimate purchaser or seller of shares in connection with the creation or redemption basket, respectively, agrees to sell or purchase a corresponding offsetting futures position which is then settled on the same business day as a cleared futures transaction by the FCMs.  The Fund will become subject to the credit risk of the market specialist/market maker until the EFRP is settled or terminated.  The Fund reports all activity related to EFRP transactions under the procedures and guidelines of the CFTC and the exchanges on which the futures are traded.

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.

The CEA requires all FCMs, such as the Funds’ clearing brokers, to meet and maintain specified fitness and financial requirements, to segregate customer funds from proprietary funds and account separately for all customers’ funds and positions, and to maintain specified books and records open to inspection by the staff of the CFTC. The CFTC has similar authority over introducing brokers, or persons who solicit or accept orders for commodity interest trades but who do not accept margin deposits for the execution of trades. The CEA authorizes the CFTC to regulate trading by FCMs and by their officers and directors, permits the CFTC to require action by exchanges in the event of market emergencies, and establishes an administrative procedure under which customers may institute complaints for damages arising from alleged violations of the CEA. The CEA also gives the states powers to enforce its provisions and the regulations of the CFTC.

On November 14, 2013, the CFTC published final regulations that require enhanced customer protections, risk management programs, internal monitoring and controls, capital and liquidity standards, customer disclosures and auditing and examination programs for FCMs. The rules are intended to afford greater assurances to market participants that customer segregated funds and secured amounts are protected, customers are provided with appropriate notice of the risks of futures trading and of the FCMs with which they may choose to do business, FCMs are monitoring and managing risks in a robust manner, the capital and liquidity of FCMs are strengthened to safeguard the continued operations and the auditing and examination programs of the CFTC and the self-regulatory organizations are monitoring the activities of FCMs in a thorough manner.

Effective February 6, 2015, the Sponsor transferred all futures contracts from Societe Generale to Jefferies LLC (“Jefferies”) and Jefferies served as the FCM for the Funds, as discussed in Part I of this filing.  On April 9, 2015, Jefferies Group, LLC announced that it had entered into a definitive agreement to have Societe Generale SA acquire the assets of its futures unit, including its FCM operations.  Effective June 3, 2015, ED&F Man Capital Markets Inc. (“ED&F Man”) replaced Jefferies as the Funds’ FCM and the clearing broker to execute and clear the Funds’ futures and provide other brokerage-related services. 

Liquidity and Capital Resources

The Funds do not anticipate making use of borrowings or other lines of credit to meet their obligations. The Funds meet their liquidity needs in the normal course of business from the proceeds of the sale of their investments or from the cash, cash equivalents and/or the Treasuries Securities that they intend to hold. The Funds’ liquidity need include: redeeming their shares, providing margin deposits for existing Futures Contracts or the purchase of additional Futures Contracts, posting collateral for over-the-counter Commodity Interests, and paying expenses.

The Funds generate cash primarily from (i) the sale of Creation Baskets and (ii) interest earned on cash, cash equivalents and their investments in Treasuries Securities. Generally, all of the net assets of the Funds are allocated to trading in Commodity Interests. Most of the assets of the Operating Funds are held in Treasury Securities, cash and/or cash equivalents that could or are used as margin or collateral for trading in Commodity Interests. The percentage that such assets bear to the total net assets will vary from period to period as the market values of the Commodity Interests change. Interest earned on interest-bearing assets of a Fund are paid to that Fund.

The investments of a Fund’s in Commodity Interests are subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, U.S. futures exchanges limit the fluctuations in the prices of certain Futures Contracts 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 such a Futures Contract has increased or decreased by an amount equal to the daily limit, positions in the contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Such market conditions could prevent the Fund from promptly liquidating a position in Futures Contracts.

Beginning in the quarter-ended June 30, 2015, the Sponsor invested a portion of the available cash for the Funds in alternative demand-deposit savings accounts; effective August 20, 2015, the Sponsor has deposited cash in Rabobank, N.A., a U.S. chartered bank headquartered in Roseville, CA.   These accounts have slightly higher overnight deposit rates than were available in the money market products at the Custodians that had been utilized solely in the past

On August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid.  The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that are held in custody at The Bank of New York Mellon under this amended agreement are reflected on the Statements of Assets and Liabilities of the Fund and the Trust as Restricted Cash.

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

The regulation of futures markets, futures contracts, and futures exchanges has historically been comprehensive. The CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency including, for example, the retroactive implementation of speculative position limits, increased margin requirements, the establishment of daily price limits and the suspension of trading.

 

 

Pursuant to authority in the CEA, the NFA has been formed and registered with the CFTC as a registered futures association.  At the present time, the NFA is the only self-regulatory organization for commodity interest professionals, other than futures exchanges.  The CFTC has delegated to the NFA responsibility for the registration of CPOs and FCMs and their respective associated persons.  The Sponsor and the Fund’s clearing broker are members of the NFA.  As such, they will be subject to NFA standards relating to fair trade practices, financial condition and consumer protection.    The NFA also arbitrates disputes between members and their customers and conducts registration and fitness screening of applicants for membership and audits of its existing members.  Neither the Trust nor the Funds are required to become a member of the NFA. The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States. There is a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an investment in the Funds, or the ability of a Fund to continue to implement its investment strategy. In addition, various national governments outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on the Funds is impossible to predict but could be substantial and adverse.

The CFTC possesses exclusive jurisdiction to regulate the activities of commodity pool operators and has adopted regulations with respect to the activities of those persons and/or entities.  Under the Commodity Exchange Act (“CEA”), a registered commodity pool operator, such as the Sponsor, is required to make annual filings with the CFTC describing its organization, capital structure, management and controlling persons.  In addition, the CEA authorizes the CFTC to require and review books and records of, and documents prepared by, registered commodity pool operators (“CPOs”).  Pursuant to this authority, the CFTC requires commodity pool operators to keep accurate, current and orderly records for each pool that they operate.  The CFTC may suspend the registration of a commodity pool operator (1) if the CFTC finds that the operator’s trading practices tend to disrupt orderly market conditions, (2) if any controlling person of the operator is subject to an order of the CFTC denying such person trading privileges on any exchange, and (3) in certain other circumstances.  Suspension, restriction or termination of the Sponsor’s registration as a commodity pool operator would prevent it, until that registration were to be reinstated, from managing the Funds, and might result in the termination of a Fund if a successor sponsor is not elected pursuant to the Trust Agreement.  Neither the Trust nor the Funds are required to be registered with the CFTC in any capacity.

The Funds’ investors are afforded prescribed rights for reparations under the CEA.  Investors may also be able to maintain a private right of action for violations of the CEA.  The CFTC has adopted rules implementing the reparation provisions of the CEA, which provide that any person may file a complaint for a reparations award with the CFTC for violation of the CEA against a floor broker or an FCM, introducing broker, commodity trading advisor, CPO, and their respective associated persons.

The regulations of the CFTC and the NFA prohibit any representation by a person registered with the CFTC or by any member of the NFA, that registration with the CFTC, or membership in the NFA, in any respect indicates that the CFTC or the NFA has approved or endorsed that person or that person’s trading program or objectives.  The registrations and memberships of the parties described in this summary must not be considered as constituting any such approval or endorsement.  Likewise, no futures exchange has given or will give any similar approval or endorsement.

Futures exchanges in the United States are subject to varying degrees of regulation under the CEA depending on whether such exchange is a designated contract market, exempt board of trade or electronic trading facility. Clearing organizations are also subject to the CEA and the rules and regulations adopted thereunder as administered by the CFTC. The CFTC’s function is to implement the CEA’s objectives of preventing price manipulation and excessive speculation and promoting orderly and efficient commodity interest markets. In addition, the various exchanges and clearing organizations themselves exercise regulatory and supervisory authority over their member firms.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted in response to the economic crisis of 2008 and 2009 and it significantly altered the regulatory regime to which the securities and commodities markets are subject. To date, the CFTC has issued proposed versions of all of the rules it is required to promulgate under the Dodd-Frank Act, and it continues to issue proposed versions of additional rules that it has authority to promulgate. The CFTC has issued final rules under the Dodd-Frank Act relating to recordkeeping and reporting of swap transactions, mandatory clearing of certain classes of credit default swaps and interest rate swaps, as well as the definition of key terms such as “swap” and “swap dealer.” Provisions of the new law include the requirement that position limits be established on a wide range of commodity interests,  including agricultural, energy, and metal-based commodity futures contracts, options on such futures contracts and uncleared swaps that are economically equivalent to such futures contracts and options (“Reference Contracts”); new registration and recordkeeping requirements for swap market participants; capital and margin requirements for “swap dealers” and “major swap participants,” as determined by the new law and applicable regulations; and the mandatory use of clearinghouse mechanisms for sufficiently standardized swap transactions that were historically entered into in the over-the-counter market.

The CFTC published final rules on February 17, 2012 and April 3, 2012 that require “swap dealers” and "major swap participants” to:  1) adhere to business conduct standards, 2) implement policies and procedures to ensure compliance with the CEA and 3) maintain records of such compliance. These new requirements may impact the documentation requirements for non-cleared swaps and cause swap dealers and major swap participants to face increased compliance costs that, in turn, may be passed along to counterparties, such as the Funds, in the form of higher fees and expenses that relate to trading swaps.

On August 13, 2012 the CFTC and the SEC published joint final rules defining the terms “swap” and “security-based swaps.” The term “swap” is broadly defined to include various types of over-the-counter derivatives, including swaps and options.  The effective date of these final rules was October 12, 2012.  Pursuant to the Dodd-Frank Act, certain transactions within the definition of “swap” must be executed on organized exchanges or “swap execution facilities” and cleared through regulated clearing organizations (which are referred to in the Dodd-Frank Act as “derivative clearing organizations” (“DCOs”)). On November 28, 2012 the CFTC issued its final clearing determination requiring that certain credit default swaps and interest rate swaps be cleared by registered DCOs. This is the CFTC’s first clearing determination under the Dodd-Frank Act and became effective February 11, 2013. As of  June 10, 2013, swap dealers, major swap participants, commodity pools, certain private funds and entities predominately engaged in financial activities were required to clear certain credit default swaps and interest rate swaps. As a result, if a Fund enters into or had entered into certain interest rate or credit default swaps on or after June 10, 2013, such swaps will be required to be centrally cleared. Determinations on other types of swaps are expected in the future and, when finalized, could require the Fund to centrally clear certain over-the-counter instruments presently entered into and settled on a bi-lateral basis.

 

The Dodd-Frank Act requires the CFTC, the SEC and the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Farm Credit System and the Federal Housing Finance Agency (collectively, the “Prudential Regulators”) to establish “both initial and variation margin requirements on all swaps that are not cleared by a registered clearing organization” (including many over-the-counter swaps). The proposed rules would require swap dealers and major swap participants to collect both variation and initial margin from certain of their financial entity counterparties such as one of the Funds.  In addition, the Dodd-Frank Act provides parties who post initial margin to a swap dealer or major swap participant with a statutory right to insist that such margin be held in a segregated account with an independent custodian. Initial and variation margin requirements for swap dealers and major swap participants who enter into uncleared swaps and capital requirements for swap dealers and major swap participants who enter into uncleared trades will be set by the CFTC, the SEC or the applicable “Prudential Regulator.”

 

  

The Dodd-Frank Act also requires that certain swaps determined to be available to trade on a swap execution facility (“SEF”) must be executed over such a facility.  On June 5, 2013, the CFTC published a final rule regarding the obligations of SEFs, including the obligation for facilities offering multiple person execution services to register as a SEF. Based upon applications filed by several SEFs with the CFTC, the CFTC has determined that certain interest rate swaps and credit default index swaps are available to trade on SEFs and certain interest rate swaps and credit default index swaps must be executed on a SEF. On November 14, 2013 the CFTC Division of Clearing and Risk, Division on Market Oversight, and Division of Swap Dealer and Intermediary Oversight published guidance with respect to the application of certain CFTC rules on SEFs.  That guidance clarified that SEFs could not restrict access to participants who are permitted to trade swaps and that SEFs may not require participants to have brokerage agreements in place with other counterparties.

