Teucrium Commodity Trust - Quarter Report: 2018 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
|
☒
|
Quarterly report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for the quarterly
period ended September 30, 2018.
|
|
|
|
OR
|
☐
|
Transition report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for the transition
period
from
to
.
|
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Commission File Number:
001-34765
Teucrium
Commodity Trust
(Exact name of registrant as specified in its charter)
(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.)
|
|
|
115
Christina Landing Drive, Unit 2004
Wilmington, DE 19801
(Address of principal executive offices) (Zip code)
Wilmington, DE 19801
(Address of principal executive offices) (Zip code)
(302) 543-5977
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
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.
☒ Yes
☐ No
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit
and post such files).
☒ Yes
☐ No
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, smaller reporting company or an emerging
growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
|
|
Large accelerated filer
☐
|
Accelerated filer
☒
|
Non-accelerated filer
☐
|
Smaller reporting company
☐
|
(Do not check if a smaller
reporting company)
|
Emerging growth company
☐
|
If an emerging growth company,
indicate by a check mark if the registrant has elected not to use
the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
☐ Yes
☒ 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 7, 2018 |
Teucrium Corn
Fund
|
3,875,004
|
Teucrium Sugar
Fund
|
1,625,004
|
Teucrium Soybean
Fund
|
1,750,004
|
Teucrium Wheat
Fund
|
9,350,004
|
Teucrium Agricultural
Fund
|
75,002
|
TEUCRIUM COMMODITY TRUST
Table of Contents
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Page
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3
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3
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118
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163
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168
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169
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169
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169
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187
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190
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190
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190
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191
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2
Part I. FINANCIAL
INFORMATION
Item 1. Financial
Statements.
Index to Financial
Statements
Documents
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|
Page
|
TEUCRIUM COMMODITY
TRUST
|
|
|
|
4
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|
|
5
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|
|
7
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|
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8
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|
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9
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10
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|
TEUCRIUM CORN
FUND
|
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|
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26
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|
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27
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|
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29
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|
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30
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|
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31
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|
|
32
|
|
TEUCRIUM SOYBEAN
FUND
|
|
|
|
45
|
|
|
46
|
|
|
48
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|
|
49
|
|
|
50
|
|
|
51
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|
TEUCRIUM SUGAR
FUND
|
|
|
|
64
|
|
|
65
|
|
|
67
|
|
|
68
|
|
|
69
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|
|
70
|
|
TEUCRIUM WHEAT
FUND
|
|
|
|
83
|
|
|
84
|
|
|
86
|
|
|
87
|
|
|
88
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|
|
89
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|
TEUCRIUM AGRICULTURAL
FUND
|
|
|
|
103
|
|
|
104
|
|
|
106
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|
|
107
|
|
|
108
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|
|
109
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3
TEUCRIUM COMMODITY TRUST
|
September 30,
2018
|
December 31,
2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash
and cash equivalents
|
$171,710,290
|
$137,945,626
|
Interest
receivable
|
111
|
255
|
Other
assets
|
11,645
|
6,748
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
517,664
|
909,281
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Due
from broker
|
12,866,573
|
9,987,671
|
Total
equity in trading accounts
|
13,384,237
|
10,896,952
|
Total
assets
|
185,106,283
|
$148,849,581
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
143,420
|
125,149
|
Cash
equivalent payable
|
7,481,728
|
-
|
Interest
Payable
|
70
|
-
|
Other
liabilities
|
410,113
|
99,909
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
5,735,272
|
5,677,771
|
Total
liabilities
|
13,770,603
|
5,902,829
|
|
|
|
Net Assets
|
$171,335,680
|
$142,946,752
|
The accompanying notes are an integral part of
these financial statements.
4
TEUCRIUM COMMODITY TRUST
September 30,
2018
(Unaudited)
|
|
|
|
|
Percentage of
|
|
|
|
|
|||
Description: Assets
|
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Fair Value
|
|
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Net Assets
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Shares
|
|
|||
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|||
Cash equivalents
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Money
market funds
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|||
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$3,577)
|
|
$
|
3,577
|
|
|
|
0.00
|
%
|
|
|