On April 5, 2013, the CFTC’s Division of Clearing and Risk issued a letter granting no-action relief from certain swap data reporting requirements for swaps entered into between affiliated counterparties. In general, the letter grants relief from real-time, historical and regular swap reporting (under Part 43, Part 45 and Part 46 of the CFTC’s regulations, respectively).

On April 11, 2013, the CFTC published a final rule to exempt swaps between certain affiliated entities within a corporate group from the clearing requirement. The rule permits affiliated counterparties to elect not to clear a swap subject to the clearing requirement if, among other things, the counterparties are majority-owned affiliates whose financial statements are included in the same consolidated financial statements and whose swaps are documented and subject to a centralized risk management program. However, the exemption does not apply to swaps entered into by affiliated counterparties with unaffiliated counterparties.

On November 6, 2013, the CFTC published a final rule to impose requirements on swap dealers and major swap participants with respect to the treatment of collateral posted by their counterparties to margin, guarantee, or secure uncleared swaps.  Essentially, the rule places restrictions on what swap dealers and major swap participants can do with collateral posted by the Fund in connection with uncleared swaps.

In addition to the rules and regulations imposed under the Dodd-Frank Act, swap dealers that are European banks may also be subject to European Market Infrastructure Regulation (“EMIR”).  These regulations have not yet been fully implemented.

On August 12, 2013, the CFTC issued final rules establishing compliance obligations for CPOs of investment companies registered under the Investment Company Act of 1940 that are required to register due to recent changes to Commission Regulation 4.5.  For entities that are registered with both the CFTC and SEC, the CFTC will accept the SEC’s disclosure, reporting, and recordkeeping regime as substituted compliance for substantially all of Part 4 of the CFTC’s regulations, so long as they comply with comparable requirements under the SEC’s statutory and regulatory compliance regime. Thus, the final rules (the “Harmonization Rules”) allow dually registered entities to meet certain CFTC regulatory requirements for CPOs by complying with SEC rules to which they are already subject.  Although the Fund is not a registered investment company under the Investment Company Act, the Harmonization Rules amended certain CFTC disclosure rules to make the requirements for all CPOs to periodically update their disclosure documents, consistent with those of the SEC. This change will decrease the burden to the Funds and the Sponsor of having to comply with inconsistent regulatory requirements.  It is not known whether the CFTC will make additional amendments to its disclosure, reporting and recordkeeping rules to further harmonize these obligations with those of the SEC as they apply to the Funds and the Sponsor, but any such further rule changes could result in additional operating efficiencies for the Funds and the Sponsor.

The effect of future regulatory change on the Funds, and the exact timing of such changes, is impossible to predict but it may be substantial and adverse. Specifically, the new law, the rules that have been promulgated thereunder, and the rules that are expected to be promulgated may negatively impact the ability of a Fund to meet its investment objectives, either through position limits or requirements imposed on it and/or on their counterparties. In particular, new position limits imposed on a Fund or any counterparties may impact the ability of that Fund to invest in a manner that most efficiently meets its investment objective. New requirements, including capital imposed on the counterparties of a Fund and the mandatory clearing and margining of swaps, may increase the cost of that Fund’s investments and doing business.

In addition, considerable regulatory attention has recently been focused on non-traditional publicly distributed investment pools such as the Funds.  Furthermore, various national governments have expressed concern regarding the disruptive effects of speculative trading in certain commodity markets and the need to regulate the derivatives markets in general.  The effect of any future regulatory change on the Funds is impossible to predict, but could be substantial and adverse.

Management believes that as of September 30, 2015 it had fulfilled in a timely manner all Dodd-Frank reporting requirements, both historical and on-going, for the categories under which the firm operates and is registered.

 

Position Limits, Aggregation Limits, Price Fluctuation Limits

On November 5, 2013, the CFTC re-proposed for public comment new regulations that would establish specific limits on speculative positions in futures contracts, option contracts and swaps on 28 agricultural, energy and metals commodities (the “Position Limit Rules”) limits and regulations addressing the circumstances under which market participants would be required to aggregate their positions with other persons under common ownership or control (the “Proposed Aggregation Requirements”). Both the Position Limit Rules and Proposed Aggregation requirements are currently pending and have not yet been adopted.  It remains to be seen whether the CFTC will modify the proposed regulations in response to public comments. 

Currently, the CFTC enforces federal limits on speculation in agricultural products (e.g., corn, wheat and soy), while futures exchanges enforce position limits and accountability levels for agricultural and certain energy products (e.g., oil and natural gas). As a result, the Funds may be limited with respect to the size of their investments in any commodity subject to these limits.  Finally, subject to certain narrow exceptions, the Proposed Aggregation Requirements would require the aggregation, for purposes of the position limits, of all positions in Reference Contracts of the 28 regulated commodities held by a single entity and its affiliates, regardless of whether such positions exist on US futures exchanges, non-US futures exchanges, or in over-the-counter swaps.  Under the CFTC’s existing position limit requirements and the Position Limit Rules, a market participant is generally required to aggregate all positions for which ownership interest in an account or position, as well as the positions of two or more persons acting pursuant to an express or implied agreement or understanding.  At this time, it is unclear how the Proposed Aggregation Requirements may affect the Fund, but it may be substantial and adverse.  By way of example, the Proposed Aggregation Requirements in combination with the Position Limit Rules may negatively impact the ability of the Fund to meet its respective investment objectives through limits that may inhibit the Sponsor’s ability to sell additional Creation Baskets of the Fund.

 

 

Position limits generally impose a fixed ceiling on aggregate holdings in futures contracts relating to a particular commodity, and may also impose separate ceilings on contracts expiring in any one month, contracts expiring in the spot month, and/or contracts in certain specified final days of trading.  By way of example, the CFTC’s position limits for Soybean Futures Contracts (including related options) are 600 spot month contracts, 15,000 contracts expiring in any other single month, and 15,000 contracts for all months.  All Soybean Futures Contracts held under the control of the Sponsor, including those held by any future series of the Trust, will be aggregated in determining the application of these position limits.  Position limits could in certain circumstances effectively limit the number of Creation Baskets that the Fund can sell but, it is not expected to reach asset levels that would cause these position limits to be implicated in the near future.

Accountability levels differ from position limits in that they do not represent a fixed ceiling, but rather a threshold above which a futures exchange may exercise greater scrutiny and control over an investor’s positions.  If a Fund were to exceed an applicable accountability level for investments in futures contracts, the exchange will monitor the Fund’s exposure and may ask for further information on its activities, including the total size of all positions, investment and trading strategy, and the extent of liquidity resources of the Fund.  If deemed necessary by the exchange, the Fund could be ordered to reduce its aggregate net position back to the accountability level. 

 

The CFTC and U.S. designated contract markets such as the CBOT may establish position limits and accountability levels on the maximum net long or net short positions in futures contracts in commodities that any person or group of persons under common trading control (other than as a hedge, which an investment by the Fund would not be) may hold, own or control.  The net position is the difference between an individual or firm’s open long contracts and open short contracts in any one commodity.  In addition, most U.S. futures exchanges, such as the CBOT, limit the daily price fluctuation for futures contracts.

In contrast to position limits, accountability levels are not fixed ceilings, but rather thresholds above which an exchange may exercise greater scrutiny and control over an investor, including by imposing position limits on the investor.

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

As of May 1, 2014, the CME replaced the fixed price fluctuation limits with variable price limits for corn, soybeans and wheat. The change, which is now effective, is described in the CME Group Special Executive Report S-7038 and can be accessed at http://www.cmegroup.com/tools-information/lookups/advisories/ser/SER-7038.html.

Off Balance Sheet Financing

As of September 30, 2015, 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.

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. Except for TAGS, which has no management fee, 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).

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.

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 August 17, 2015 (the “Conversion Date”), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds.  The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. In addition, effective on the Conversion Date, U.S. Bancorp Fund Services, LLC (“USBFS”), a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee.  The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS.

 

 

Benchmark Performance

The Funds are new and have a limited operating history. Investing in commodity interests, or the Underlying Funds in the case of TAGS, subjects the Funds to the risks of the underlying commodities 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 commodities, 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, 2015 through September 30, 2015 the average daily change in the NAV of each Fund was within plus/minus 10 percent of the average daily change in the Benchmark of each Fund, as stated in the applicable prospectus for each Fund.

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.

  

 

SOYB

The performance data above for the Teucrium Soybean 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.

 CANE

The performance data above for the Teucrium Sugar Fund represents past performance. Effective with the September 30, 2015 filing, all data for CANE has been updated to reflect NAV out to four decimal points; this update is now consistent with all other funds, but did not, in the opinion of the Sponsor, materially modify the nature of the information presented.  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.

 

 

WEAT

The performance data above for the Teucrium Wheat 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.

TAGS

The performance data above for the Teucrium Agricultural 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.

 

  

As of August 2, 2012, TAGS has 50,002 shares currently outstanding; this represents the minimum number of shares and, thus, no shares can be redeemed until additional shares have been created. This situation has generated a situation, at times, in which the spread between bid/ask midpoint at 4pm and the NAV falls outside of the “1 to 49” or “-1 to -49” range. The situation does not affect the actual NAV of the Fund.

Description

The above frequency distribution charts presents information about the difference between the daily market price for Shares of each Fund and the Fund’s reported Net Asset Value per share. The amount that a Fund’s market price is above the reported NAV is called the premium. The amount that a 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 a 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 a Fund traded within the premium/discount range indicated.

*A unit that is equal to 1/100th of 1% and is used to denote the change in a financial instrument.

NEITHER THE PAST PERFORMANCE OF 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

Market Risk

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. 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, 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.

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 contracts held.

The exposure of the Funds to market risk will depend primarily on the market price of the specific commodities held by the Fund. The market price of the commodities depends in part on the volatility of interest rates and foreign exchange rates and the liquidity of the commodity-specific markets.

TAGS is subject to the risks of the commodity-specific futures contracts of the Underlying Funds as the fair value of its holdings is based on the NAV of each of the Underlying Funds, each of which is directly impacted by the factors discussed above.

The tables below present a quantitative analysis of hypothetical impact of price decreases and increases in each of the commodity futures contracts held by each of the Funds, or the Underlying Funds in the case of TAGS, on the actual holdings and NAV per share as of September 30, 2015. For purposes of this analysis, all futures contracts held by the Funds and the Underlying Funds are assumed to change by the same percentage. In addition, the cash held by the Funds and any management fees paid to the Sponsor are assumed to remain constant and not impact the NAV per share. There may be very slight and immaterial differences, due to rounding, in the tables presented below.

  

 

CORN:


September 30, 2015 as Reported 10% Decrease 15% Decrease 20% Decrease 10% Increase 15% Increase 20% Increase
Holdings as of September 30, 2015 Number of Contracts Held Closing Price Notional Amount Notional Amount Notional Amount Notional Amount Notional Amount Notional Amount Notional Amount
CBOT Corn Futures MAR16 1,227 3.9875 $   24,463,313 $ 22,016,981 $ 20,793,816 $ 19,570,650 $ 26,909,644 $ 28,132,809 $ 29,355,975
CBOT Corn Futures MAY16 1,034 4.0550 $   20,964,350 $ 18,867,915 $ 17,819,698 $ 16,771,480 $ 23,060,785 $ 24,109,003 $ 25,157,220
CBOT Corn Futures DEC16 1,197 4.1100 $   24,598,350 $ 22,138,515 $ 20,908,598 $ 19,678,680 $ 27,058,185 $ 28,288,103 $ 29,518,020
Total CBOT Corn Futures $   70,026,013 $ 63,023,411 $ 59,522,111 $ 56,020,810 $ 77,028,614 $ 80,529,914 $ 84,031,215
Shares outstanding 2,975,004 2,975,004 2,975,004 2,975,004 2,975,004 2,975,004 2,975,004
Net Asset Value per Share attributable directly to CBOT Corn Futures $ 23.54 $ 21.18 $ 20.01 $ 18.83 $ 25.89 $ 27.07 $ 28.25
Total Net Asset Value per Share as reported $ 23.54
Change in the Net Asset Value per Share $ -2.35 $ -3.53 $ -4.71 $ 2.35 $ 3.53 $ 4.71
Percent Change in the Net Asset Value per Share -10.00% -15.00% -20.00% 10.00% 15.00% 20.00%

SOYB:

September 30, 2015 as Reported 10% Decrease 15% Decrease 20% Decrease 10% Increase 15% Increase 20% Increase
Holdings as of September 30, 2015 Number of Contracts Held Closing Price Notional Amount Notional Amount Notional Amount Notional Amount Notional Amount Notional Amount Notional Amount
CBOT Soybean Futures JAN16 56 $  8.9400 $ 2,503,200 $ 2,252,880 $ 2,127,720 $ 2,002,560 $ 2,753,520 $ 2,878,680 $ 3,003,840
CBOT Soybean Futures MAR16 48 $  8.9725 $ 2,153,400 $ 1,938,060 $ 1,830,390 $ 1,722,720 $ 2,368,740 $ 2,476,410 $ 2,584,080
CBOT Soybean Futures NOV16 57 $  8.9325 $ 2,545,763 $ 2,291,186 $ 2,163,898 $ 2,036,610 $ 2,800,339 $ 2,927,627 $ 3,054,915
Total CBOT Soybean Futures $ 7,202,363 $ 6,482,126 $ 6,122,008 $ 5,761,890 $ 7,922,599 $ 8,282,717 $ 8,642,835
Shares outstanding 400,004 400,004 400,004 400,004 400,004 400,004 400,004
Net Asset Value per Share attributable directly to CBOT Soybean Futures $ 18.01 $ 16.21 $ 15.30 $ 14.40 $ 19.81 $ 20.71 $ 21.61
Total Net Asset Value per Share as reported $ 17.98
Change in the Net Asset Value per Share $ -1.80 $ -2.70 $ -3.60 $ 1.80 $ 2.70 $ 3.60
Percent Change in the Net Asset Value per Share -10.01% -15.02% -20.02% 10.01% 15.02% 20.02%

CANE:

September 30, 2015 as Reported 10% Decrease 15% Decrease 20% Decrease 10% Increase 15% Increase 20% Increase
Holdings as of September 30, 2015 Number of Contracts Held Closing Price Notional Amount Notional Amount Notional Amount Notional Amount Notional Amount Notional Amount Notional Amount
ICE #11 Sugar Futures MAY16 91 $  0.1280 $ 1,304,576 $ 1,174,118 $ 1,108,890 $ 1,043,661 $ 1,435,034 $ 1,500,262 $ 1,565,491
ICE #11 Sugar Futures JUL16 78 $  0.1272 $ 1,111,219 $ 1,000,097 $ 944,536 $ 888,975 $ 1,222,341 $ 1,277,902 $ 1,333,463
ICE #11 Sugar Futures MAR17 87 $  0.1331 $ 1,296,926 $ 1,167,234 $ 1,102,387 $ 1,037,541 $ 1,426,619 $ 1,491,465 $ 1,556,312
Total ICE #11 Sugar Futures $ 3,712,721 $ 3,341,449 $ 3,155,813 $ 2,970,177 $ 4,083,994 $ 4,269,630 $ 4,455,266
Shares outstanding 425,004 425,004 425,004 425,004 425,004 425,004 425,004
Net Asset Value per Share attributable directly to ICE #11 Sugar Futures $ 8.74 $ 7.86 $ 7.43 $ 6.99 $ 9.61 $ 10.05 $ 10.48
Total Net Asset Value per Share as reported $ 8.75
Change in the Net Asset Value per Share $ -0.87 $ -1.31 $ -1.75 $ 0.87 $ 1.31 $ 1.75
Percent Change in the Net Asset Value per Share -9.99% -14.98% -19.97% 9.99% 14.98% 19.97%

WEAT:

September 30, 2015 as Reported 10% Decrease 15% Decrease 20% Decrease 10% Increase 15% Increase 20% Increase
Holdings as of September 30, 2015 Number of Contracts Held Closing Price Notional Amount Notional Amount Notional Amount Notional Amount Notional Amount Notional Amount Notional Amount
CBOT Wheat Futures MAR16 385 $  5.1950 $ 10,000,375 $ 9,000,338 $ 8,500,319 $ 8,000,300 $ 11,000,413 $ 11,500,431 $ 12,000,450
CBOT Wheat Futures MAY16 327 $  5.2425 $   8,571,488 $ 7,714,339 $ 7,285,764 $ 6,857,190 $ 9,428,636 $ 9,857,211 $ 10,285,785
CBOT Wheat Futures DEC16 363 $  5.4750 $   9,937,125 $ 8,943,413 $ 8,446,556 $ 7,949,700 $ 10,930,838 $ 11,427,694 $ 11,924,550
Total CBOT Wheat Futures $ 28,508,988 $ 25,658,089 $ 24,232,639 $ 22,807,190 $ 31,359,886 $ 32,785,336 $ 34,210,785
Shares outstanding 2,825,004 2,825,004 2,825,004 2,825,004 2,825,004 2,825,004 2,825,004
Net Asset Value per Share attributable directly to CBOT Wheat Futures $ 10.09 $ 9.08 $ 8.58 $ 8.07 $ 11.10 $ 11.61 $ 12.11
Total Net Asset Value per Share as reported $ 10.08
Change in the Net Asset Value per Share $ -1.01 $ -1.51 $ -2.02 $ 1.01 $ 1.51 $ 2.02
Percent Change in the Net Asset Value per Share -10.01% -15.02% -20.02% 10.01% 15.02% 20.02%

 

 

TAGS:

September 30, 2015 as Reported 10% Decrease 15% Decrease 20% Decrease 10% Increase 15% Increase 20% Increase
Holdings as of September 30, 2015 Number of Shares Held Closing NAV Fair Value Fair Value Fair Value Fair Value Fair Value Fair Value Fair Value
Teucrium Corn Fund 14,008 $  23.5386 $ 329,729 $ 296,756 $ 280,269 $ 263,783 $ 362,702 $ 379,188 $ 395,674
Teucrium Soybean Fund 18,481 $  17.9836 $ 332,355 $ 299,119 $ 282,502 $ 265,884 $ 365,590 $ 382,208 $ 398,826
Teucrium Sugar Fund 41,024 $  8.74790 $ 358,874 $ 322,986 $ 305,043 $ 287,099 $ 394,761 $ 412,705 $ 430,649
Teucrium Wheat Fund 33,237 $  10.0835 $ 335,145 $ 301,631 $ 284,873 $ 268,116 $ 368,660 $ 385,417 $ 402,174
Total value of shares of the Underlying Funds $ 1,356,103 $ 1,220,492 $ 1,152,687 $ 1,084,882 $ 1,491,713 $ 1,559,518 $ 1,627,323
Shares outstanding 50,002 50,002 50,002 50,002 50,002 50,002 50,002
Net Asset Value per Share attributable directly to shares of the Underlying Funds $ 27.12 $ 24.41 $ 23.05 $ 21.70 $ 29.83 $ 31.19 $ 32.55
Total Net Asset Value per Share as reported $ 27.24
Change in the Net Asset Value per Share $ -2.71 $ -4.07 $ -5.42 $ 2.71 $ 4.07 $ 5.42
Percent Change in the Net Asset Value per Share -9.96% -14.93% -19.91% 9.96% 14.93% 19.91%

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.

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 various 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.

The Dodd-Frank Act requires the CFTC, the SEC and the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Farm Credit System and the Federal Housing Finance Agency (collectively, the “Prudential Regulators”) to establish “both initial and variation margin requirements on all swaps that are not cleared by a registered clearing organization” (i.e., uncleared or over-the-counter swaps). The proposed rules would require swap dealers and major swap participants to collect both variation and initial margin from their financial entity counterparties such as the Funds or Underlying Funds but would not require these swap dealers or major swap participants to post variation margin or initial margin to the Funds or Underlying Funds.  The CFTC and the Prudential Regulators have proposed rules addressing margin requirements but have not implemented any rules on these issues.

An “exchange for related position” (“EFRP”) can be used by the Fund as a technique to facilitate the exchanging of a futures hedge position against a creation or redemption order, and thus the Fund may use an EFRP transaction in connection with the creation and redemption of shares. The market specialist/market maker that is the ultimate purchaser or seller of shares in connection with the creation or redemption basket, respectively, agrees to sell or purchase a corresponding offsetting futures position which is then settled on the same business day as a cleared futures transaction by the FCMs.  The Fund will become subject to the credit risk of the market specialist/market maker until the EFRP is settled or terminated.  The Fund reports all activity related to EFRP transactions under the procedures and guidelines of the CFTC and the exchanges on which the futures are traded.

For the three months and nine months ended September 30, 2015, the only counterparty risk to which the Funds were subject was that in association with EFRPs as described above.

 

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Trust and each Fund maintains disclosure controls and procedures that are designed to ensure that material information required to be disclosed in the Trust’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms for both the Trust and each Fund thereof.

Management of the Sponsor of the Teucrium Funds (“Management”), including Dale Riker, its Principal Executive Officer and Barbara Riker, its Principal Financial Officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of the Trust if the Trust had any officers, have evaluated the effectiveness of the design and operation of the Trust’s and each Fund’s 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 report, and, based upon that evaluation, concluded that the Trust’s and each Fund’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 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, 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.

The certifications of the Chief Executive Officer and Chief Financial Officer are applicable to each Fund individually as well as the Trust as a whole.

Changes in Internal Control over Financial Reporting

 

There has been no change in internal controls over the financial reporting (as defined in the Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Trust’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

 

 

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on March 16, 2015.

The commodity interests in which each of the Funds invests, and in which TAGS invests indirectly through the Shares of the Underlying Funds, are referred to as Commodity Interests and for each Fund individually as the specific commodity interests, e.g. Corn Interests.

Risks Applicable to all Funds

There are Risks Related to Fund Structure and Operations of the Funds

Unlike mutual funds, commodity pools and other investment pools that manage their investments so as to realize income and gains for distribution to their investors, a Fund generally does not distribute dividends to Shareholders. You should not invest in a Fund if you will need cash distributions from the Fund to pay taxes on your share of income and gains of the Fund, if any, or for other purposes.

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

The Sponsor intends to re-invest any income and realized gains of a Fund in additional Commodity Interests, or Shares of the Underlying Funds in the case of TAGS, rather than distributing cash to Shareholders. Although a Fund does not intend to make cash distributions, the income earned from its investments held directly or posted as margin may reach levels that merit distribution, e.g., at levels where such income is not necessary to support its underlying investments in commodity interests, corn for example, and where investors adversely react to being taxed on such income without receiving distributions that could be used to pay such tax. Cash distributions may be made in these and similar instances.

A Fund must pay 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”), 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. Each Fund also pays the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Each Fund, excluding TAGS, is also contractually obligated to pay a management fee to the Sponsor. Such fees may be waived by the Sponsor at its discretion. Accordingly, each Fund must realize interest income and/or gains on Commodity Interests sufficient to cover these fees and expenses before it can earn any profit.

A Fund may terminate at any time, regardless of whether the Fund has incurred losses, subject to the terms of the Trust Agreement. For example, the dissolution or resignation of the Sponsor would cause the Trust to terminate unless shareholders holding a majority of the outstanding shares of the Trust elect within 90 days of the event to continue the Trust and appoint a successor Sponsor. In addition, the Sponsor may terminate a Fund if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund. The Fund’s termination would result in the liquidation of its investments and the distribution of its remaining assets to the Shareholders on a pro rata basis in accordance with their Shares, and the Fund could incur losses in liquidating its investments in connection with a termination. Termination could also negatively affect the overall maturity and timing of your investment portfolio.  Any expenses related to the operation of a Fund would need to be paid by the Fund at the time of termination.

To the extent that investors use a Fund as a means of investing indirectly in a specific commodity interest, there is the risk that the changes in the price of the Fund’s Shares on the NYSE Arca will not closely track the changes in spot price of that commodity interest. This could happen if the price of Shares traded on the NYSE Arca does not correlate with the Fund’s NAV, if the changes in the Fund’s NAV do not correlate with changes in the Benchmark, or if the changes in the Benchmark do not correlate with changes in the cash or spot price of the specific commodity interest. This is a risk because if these correlations are not sufficiently close, then investors may not be able to use the Fund as a cost-effective way to invest indirectly in the specific commodity interest, or the underlying specific commodity interest in the case of TAGS, or as a hedge against the risk of loss in commodity-related transactions.

None of the Funds are an investment company subject to the Investment Company Act of 1940. Accordingly, you do not have the protections afforded by that statute, which, for example, requires investment companies to have a board of directors with a majority of disinterested directors and regulates the relationship between the investment company and its investment manager.

The arrangements between clearing brokers and counterparties on the one hand and the Funds on the other generally are terminable by the clearing brokers or counterparty upon notice to the Funds. In addition, the agreements between the Funds and their third-party service providers, such as the Distributor and the Custodian, are generally terminable at specified intervals. Upon termination, the Sponsor may be required to renegotiate or make other arrangements for obtaining similar services if the Funds intend to continue to operate. Comparable services from another party may not be available, or even if available, these services may not be available on the terms as favorable as those of the expired or terminated arrangements.

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

The Sponsor’s trading strategy is quantitative in nature, and it is possible that the Sponsor will make errors in its implementation. The execution of the quantitative strategy is subject to human error, such as incorrect inputs into the Sponsor’s computer systems and incorrect information provided to the Funds’ clearing brokers. In addition, it is possible that a computer or software program may malfunction and cause an error in computation. Any failure, inaccuracy or delay in executing the Funds’ transactions could affect its ability to achieve its investment objective. It could also result in decisions to undertake transactions based on inaccurate or incomplete information. This could cause substantial losses on transactions. The Sponsor is not required to reimburse a Fund for any costs associated with an error in the placement or execution of a trade in commodity futures interests or shares of the Underlying Funds. 

 

 

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

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

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

The operations of the Funds, the exchanges, brokers and counterparties with which the Funds do business, and the markets in which the Funds do business could be severely disrupted in the event of a major terrorist attack, natural disaster, data breach or the outbreak, continuation or expansion of war or other hostilities. Global terrorist attacks, anti-terrorism initiatives, cyberattacks and political unrest continue to fuel this concern.

The Trust may, in its discretion, suspend the right to redeem Shares of a Fund or postpone the redemption settlement date: (1) for any period during which an applicable exchange is closed other than customary weekend or holiday closing, or trading is suspended or restricted; (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable; (3) for such other period as the Sponsor determines to be necessary for the protection of Shareholders; (4) if there is a possibility that any or all of the Benchmark Component Futures Contracts of a Fund on the specific exchange where the Fund is traded and from which the NAV of the Fund is calculated will be priced at a daily price limit restriction; or (5) if, in the sole discretion of the Sponsor, the execution of such an order would not be in the best interest of a Fund or its Shareholders. In addition, the Trust will reject a redemption order if the order is not in proper form as described in the agreement with the Authorized Purchaser or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. Any such postponement, suspension or rejection could adversely affect a redeeming Shareholder. For example, the resulting delay may adversely affect the value of the Shareholder’s redemption proceeds if the NAV of a Fund declines during the period of delay. The Trust Agreement provides that the Sponsor and its designees will not be liable for any loss or damage that may result from any such suspension or postponement. A minimum number of baskets and associated Shares are specified for each Fund in its Form S-1 and in Part I, Item 1 of this document. Once that minimum number of Shares outstanding is reached, there can be no further redemptions until there has been a Creation Basket.

The Intraday Indicative Value (“IIV”) and the Benchmark for each Fund are calculated and disseminated by the NYSE Arca under an agreement between the Sponsor and the NYSE Arca.  Additionally information may be calculated and disseminated under similar agreements between the Sponsor and other third party entities.  Although reasonable efforts are taken to ensure the accuracy of the information disseminated under this agreement, there may, from time to time, be recalculations of previously released information.

Third parties may assert that the Sponsor has infringed or otherwise violated their intellectual property rights. Third parties may independently develop business methods, trademarks or proprietary software and other technology similar to that of the Sponsor and claim that the Sponsor has violated their intellectual property rights, including their copyrights, trademark rights, trade names, trade secrets and patent rights. As a result, the Sponsor may have to litigate in the future to determine the validity and scope of other parties’ proprietary rights, or defend itself against claims that it has infringed or otherwise violated other parties’ rights. Any litigation of this type, even if the Sponsor is successful and regardless of the merits, may result in significant costs, may divert resources from the Fund, or may require the Sponsor to change its proprietary software and other technology or enter into royalty or licensing agreements. The Sponsor has a patent on certain business methods and procedures used with respect to the Funds. The Sponsor utilizes certain proprietary software. Any unauthorized use of such proprietary software, business methods and/or procedures could adversely affect the competitive advantage of the Sponsor or the Funds and/or cause the Sponsor to take legal action to protect its rights.

The Sponsor Has Limited Experience and May Have Conflicts of Interest

The Sponsor has limited experience operating commodity pools. The Sponsor currently sponsors five commodity pools, all of which have commenced operations. Prior to June 9, 2010, the Sponsor had never operated a commodity pool.

In managing and directing the day-to-day activities and affairs of these Funds, the Sponsor relies almost entirely on a small number of individuals, including Mr. Sal Gilbertie, Mr. Dale Riker, Mr. Steve Kahler and Ms. Barbara Riker. If Mr. Gilbertie, Mr. Riker, Mr. Kahler or Ms. Riker were to leave or be unable to carry out their present responsibilities, it may have an adverse effect on the management of the Funds. To the extent that the Sponsor establishes additional commodity pools, even greater demands will be placed on these individuals.

 

 

The Sponsor was formed for the purpose of managing the Trust, including all the Funds, and any other series of the Trust that may be formed in the future, and has been provided with capital primarily by its principals and a small number of outside investors. If the Sponsor operates at a loss for an extended period, its capital will be depleted, and it may be unable to obtain additional financing necessary to continue its operations. If the Sponsor were unable to continue to provide services to these Funds, the Funds would be terminated if a replacement sponsor could not be found.

You cannot be assured that the Sponsor will be willing or able to continue to service each Fund for any length of time. The Sponsor was formed for the purpose of sponsoring the Funds and other commodity pools, and has limited financial resources and no significant source of income apart from its management fees from such commodity pools to support its continued service for each Fund. If the Sponsor discontinues its activities on behalf of a Fund, the Fund may be adversely affected. If the Sponsor’s registrations with the CFTC or memberships in the NFA were revoked or suspended, the Sponsor would no longer be able to provide services to the Funds.

The structure and operation of the Funds may involve conflicts of interest. For example, a conflict may arise because the Sponsor and its principals and affiliates may trade for themselves. In addition, the Sponsor has sole current authority to manage the investments and operations, and the interests of the Sponsor may conflict with the Shareholders’ best interests, including the authority of the Sponsor to allocate expenses to and between the Funds.

The Performance of Each Fund May Not Correlate with the Applicable Benchmark

Each Fund has a limited operating history, so there is limited performance history to serve as a basis for you to evaluate an investment in the Fund.

If a Fund is required to sell Treasury Securities or cash equivalents at a price lower than the price at which they were acquired, the Fund will experience a loss. This loss may adversely impact the price of the Shares and may decrease the correlation between the price of the Shares, the Benchmark, and the spot price of the specific commodity interest or the commodity interests of the Underlying Funds in the case of TAGS. The value of Treasury Securities and other debt securities generally moves inversely with movements in interest rates. The prices of longer maturity securities are subject to greater market fluctuations as a result of changes in interest rates. While the short-term nature of a Fund’s investments in Treasury Securities and cash equivalents should minimize the interest rate risk to which the Fund is subject, it is possible that the Treasury Securities and cash equivalents held by the Fund will decline in value.

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

Increases in assets under management may affect trading decisions. While all of the Funds’ assets are currently at manageable levels, the Sponsor does not intend to limit the amount of any Fund’s assets. The more assets the Sponsor manages, the more difficult it may be for it to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance and of managing risk associated with larger positions.

Each Fund seeks to have the changes in its Shares’ NAV in percentage terms track changes in the Benchmark in percentage terms, rather than profit from speculative trading of the specific Commodity Interests, or the commodity interests of the Underlying Funds in the case of TAGS. The Sponsor therefore endeavors to manage each Fund so that the Fund’s assets are, unlike those of many other commodity pools, not leveraged (i.e., so that the aggregate amount of the Fund’s exposure to losses from its investments in specific Commodity Interests at any time will not exceed the value of the Fund’s assets). There is no assurance that the Sponsor will successfully implement this investment strategy. If the Sponsor permits a Fund to become leveraged, you could lose all or substantially all of your investment if the Fund’s trading positions suddenly turns unprofitable. These movements in price may be the result of factors outside of the Sponsor’s control and may not be anticipated by the Sponsor.

The Sponsor cannot predict to what extent the performance of the commodity interest will or will not correlate to the performance of other broader asset classes such as stocks and bonds. If the performance of a specific Fund were to move more directly with the financial markets, an investment in the Fund may provide you little or no diversification benefits. Thus, in a declining market, the Fund may have no gains to offset your losses from other investments, and you may suffer losses on your investment in the Fund at the same time you may incur losses with respect to other asset classes. Variables such as drought, floods, weather, embargoes, tariffs and other political events may have a larger impact on commodity and Commodity Interests prices than on traditional securities and broader financial markets. These additional variables may create additional investment risks that subject a Fund’s investments to greater volatility than investments in traditional securities. Lower correlation should not be confused with negative correlation, where the performance of two asset classes would be opposite of each other. There is no historic evidence that the spot price of a specific commodity, corn, for example, and prices of other financial assets, such as stocks and bonds, are negatively correlated. In the absence of negative correlation, a Fund cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice versa.

Under the Trust Agreement, the Trustee and the Sponsor are not liable, and have the right to be indemnified, for any liability or expense incurred absent gross negligence or willful misconduct on the part of the Trustee or Sponsor, as the case may be. That means the Sponsor may require the assets of a Fund to be sold in order to cover losses or liability suffered by the Sponsor or by the Trustee. Any sale of that kind would reduce the NAV of the Fund and the value of its Shares.

The Shares of a Fund are limited liability investments; Shareholders may not lose more than the amount that they invest plus any profits recognized on their investment. However, Shareholders could be required, as a matter of bankruptcy law, to return to the estate of the Fund any distribution they received at a time when the Fund was in fact insolvent or in violation of its Trust Agreement.

 

 

The price relationship between the near month Commodity Futures Contract to expire and the Benchmark Component Futures Contracts for each Fund, or the Underlying Funds in the case of TAGS, will vary and may impact both a Fund’s total return over time and the degree to which such total return tracks the total return of the specific commodity price indices. In cases in which the near month contract’s price is lower than later-expiring contracts’ prices (a situation known as “contango” in the futures markets), then absent the impact of the overall movement in the commodity specific prices the value of the Benchmark Component Futures Contracts would tend to decline as they approach expiration which could cause the Benchmark Component Futures Contracts, and therefore the Fund’s total return, to track lower. 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 commodity specific prices, the value of the Benchmark Component Futures Contracts would tend to rise as they approach expiration.

While it is expected that the trading prices of the Shares will fluctuate in accordance with the changes in a Fund’s NAV, the prices of Shares may also be influenced by various market factors, including but not limited to, the number of shares of the Fund outstanding and the liquidity of the underlying.  There is no guarantee that the Shares will not trade at appreciable discounts from, and/or premiums to, the Fund’s NAV.  This could cause the changes in the price of the Shares to substantially vary from the changes in the spot price of the underlying commodity, even if a Fund’s NAV was closely tracking movements in the spot price of that commodity.  If this occurs, you may incur a partial or complete loss of your investment. 

Investors, including those who directly participate in the specific commodity market, may choose to use a Fund as a vehicle to hedge against the risk of loss, and there are risks involved in hedging activities. While hedging can provide protection against an adverse movement in market prices, it can also preclude a hedger’s opportunity to benefit from a favorable market movement.

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

The design of each Fund’s Benchmark is such that the Benchmark Component Futures Contracts change throughout the year, and the Fund’s investments must be rolled periodically to reflect the changing composition of the Benchmark. For example, when the second-to-expire Commodity Futures Contract becomes the first-to-expire contract, such contract will no longer be a Benchmark Component Futures Contract and the Fund’s position in it will no longer be consistent with tracking the Benchmark. In the event of a commodity futures market where near-to-expire contracts trade at a higher price than longer-to-expire contracts, a situation referred to as “backwardation,” then absent the impact of the overall movement in the specific commodity prices of the Fund, the value of the Benchmark Component Futures Contracts would tend to rise as they approach expiration. As a result, a Fund may benefit because it would be selling more expensive contracts and buying less expensive ones on an ongoing basis. Conversely, using corn as an example, in the event of a corn futures market where near-to-expire contracts trade at a lower price than longer-to-expire contracts, a situation referred to as “contango,” then absent the impact of the overall movement in corn prices the value of the Benchmark Component Futures Contracts would tend to decline as they approach expiration. As a result the Fund’s total return may be lower than might otherwise be the case because it would be selling less expensive contracts and buying more expensive ones. The impact of backwardation and contango may lead the total return of a Fund to vary significantly from the total return of other price references, such as the spot price of the specific commodity. In the event of a prolonged period of contango, and absent the impact of rising or falling specific commodity prices, this could have a significant negative impact on a Fund’s NAV and total return.

The Sponsor may use spreads and straddles as part of its overall trading strategy to closely follow the Benchmark.  There is a risk that a Fund’s NAV may not closely track the change in its Benchmark. Spreads combine simultaneous long and short positions in related futures contracts that differ by commodity, by market or by delivery month (for example, long April, short November).  Spreads gain or lose value as a result of relative changes in price between the long and short positions.  Spreads often reduce risk to investors because the contracts tend to move up or down together.  However, both legs of the spread could move against an investor simultaneously, in which case the spread would lose value.  Certain types of spreads may face unlimited risk, e.g., because the price of a futures contract underlying a short position can increase by an unlimited amount and the investor would have to take delivery or offset at that price. A commodity straddle takes both long and short option position in the same commodity in the same market and delivery month simultaneously.  The buyer of a straddle profits if either the long or the short leg of the straddle moves further than the combined cost of both options.  The seller of the straddle profits if both the long and short positions do not trade beyond a range equal to the combined premium for selling both options. If the Sponsor were to utilize a spread or straddle position and the position performed differently than expected, the results could impact that Fund’s tracking error.  This could affect the Fund’s investment objective of having its NAV closely track the Benchmark.  Additionally, a loss on the position would negatively impact the Fund’s absolute return.

Position limits and daily price fluctuation limits set by the CFTC and the exchanges have the potential to cause tracking error, which could cause the price of Shares of the Fund to substantially vary from the Benchmark and prevent you from being able to effectively use the Fund as a way to hedge against underlying commodity-related losses or as a way to indirectly invest in the underlying commodity.

The Trust Structure and the Trust Agreement Provide Limited Shareholder Rights

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

As interests in separate series of a Delaware statutory trust, the Shares do not involve the rights normally associated with the ownership of shares of a corporation (including, for example, the right to bring shareholder oppression and derivative actions). In addition, the Shares have limited voting and distribution rights (for example, Shareholders do not have the right to elect directors, as the Trust does not have a board of directors, and generally will not receive regular distributions of the net income and capital gains earned by the Fund). The Funds are also not subject to certain investor protection provisions of the Sarbanes Oxley Act of 2002 and the NYSE Arca governance rules (for example, audit committee requirements).

Each Fund is a series of a Delaware statutory trust and not itself a legal entity separate from the other Funds.  The Delaware Statutory Trust Act provides that if certain provisions are included in the formation and governing documents of a statutory trust organized in series and if separate and distinct records are maintained for any series and the assets associated with that series are held in separate and distinct records and are accounted for in such separate and distinct records separately from the other assets of the statutory trust, or any series thereof, then the debts, liabilities, obligations and expenses incurred by a particular series are enforceable against the assets of such series only, and not against the assets of the statutory trust generally or any other series thereof.  Conversely, none of the debts, liabilities, obligations and expenses incurred with respect to any other series thereof is enforceable against the assets of such series.  The Sponsor is not aware of any court case that has interpreted this inter-series limitation on liability or provided any guidance as to what is required for compliance.  The Sponsor intends to maintain separate and distinct records for each Fund and account for each Fund separately from any other Trust series, but it is possible a court could conclude that the methods used do not satisfy the Delaware Statutory Trust Act, which would potentially expose assets in any Fund to the liabilities of one or more of the Funds and/or any other Trust series created in the future.

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

 

 

Rapidly Changing Regulation May Adversely Affect the Ability of the Funds to Meet Their Investment Objectives

The regulation of futures markets, futures contracts, and futures exchanges has historically been comprehensive. The CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency including, for example, the retroactive implementation of speculative position limits, increased margin requirements, the establishment of daily price limits and the suspension of trading.

The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States. There is a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an investment in the Funds, or the ability of a Fund to continue to implement its investment strategy. In addition, various national governments outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on the Funds is impossible to predict but could be substantial and adverse.

For additional information regarding recent regulatory developments that may impact the Funds or the Trust, refer to the section entitled “Regulatory Considerations” section of this document.

There Is No Assurance that There Will Be a Liquid Market for the Shares of the Funds or the Funds’ Underlying Investments, which May Mean that Shareholders May Not be Able to Sell Their Shares at a Market Price Relatively Close to the NAV

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

A portion of a Fund’s investments could be illiquid, which could cause large losses to investors at any time or from time to time.

A Fund may not always be able to liquidate its positions in its investments at the desired price. As to futures contracts, it may be difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. Limits imposed by futures exchanges or other regulatory organizations, such as accountability levels, position limits and price fluctuation limits, may contribute to a lack of liquidity with respect to some exchange-traded commodity Interests. In addition, over-the-counter contracts may be illiquid because they are contracts between two parties and generally may not be transferred by one party to a third party without the counterparty’s consent. Conversely, a counterparty may give its consent, but the Fund still may not be able to transfer an over-the-counter Commodity Interest to a third party due to concerns regarding the counterparty’s credit risk.

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

On March 12, 2014, the CME announced that, subject to CFTC approval, it would replace its fixed price fluctuation limits with variable price limits. The change was approved and went into effect May 1, 2014. This change amended Appendix A, Chapter 10 (Corn Futures), Section 1012.D (Trading Specifications – Daily Price Limits) to read as follows:

Daily price limits for Corn futures are reset every six months. The first reset date would be the first trading day in May based on the following: Daily settlement prices are collected for the nearest July contract over 45 consecutive trading days before and on the business day prior to April 16th. The average price is calculated based on the collected settlement prices and then multiplied by seven percent. The resulting number rounded to the nearest 5 cents per bushel, or 20 cents per bushel, whichever is higher will be the new initial price limits for Corn futures and will become effective on the first trading day in May and will remain in effect through the last trading day in October.

The second reset date would be the first trading day in November based on the following: Daily settlement prices are collected for the nearest December contract over 45 consecutive trading days before and on the business day prior to October 16th. The average price is calculated based on the collected settlement prices and then multiplied by seven percent. The resulting number, rounded to the nearest 5 cents per bushel, or 20 cents per bushel, whichever is higher, will be the new initial price limits for Corn futures and will become effective on the first trading day in November and will remain in effect through the last trading day in next April.

There shall be no trading in Corn futures at a price more than the initial price limit above or below the previous day’s settlement price. Should two or more Corn futures contract months within the first five listed non-spot contracts (or the remaining contract month in a crop year, which is the September contract) settle at limit, the daily price limits for all contract months shall increase by 50 percent the next business day, rounded up to the nearest 5 cents per bushel. If no Corn futures contract month settles at the expanded limit the next business day, daily price limits for all contract months shall revert back to the initial price limit the following business day. There shall be no price limits on the current month contract on or after the second business day preceding the first day of the delivery month.

A market disruption, such as a foreign government taking political actions that disrupt the market in its currency, its commodity production or exports, or in another major export, can also make it difficult to liquidate a position. Unexpected market illiquidity may cause major losses to investors at any time or from time to time. In addition, no Fund intends at this time to establish a credit facility, which would provide an additional source of liquidity, but instead will rely only on the Treasury Securities, cash and/or cash equivalents that it holds to meet its liquidity needs. The anticipated large value of the positions in a specific Commodity Interest that the Sponsor will acquire or enter into for a Fund increases the risk of illiquidity. Because Commodity Interests may be illiquid, a Fund’s holdings may be more difficult to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated.

 


 

A Fund may invest in Other Commodity Interests. To the extent that these Other Commodity Interests are contracts individually negotiated between their parties, they may not be as liquid as Commodity Futures Contracts and will expose the Fund to credit risk that its counterparty may not be able to satisfy its obligations to the Fund.

 

The changing nature of the participants in the commodity specific market will influence whether futures prices are above or below the expected future spot price. Producers of the specific commodity will typically seek to hedge against falling commodity prices by selling Commodity Futures Contracts. Therefore, if commodity producers become the predominant hedgers in the futures market, prices of Commodity Futures Contracts will typically be below expected future spot prices. Conversely, if the predominant hedgers in the futures market are the purchasers of the commodity, who purchase Commodity Futures Contracts to hedge against a rise in prices, prices of the Commodity Futures Contracts will likely be higher than expected future spot prices. This can have significant implications for a Fund when it is time to sell a Commodity Futures Contract that is no longer a Benchmark Component Futures Contract and purchase a new Commodity Futures Contract or to sell a Commodity Futures Contract to meet redemption requests.A Fund may invest in Other Commodity Interests. To the extent that these Other Commodity Interests are contracts individually negotiated between their parties, they may not be as liquid as Commodity Futures Contracts and will expose the Fund to credit riskthatitscounterparty may not be able to satisfy its obligations to the Fund.


A Fund’s NAV includes, in part, any unrealized profits or losses on open swap agreements, futures or forward contracts. Under normal circumstances, the NAV reflects the quoted exchange settlement price of open futures contracts on the date when the NAV is being calculated. In instances when the quoted settlement price of a futures contract traded on an exchange may not be reflective of fair value based on market condition, generally due to the operation of daily limits or other rules of the exchange or otherwise, the NAV may not reflect the fair value of open future contracts on such date. 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.

In the event that one or more Authorized Purchasers that are actively involved in purchasing and selling Shares cease to be so involved, the liquidity of the Shares will likely decrease, which could adversely affect the market price of the Shares and result in your incurring a loss on your investment.  In addition, a decision by a market maker or lead market maker to cease activities for the Fund could adversely affect liquidity, the spread between the bid and ask quotes, and potentially the price of the Shares.  The Sponsor can make no guarantees that participation by Authorized Purchasers or market makers will continue.

If a minimum number of Shares is outstanding for a Fund, market makers may be less willing to purchase Shares of that Fund in the secondary market which may limit your ability to sell Shares. There are a minimum number of baskets and associated Shares specified for each Fund. Once the minimum number of baskets is reached, there can be no more redemptions by an Authorized Purchaser of that Fund until there has been a Creation Basket. In such case, market makers may be less willing to purchase Shares of that Fund from investors in the secondary market, which may in turn limit the ability of Shareholders of that Fund to sell their Shares in the secondary market.

Trading in Shares of a Fund may be halted due to market conditions or, in light of NYSE Arca rules and procedures, for reasons that, in the view of the NYSE Arca, make trading in Shares inadvisable.  In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that require trading to be halted for a specified period based on a specified market decline.  There can be no assurance that the requirements necessary to maintain the listing of the Shares will continue to be met or will remain unchanged.  A Fund will be terminated if its Shares are delisted.

There is Credit Risk Associated with the Operation of the Funds, Service Providers and Counter-Parties Which May Cause an Investment Loss

For all of the Funds except for TAGS, the majority of each Fund’s assets are held in short-term Treasury Securities, cash and/or cash equivalents with the Custodian, although the Sponsor may choose to place any cash on deposit with an alternate financial institution unrelated to the Custodian (“Financial Institution”). Any cash or cash equivalents invested by a Fund will be rated in the highest short-term rating category by a nationally recognized statistical rating organization or will be deemed by the Sponsor to be of comparable quality. 

The insolvency of the Custodian or any Financial Institution in which funds are deposited could result in a complete loss of a Fund’s assets held by the Custodian or the Financial Institution, which, at any given time, would likely comprise a substantial portion of a Fund’s total assets. Assets deposited with the Custodian or a Financial Institution may, at times, exceed federally insured limits. For TAGS, the vast majority of the Fund’s assets are held in Shares of the Underlying Funds. The failure or insolvency of the Custodian or the Financial Institution could impact the ability to access in a timely manner TAGS’ assets held by the Custodian.

Under CFTC regulations, a clearing broker with respect to a Fund’s exchange-traded Commodity Interests must maintain customers’ assets in a bulk segregated account. If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of a substantial loss of their funds in the event of that clearing broker’s bankruptcy. In that event, the clearing broker’s customers, such as a Fund, are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that clearing broker’s customers. A Fund also may be subject to the risk of the failure of, or delay in performance by, any exchanges and markets and their clearing organizations, if any, on which Commodity Interests are traded. From time to time, the clearing brokers may be subject to legal or regulatory proceedings in the ordinary course of their business. A clearing broker’s involvement in costly or time-consuming legal proceedings may divert financial resources or personnel away from the clearing broker’s trading operations, which could impair the clearing broker’s ability to successfully execute and clear a Fund’s trades. For additional information regarding recent regulatory developments that may impact the Funds or the Trust, refer to the section entitled “Regulatory Considerations” section of this document.

Commodity pools’ trading positions in futures contracts or other commodity interests are typically required to be secured by the deposit of margin funds that represent only a small percentage of a futures contract’s (or other commodity interest’s) entire market value. This feature permits commodity pools to “leverage” their assets by purchasing or selling futures contracts (or other commodity interests) with an aggregate notional amount in excess of the commodity pool’s assets. While this leverage can increase a pool’s profits, relatively small adverse movements in the price of a pool’s commodity interests can cause significant losses to the pool. While the Sponsor does not intend to leverage the Funds’ assets, it is not prohibited from doing so under the Trust Agreement. If the Sponsor were to cause or permit a Fund to become leveraged, you could lose all or substantially all of your investment if the Fund’s trading positions suddenly turns unprofitable.

An “exchange for related position” (“EFRP”) can be used by the Fund as a technique to facilitate the exchanging of a futures hedge position against a creation or redemption order, and thus the Fund may use an EFRP transaction in connection with the creation and redemption of shares. The market specialist/market maker that is the ultimate purchaser or seller of shares in connection with the creation or redemption basket, respectively, agrees to sell or purchase a corresponding offsetting futures position which is then settled on the same business day as a cleared futures transaction by the FCMs.  The Fund will become subject to the credit risk of the market specialist/market maker until the EFRP is settled or terminated.  The Fund reports all activity related to EFRP transactions under the procedures and guidelines of the CFTC and the exchanges on which the futures are traded.

 

 

A portion of the Fund’s assets may be used to trade over-the-counter Commodity Interests, such as forward contracts or swaps. Currently, over-the-counter contracts are typically traded on a principal-to-principal non-cleared basis through dealer markets that are dominated by major money center and investment banks and other institutions and that prior to the passage of the Dodd-Frank Act had been essentially unregulated by the CFTC, although this is an area of pending, substantial regulatory change. The markets for over-the-counter contracts will continue to rely upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC on participants in the futures markets. To date, the forward markets have been largely unregulated, forward contracts have been executed bi-laterally and, in general historically, forward contracts have not been cleared or guaranteed by a third party. On November 16, 2012, the Secretary of the Treasury issued a final determination that exempts both foreign exchange swaps and foreign exchange forwards from the definition of “swap” and, by extension, additional regulatory requirements (such as clearing and margin). The final determination does not extend to other FX derivatives, such as FX options, certain currency swaps, and non-deliverable forwards. While the Dodd-Frank Act and certain regulations adopted thereunder are intended to provide additional protections to participants in the over-the-counter market, the lack of regulation in these markets could expose the Fund in certain circumstances to significant losses in the event of trading abuses or financial failure by participants. While increased regulation of over-the-counter Commodity Interests is likely to result from changes that are required to be effectuated by the Dodd-Frank Act, there is no guarantee that such increased regulation will be effective to reduce these risks. 

Each Fund faces the risk of non-performance by the counterparties to the over-the-counter contracts. Unlike in futures contracts, the counterparty to these contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, there will be greater counterparty credit risk in these transactions. A counterparty may not be able to meet its obligations to a Fund, in which case the Fund could suffer significant losses on these contracts. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, a Fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. During any such period, the Fund may have difficulty in determining the value of its contracts with the counterparty, which in turn could result in the overstatement or understatement of the Fund’s NAV. The Fund may eventually obtain only limited recovery or no recovery in such circumstances.

Over-the-counter contracts may have terms that make them less marketable than Futures Contracts. Over-the-counter contracts are less marketable because they are not traded on an exchange, do not have uniform terms and conditions, and are entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, they are not transferable without the consent of the counterparty. These conditions make such contracts less liquid than standardized futures contracts traded on a commodities exchange and diminish the ability to realize the full value of such contracts. In addition, even if collateral is used to reduce counterparty credit risk, sudden changes in the value of over-the-counter transactions may leave a party open to financial risk due to a counterparty default since the collateral held may not cover a party’s exposure on the transaction in such situations. In general, valuing OTC derivatives is less certain than valuing actively traded financial instruments such as exchange traded futures contracts and securities because the price and terms on which such OTC derivatives are entered into or can be terminated are individually negotiated, and those prices and terms may not reflect the best price or terms available from other sources. In addition, while market makers and dealers generally quote indicative prices or terms for entering into or terminating OTC contracts, they typically are not contractually obligated to do so, particularly if they are not a party to the transaction. As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction.

There are Risks Associated with Trading in International Markets

A significant portion of the Futures Contracts entered into by the Funds is traded on United States exchanges.  However, a portion of the Funds’ trades may take place on markets or exchanges outside the United States.  Some non-U.S. markets present risks because they are not subject to the same degree of regulation as their U.S. counterparts.  None of the CFTC, NFA, or any domestic exchange regulates activities of any foreign boards of trade or exchanges, including the execution, delivery and clearing of transactions, nor has the power to compel enforcement of the rules of a foreign board of trade or exchange or of any applicable non-U.S. laws.  Similarly, the rights of market participants, such as the Funds, in the event of the insolvency or bankruptcy of a non-U.S. market or broker are also likely to be more limited than in the case of U.S. markets or brokers.  As a result, in these markets, the Funds have less legal and regulatory protection than it does when they trade domestically. Currently the Funds do not place trades on any markets or exchanges outside of the United States and do not anticipate doing so in the foreseeable future. In some of these non-U.S. markets, the performance on a futures contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation and therefore exposes the Funds to credit risk.  Additionally, trading on non-U.S. exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability.  An adverse development with respect to any of these variables could reduce the profit or increase the loss earned on trades in the affected international markets.

The price of any non-U.S. Commodity Interest and, therefore, the potential profit and loss on such investment, may be affected by any variance in the foreign exchange rate between the time the order is placed and the time it is liquidated, offset or exercised. As a result, changes in the value of the local currency relative to the U.S. dollar may cause losses to a Fund even if the contract is profitable. The Funds invest primarily in Commodity Interests that are traded or sold in the United States. However, a portion of the trades for a Fund may take place in markets and on exchanges outside the United States. Some non-U.S. markets present risks because they are not subject to the same degree of regulation as their U.S. counterparts. In some of these non-U.S. markets, the performance on a contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation and therefore exposes a Fund to credit risk. Trading in non-U.S. markets also leaves a Fund susceptible to fluctuations in the value of the local currency against the U.S. dollar.

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

The Funds are Treated as Partnerships for Tax Purposes which Means that There May be a Lack of Certainty as to Tax Treatment for an Investor’s Gains and Losses

Cash or property will be distributed at the sole discretion of the Sponsor, and the Sponsor currently does not intend to make cash or other distributions with respect to Shares. You will be required to pay U.S. federal income tax and, in some cases, state, local, or foreign income tax, on your allocable share of a Fund’s taxable income, without regard to whether you receive distributions or the amount of any distributions. Therefore, the tax liability resulting from your ownership of Shares may exceed the amount of cash or value of property (if any) distributed.

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

The Funds are treated as partnerships for United States federal income tax purposes. The U.S. tax rules pertaining to entities taxed as partnerships are complex and their application to publicly traded partnerships such as the Funds are in many respects uncertain. The Funds apply certain assumptions and conventions in an attempt to comply with the intent of the applicable rules and to report taxable income, gains, deductions, losses and credits in a manner that properly reflects Shareholders’ economic gains and losses. These assumptions and conventions may not fully comply with all aspects of the Internal Revenue Code (the “Code”) and applicable Treasury Regulations, however, and it is possible that the U.S. Internal Revenue Service (the “IRS”) will successfully challenge our allocation methods and require us to reallocate items of income, gain, deduction, loss or credit in a manner that adversely affects you. If this occurs, you may be required to file an amended tax return and to pay additional taxes plus deficiency interest.

 

 

The Trust has received an opinion of counsel that, under current U.S. federal income tax laws, the Funds will be treated as partnerships that are not taxable as corporations for U.S. federal income tax purposes, provided that (i) at least 90 percent of each Fund’s annual gross income consists of “qualifying income” as defined in the Code, (ii) the Funds are organized and operated in accordance with its governing agreements and applicable law, and (iii) the Funds do not elect to be taxed as corporations for federal income tax purposes. Although the Sponsor anticipates that the Funds have satisfied and will continue to satisfy the “qualifying income” requirement for all of its taxable years, that result cannot be assured. The Funds have not requested and will not request any ruling from the IRS with respect to its classification as partnerships not taxable as corporations for federal income tax purposes. If the IRS were to successfully assert that the Funds are taxable as corporations for federal income tax purposes in any taxable year, rather than passing through its income, gains, losses and deductions proportionately to Shareholders, each Fund would be subject to tax on its net income for the year at corporate tax rates. In addition, although the Sponsor does not currently intend to make distributions with respect to Shares, any distributions would be taxable to Shareholders as dividend income. Taxation of the Funds as corporations could materially reduce the after-tax return on an investment in Shares and could substantially reduce the value of your Shares.

Risks Specific to the Teucrium Corn Fund

Investors may choose to use the Fund as a means of investing indirectly in corn, and there are risks involved in such investments. The risks and hazards that are inherent in corn production may cause the price of corn to fluctuate widely. Price movements for corn are influenced by, among other things: weather conditions, crop failure, production decisions, governmental policies, changing demand, the corn harvest cycle, and various economic and monetary events. Corn production is also subject to U.S. federal, state and local regulations that materially affect operations.

The price movements for corn are influenced by, among other things, weather conditions, crop disease, transportation difficulties, various planting, growing and harvesting problems, governmental policies, changing demand, and seasonal fluctuations in supply. More generally, commodity prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market participants. Because the Fund invests primarily in interests in a single commodity, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity pool.

The Fund is subject to the risks and hazards of the corn market because it invests in Corn Interests. The risks and hazards that are inherent in the corn market may cause the price of corn to fluctuate widely. If the changes in percentage terms of the Fund’s Shares accurately track the percentage changes in the Benchmark or the spot price of corn, then the price of its Shares will fluctuate accordingly.

The price and availability of corn is influenced by economic and industry conditions, including but not limited to supply and demand factors such as: crop disease and infestation (including, but not limited to, Leaf Blight, Ear Rot and Root Rot); transportation difficulties; various planting, growing, or harvesting problems; and severe weather conditions (particularly during the spring planting season and the fall harvest) such as drought, floods, or frost that are difficult to anticipate and which cannot be controlled. Demand for corn in the United States to produce ethanol has also been a significant factor affecting the price of corn. In turn, demand for ethanol has tended to increase when the price of gasoline has increased, and has been significantly affected by United States governmental policies designed to encourage the production of ethanol. Recent changes in government policy have the potential to reduce the demand for ethanol over the next several years. Additionally, demand for corn is affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends. Finally, because corn is often used as an ingredient in livestock feed, demand for corn is subject to risks associated with the outbreak of livestock disease.

Corn production is subject to United States federal, state, and local policies and regulations that materially affect operations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, the availability and competitiveness of feedstocks as raw materials, and industry profitability. Additionally, corn production is affected by laws and regulations relating to, but not limited to, the sourcing, transporting, storing, and processing of agricultural raw materials as well as the transporting, storing and distributing of related agricultural products. U.S. corn producers also must comply with various environmental laws and regulations, such as those regulating the use of certain pesticides, and local laws that regulate the production of genetically modified crops. In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.

Seasonal fluctuations in the price of corn may cause risk to an investor because of the possibility that Share prices will be depressed because of the corn harvest cycle. In the United States, the corn market is normally at its weakest point, and corn prices are lowest, shortly before and during the harvest (between September and November), due to the high supply of corn in the market. Conversely, corn prices are generally highest during the winter and spring (between December and May), when farmer-owned corn has largely been sold and used. Seasonal corn market peaks generally occur around February or March. These normal market conditions are, however, often influenced by weather patterns, and domestic and global economic conditions, among others factors, and any specific year may not necessarily follow the traditional seasonal fluctuations described above. In the futures market, these seasonal fluctuations are typically reflected in contracts expiring in the relevant season (e.g., contracts expiring during the harvest season are typically priced lower than contracts expiring in the winter and spring). Thus, seasonal fluctuations could result in an investor incurring losses upon the sale of Fund Shares, particularly if the investor needs to sell Shares when the Benchmark Component Futures Contracts are, in whole or part, Corn Futures Contracts expiring in the fall.

The CFTC and U.S. designated contract markets such as the CBOT have established position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by the Fund is not) may hold, own or control. For example, the current position limit for investments at any one time in Corn Futures Contracts are 600 spot month contracts, 33,000 contracts expiring in any other single month, and 33,000 total for all months However, under rules proposed by the CFTC, Corn Futures Contracts, and over-the-counter corn contracts will be subject to a single position limit. These position limits are fixed ceilings that the Fund would not be able to exceed without specific CFTC authorization.

All of these limits may potentially cause a tracking error between the price of the Shares and the Benchmark. This may in turn prevent you from being able to effectively use the Fund as a way to hedge against corn-related losses or as a way to indirectly invest in corn.

 

 

The Fund does not intend to limit the size of the offering and will attempt to expose substantially all of its proceeds to the corn market utilizing Corn Interests. If the Fund encounters position limits, accountability levels, or price fluctuation limits for Corn Futures Contracts on the CBOT, it may then, if permitted under applicable regulatory requirements, purchase Other Corn Interests and/or Corn Futures Contracts listed on foreign exchanges. However, the Corn Futures Contracts available on such foreign exchanges may have different underlying sizes, deliveries, and prices. In addition, the Corn Futures Contracts available on these exchanges may be subject to their own position limits and accountability levels. In any case, notwithstanding the potential availability of these instruments in certain circumstances, position limits could force the Fund to limit the number of Creation Baskets that it sells.

Risks Specific to the Teucrium Soybean Fund

Investors may choose to use the Fund as a means of investing indirectly in soybeans, and there are risks involved in such investments.  The risks and hazards that are inherent in soybean production may cause the price of soybean to fluctuate widely.  Global price movements for soybean are influenced by, among other things: weather conditions, crop failure, production decisions, governmental policies, changing demand, the soybean harvest cycle, and various economic and monetary events.  Soybean production is also subject to domestic and foreign regulations that materially affect operations.

As discussed in more detail above, price movements for soybeans are influenced by, among other things, weather conditions, crop disease, transportation difficulties, various planting, growing and harvesting problems, governmental policies, changing demand, and seasonal fluctuations in supply.  More generally, commodity prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market participants.  Because the Fund invests primarily in interests in a single commodity, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity pool.

The Fund is subject to the risks and hazards of the soybean market because it invests in Soybean Interests.  The risks and hazards that are inherent in the soybean market may cause the price of soybeans to fluctuate widely.  If the changes in percentage terms of the Fund’s Shares accurately track the percentage changes in the Benchmark or the spot price of soybeans, then the price of its Shares will fluctuate accordingly.

The price and availability of soybeans is influenced by economic and industry conditions, including but not limited to supply and demand factors such as: crop disease; weed control; water availability; various planting, growing, or harvesting problems; severe weather conditions such as drought, floods, heavy rains, frost, or natural disasters that are difficult to anticipate and which cannot be controlled; uncontrolled fires, including arson; challenges in doing business with foreign companies; legal and regulatory restrictions; transportation costs; interruptions in energy supply; currency exchange rate fluctuations; and political and economic instability.  Additionally, demand for soybeans is affected by changes in international, national, regional and local economic conditions, and demographic trends.  The increased production of soybean crops in South America and the rising demand for soybeans in emerging nations such as China and India have increased competition in the soybean market.

The supply of soybeans could be reduced by the spread of soybean rust.  Soybean rust is a wind-borne fungal disease that attacks soybeans.  Although soybean rust can be killed with chemicals, chemical treatment increases production costs for farmers.

Soybean production is subject to United States and foreign policies and regulations that materially affect operations.  Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, and industry profitability.  Additionally, soybean production is affected by laws and regulations relating to, but not limited to, the sourcing, transporting, storing and processing of agricultural raw materials as well as the transporting, storing and distributing of related agricultural products.  Soybean producers also may need to comply with various environmental laws and regulations, such as those regulating the use of certain pesticides.  In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.

Because processing soybean oil can create trans-fats, the demand for soybean oil may decrease due to heightened governmental regulation of trans-fats or trans-fatty acids.  The U.S. Food and Drug Administration currently requires food manufacturers to disclose levels of trans-fats contained in their products, and various local governments have enacted or are considering restrictions on the use of trans-fats in restaurants.  Several food processors have either switched or indicated an intention to switch to oil products with lower levels of trans-fats or trans-fatty acids.

In recent years, there has been increased global interest in the production of biofuels as alternatives to traditional fossil fuels and as a means of promoting energy independence.  Soybeans can be converted into biofuels such as biodiesel.  Accordingly, the soybean market has become increasingly affected by demand for biofuels and related legislation.

The costs related to soybean production could increase and soybean supply could decrease as a result of restrictions on the use of genetically modified soybeans, including requirements to segregate genetically modified soybeans and the products generated from them from other soybean products.

Seasonal fluctuations in the price of soybeans may cause risk to an investor because of the possibility that Share prices will be depressed because of the soybean harvest cycle.  In the futures market, fluctuations are typically reflected in contracts expiring in the harvest season (i.e., contracts expiring during the fall are typically priced lower than contracts expiring in the winter and spring).  Thus, seasonal fluctuations could result in an investor incurring losses upon the sale of Fund Shares, particularly if the investor needs to sell Shares when the Benchmark Component Futures Contracts are, in whole or part, Soybean Futures Contracts expiring in the fall.

The CFTC and U.S. designated contract markets have established position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by the Fund is not) may hold, own or control.  For example, the current position limit for investments at any one time in the Soybean Futures Contracts are 600 spot month contracts, 15,000 contracts expiring in any other single month, and 15,000 total for all months.   However, under rules proposed by the CFTC, Soybean Futures Contracts and over-the-counter soybean contracts will be subject to a single position limit. These position limits are fixed ceilings that the Fund would not be able to exceed without specific CFTC authorization.

 


 

All of these limits may potentially cause a tracking error between the price of the Shares and the Benchmark.  This may in turn prevent you from being able to effectively use the Fund as a way to hedge against soybean-related losses or as a way to indirectly invest in soybeans.

 

 If the Fund encounters position limits or price fluctuation limits for Soybean Futures Contracts on the CBOT, it may then, if permitted under applicable regulatory requirements, purchase Other Soybean Interests and/or Soybean Futures Contracts listed on foreign exchanges.  However, the Soybean Futures Contracts available on such foreign exchanges may have different underlying sizes, deliveries, and prices.  In addition, the Soybean Futures Contracts available on these exchanges may be subject to their own position limits or similar restrictions.  In any case, notwithstanding the potential availability of these instruments in certain circumstances, position limits could force the Fund to limit the number of Creation Baskets that it sells.

Risks Specific to the Teucrium Sugar Fund

Investors may choose to use the Fund as a means of investing indirectly in sugar, and there are risks involved in such investments.  The risks and hazards that are inherent in sugar production may cause the price of sugar to fluctuate widely.  Global price movements for sugar are influenced by, among other things: weather conditions, crop failure, production decisions, governmental policies, changing demand, the sugar harvest cycle, and various economic and monetary events.  Sugar production is also subject to domestic and foreign regulations that materially affect operations.

As discussed in more detail above, price movements for sugar are influenced by, among other things, weather conditions, crop disease, transportation difficulties, various planting, growing and harvesting problems, governmental policies, changing demand, and seasonal fluctuations in supply.  More generally, commodity prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market participants.  Because the Fund invests primarily in interests in a single commodity, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity pool.

The Fund is subject to the risks and hazards of the world sugar market because it invests in Sugar Interests.  The two primary sources for the production of sugar are sugarcane and sugar beets, both of which are grown in various countries around the world.  The risks and hazards that are inherent in the world sugar market may cause the price of sugar to fluctuate widely.  If the changes in percentage terms of the Fund’s Shares accurately track the percentage changes in the Benchmark or the spot price of sugar, then the price of its Shares will fluctuate accordingly.

The global price and availability of sugar is influenced by economic and industry conditions, including but not limited to supply and demand factors such as: crop disease; weed control; water availability; various planting, growing, or harvesting problems; severe weather conditions such as drought, floods, or frost that are difficult to anticipate and which cannot be controlled; uncontrolled fires, including arson; challenges in doing business with foreign companies; legal and regulatory restrictions; fluctuation of shipping rates; currency exchange rate fluctuations; and political and economic instability.  Global demand for sugar to produce ethanol has also been a significant factor affecting the price of sugar.  Additionally, demand for sugar is affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends.  The spread of consumerism and the rising affluence of emerging nations such as China and India have created demand for sugar.  An influx of people in developing countries moving from rural to urban areas may create more disposable income to be spent on sugar products, and might also reduce sugar production in rural areas on account of worker shortages, all of which would result in upward pressure on sugar prices.  On the other hand, public health concerns regarding obesity, heart disease and diabetes, particularly in developed countries, may reduce demand for sugar.  In light of the time it takes to grow sugarcane and sugar beets and the cost of new facilities for processing these crops, it may not be possible to increase supply quickly or in a cost-effective manner in response to an increase in demand for sugar.

Sugar production is subject to United States and foreign policies and regulations that materially affect operations.  Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, and industry profitability.  Many foreign countries subsidize sugar production, resulting in lower prices, but this has led other countries, including the United States, to impose tariffs and import restrictions on sugar imports.  Sugar producers also may need to comply with various environmental laws and regulations, such as those regulating the use of certain pesticides.

Seasonal fluctuations in the price of sugar may cause risk to an investor because of the possibility that Share prices will be depressed because of the sugar harvest cycle.  In the futures market, contracts expiring during the harvest season are typically priced lower than contracts expiring in the winter and spring.  While the sugar harvest seasons varies from country to country, prices of Sugar Futures Contracts tend to be lowest in the late spring and early summer, reflecting the harvest season in Brazil, the world’s leading producer of sugarcane.  Thus, seasonal fluctuations could result in an investor incurring losses upon the sale of Fund Shares, particularly if the investor needs to sell Shares when the Benchmark Component Futures Contracts are, in whole or part, Sugar Futures Contracts expiring in the late spring or early summer.

U.S. designated contract markets such as the ICE Futures and the NYMEX have established position limits and accountability levels on the maximum net long or net short Sugar Futures Contracts that any person or group of persons under common trading control may hold, own or control.  The CFTC has not currently set position limits for Sugar Futures Contracts, and the ICE Futures and the NYMEX have established position limits only on spot month Sugar No. 11 Futures Contracts. For example, the ICE Futures’ position limit for Sugar No. 11 Futures Contracts is 5,000 spot month contracts, whereas the NYMEX Sugar No. 11 Futures limit is 1,000 contracts, generally applicable only during the last month before expiration and limits on 9,000 contracts for a single month or cumulative amount. All Sugar Futures Contracts held under the control of the Sponsor, including those held by any future series of the Trust, will be aggregated in determining the application of these position limits. However, because spot month contracts are not Benchmark Component Futures Contracts and the Fund’s roll strategy calls for the sale of all spot month Sugar No.11 Futures Contracts prior to the time the position limits would become applicable, it is unlikely that position limits on Sugar Futures Contracts will come into play.

NYMEX has designated position limits on NYMEX No. 11 Sugar futures of 1,000 contracts for Expiration Month.  In addition, accountability levels of 9,000 contracts for any one month and a maximum of 9,000 contracts for all combined months have been established.

 

 

In contrast to position limits, accountability levels are not fixed ceilings, but rather thresholds above which an exchange may exercise greater scrutiny and control over an investor, including by imposing position limits on the investor.  For example, the current ICE Futures-established accountability level for investments in Sugar No. 11 Futures Contracts for any one month is 10,000, and the accountability level for all combined months is 15,000.  (The current accountability level for Sugar No. 11 Futures Contracts traded on the NYMEX is 9,000 for any one month, and 9,000 for all combined months, and ICE Futures has established no accountability level with regard to Sugar No. 16 Futures Contracts.  However, ICE Futures has established position limits for Sugar No. 16 Futures Contracts of 1,000 for any one month, and 1,000 for all combined months.)   However, under rules proposed by the CFTC, Sugar Futures Contracts and over-the-counter sugar contracts will be subject to a single position limit.  Even though accountability levels are not fixed ceilings, the Fund does not intend to invest in Sugar Futures Contracts in excess of any applicable accountability levels. 

All of these limits may potentially cause a tracking error between the price of the Shares and the Benchmark.  This may in turn prevent you from being able to effectively use the Fund as a way to hedge against sugar-related losses or as a way to indirectly invest in sugar.

If the Fund encounters accountability levels, position limits, or price fluctuation limits for Sugar Futures Contracts on ICE Futures, it may then, if permitted under applicable regulatory requirements, purchase Other Sugar Interests and/or Sugar Futures Contracts listed on the NYMEX or foreign exchanges.  However, the Sugar Futures Contracts available on such foreign exchanges may have different underlying sizes, deliveries, and prices.  In addition, the Sugar Futures Contracts available on these exchanges may be subject to their own position limits and accountability levels.  In any case, notwithstanding the potential availability of these instruments in certain circumstances, position limits could force the Fund to limit the number of Creation Baskets that it sells.

Risks Specific to the Teucrium Wheat Fund

Investors may choose to use the Fund as a means of investing indirectly in wheat, and there are risks involved in such investments.  The risks and hazards that are inherent in wheat production may cause the price of wheat to fluctuate widely.  Price movements for wheat are influenced by, among other things: weather conditions, crop failure, production decisions, governmental policies, changing demand, the wheat harvest cycle, and various economic and monetary events.  Wheat production is also subject to U.S. federal, state and local regulations that materially affect operations.

As discussed in more detail above, price movements for wheat are influenced by, among other things, weather conditions, crop disease, transportation difficulties, various planting, growing and harvesting problems, governmental policies, changing demand, and seasonal fluctuations in supply.  More generally, commodity prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market participants.  Because the Fund invests primarily in interests in a single commodity, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity pool.

The Fund is subject to the risks and hazards of the wheat market because it invests in Wheat Interests.  The risks and hazards that are inherent in the wheat market may cause the price of wheat to fluctuate widely.  If the changes in percentage terms of the Fund’s Shares accurately track the percentage changes in the Benchmark or the spot price of wheat, then the price of its Shares will fluctuate accordingly.

The price and availability of wheat is influenced by economic and industry conditions, including but not limited to supply and demand factors such as: crop disease; weed control; water availability; various planting, growing, or harvesting problems; severe weather conditions such as drought, floods, or frost that are difficult to anticipate and which cannot be controlled.  Demand for food products made from wheat flour is affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends.  More specifically, demand for such food products in the United States is relatively unaffected by changes in wheat prices or disposable income, but is closely tied to tastes and preferences.  For example, in recent years the increase in the popularity of low-carbohydrate diets caused the consumption of wheat flour to decrease rapidly before rebounding somewhat after 2005.  Export demand for wheat fluctuates yearly, based largely on crop yields in the importing countries.

Wheat production is subject to United States federal, state and local policies and regulations that materially affect operations.  Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, the availability and competitiveness of feedstocks as raw materials, and industry profitability.  Additionally, wheat production is affected by laws and regulations relating to, but not limited to, the sourcing, transporting, storing and processing of agricultural raw materials as well as the transporting, storing and distributing of related agricultural products.  U.S. wheat producers also must comply with various environmental laws and regulations, such as those regulating the use of certain pesticides, and local laws that regulate the production of genetically modified crops.  In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.

Seasonal fluctuations in the price of wheat may cause risk to an investor because of the possibility that Share prices will be depressed because of the wheat harvest cycle.  In the United States, the market for winter wheat, the type of wheat upon which CBOT Wheat Futures Contracts are based, is at its lowest point, and wheat prices are lowest, shortly before and during the harvest (in the spring or early summer), due to the high supply of wheat in the market.  Conversely, winter wheat prices are generally highest in the fall or early winter, when the wheat harvested that year has largely been sold and used.  In the futures market, these seasonal fluctuations are typically reflected in contracts expiring in the relevant season (e.g., contracts expiring during the harvest season are typically priced lower than contracts expiring in the fall and early winter).  Thus, seasonal fluctuations could result in an investor incurring losses upon the sale of Fund Shares, particularly if the investor needs to sell Shares when the Benchmark Component Futures Contracts are, in whole or part, Wheat Futures Contracts expiring in the spring.

Position limits and daily price fluctuation limits set by the CFTC and the exchanges have the potential to cause tracking error, which could cause the price of Shares to substantially vary from the Benchmark and prevent you from being able to effectively use the Fund as a way to hedge against wheat-related losses or as a way to indirectly invest in wheat.

 

 

The CFTC and U.S. designated contract markets such as the CBOT have established position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by the Fund is not) may hold, own or control.  For example, the current position limit for investments at any one time in CBOT Wheat Futures Contracts are 600 spot month contracts, 12,000 contracts expiring in any other single month and 12,000 contracts total for all months. However, under rules proposed by the CFTC, Wheat Futures Contracts and over-the-counter wheat contracts will be subject to a single position limit. These position limits are fixed ceilings that the Fund would not be able to exceed without specific CFTC authorization.

If the Fund encounters position limits, accountability levels, or price fluctuation limits for Wheat Futures Contracts on the CBOT, it may then, if permitted under applicable regulatory requirements, purchase Other Wheat Interests and/or Wheat Futures Contracts listed on foreign exchanges.  However, the Wheat Futures Contracts available on such foreign exchanges may have different underlying sizes, deliveries, and prices.  In addition, the Wheat Futures Contracts available on these exchanges may be subject to their own position limits and accountability levels.  In any case, notwithstanding the potential availability of these instruments in certain circumstances, position limits could force the Fund to limit the number of Creation Baskets that it sells.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)

 None.

 

(b)

On July 31, 2010, for all Funds listed below except the Teucrium Agricultural Fund for which the contribution was made on April 1, 2011, 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 Soybean Fund, another series of the Trust, in exchange for four shares of such fund;

 

 

2.

a $100 capital contribution to the Teucrium Sugar Fund, another series of the Trust, in exchange for four shares of such fund; and

 

 

3.

a $100 capital contribution to the Teucrium Wheat Fund, another series of the Trust, in exchange for four shares of such fund.

 

 

4.

a $100 capital contribution to the Teucrium Agricultural Fund, another series of the Trust, in exchange for two shares of such fund.

 

 

The original 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. A second registration statement on Form S-1 (File No. 333-187463) which replaced the original registration statement was declared effective on April 30, 2013. From June 9, 2010 (the commencement of operations) through September 30, 2015, 11,475,000 Shares of the Fund were sold at an aggregate offering price of $398,869,780. The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund through September 30, 2015 in an amount equal to $621,869, resulting in net offering proceeds of $398,247,911. 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 original 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. A second registration statement on Form S-1 (File No. 333-196210) which replaced the original registration statement was declared effective on June 30, 2014. From September 19, 2011 (the commencement of the offering) through September 30, 2015, 1,475,000 Shares of the Fund were sold at an aggregate offering price of $34,434,051.  The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund through September 30, 2015 in an amount equal to $45,271, resulting in net offering proceeds of $34,388,780.  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 original 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. A second registration statement on Form S-1 (File No. 333-196211) which replaced the original registration statement was declared effective on June 30, 2014. From September 19, 2011 (the commencement of the offering) through September 30, 2015, 700,000 Shares of the Fund were sold at an aggregate offering price of $11,954,856.  The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund through September 30, 2015 in an amount equal to $14,981, resulting in net offering proceeds of $11,939,875.   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 original 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. A second registration statement on Form S-1 (File No. 333-196209) which replaced the original registration statement was declared effective on June 30, 2014. From September 19, 2011 (the commencement of the offering) through September 30, 2015, 4,850,000 Shares of the Fund were sold at an aggregate offering price of $67,017,196.  The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund through September 30, 2015 in an amount equal to $71,322, resulting in net offering proceeds of $66,945,874.   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.

   


  

 

 

The registration statement on Form S-1 registering 5,000,000 common units, or “Shares,” of Teucrium Agricultural Fund (File No. 333-173691) was declared effective on February 10, 2012. A second registration statement on Form S-1 (File No. 333-201953) which replaced the original registration statement was declared effective on April 30, 2015. From March 28, 2012 (the commencement of the offering) through September 30, 2015, 350,000 Shares of the Fund were sold at an aggregate offering price of $17,706,578. The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund through September 30, 2015 in an amount equal to $6,200, resulting in net offering proceeds of $17,700,378. The offering proceeds were invested in Shares of the Underlying Funds 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 the three months ended September 30, 2015:

Issuer Purchases of CORN Shares:

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
August Yet Be Purchased
Under the Plans or
Programs

July 1 to July 31, 2015

 

 

75,000

 

 

$

26.18

 

 

N/A

 

 

N/A

 

August 1 to August 31, 2015

 

 

225,000

 

 

$

23.08

 

 

N/A

 

 

N/A

 

September 1 to September 30, 2015

 

 

200,000

 

 

$

23.32

 

 

N/A

 

 

N/A

 

Total

 

 

500,000

 

 

$

23.64

 

 

 

 

 

 

 

Issuer Purchases of WEAT Shares:

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 to July 31, 2015

 

 

-

 

 

$

-

 

 

N/A

 

 

N/A

 

August 1 to August 31, 2015

 

 

125,000

 

 

$

9.77

 

 

N/A

 

 

N/A

 

September 1 to September 30, 2015

 

 

-

 

 

$

-

 

 

N/A

 

 

N/A

 

Total

 

 

125,000

 

 

$

9.77

 

 

 

 

 

 

 

 

Issuer Purchases of CANE Shares:

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 to July 31, 2015

 

 

-

 

 

$

-

 

 

N/A

 

 

N/A

 

August 1 to August 31, 2015

 

 

25,000

 

 

$

8.18

 

 

N/A

 

 

N/A

 

September 1 to September 30, 2015

 

 

-

 

 

$

-

 

 

N/A

 

 

N/A

 

Total

 

 

25,000

 

 

$

8.18

 

 

 

 

 

 

 

Issuer Purchases of SOYB Shares: Nothing to Report

Issuer Purchases of TAGS Shares: Nothing to Report

 

 

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

(a) None.

(b) Not Applicable.

Item 6. Exhibits

The following exhibits are filed as part of this report as required under Item 601 of Regulation S-K:

 

31.1

 

Certification by the Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (1)

 

 

 

 

 

 

 

31.2

 

Certification by the Principal Financial Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (1)

 

 

 

 

 

 

 

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. (1)

 

 

 

 

 

 

 

32.2

 

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. (1)

 

 

 

 

 

 

 

101.INS

 

XBRL Instance Document

 

 

 

 

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema

 

 

 

 

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase

 

 

 

 

 

 

 

101.DEF

 

XBRL Taxonomy Definition Linkbase

 

 

 

 

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase

 

 

 

 

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase 

 

 

 

 

 

 

 

 

 

(1)                        Filed herewith.

 

 

 

 

SIGNATURES

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/ Barbara Riker

 

Name:

Barbara Riker

 

Chief Financial Officer

     

     

 

Date: November 9, 2015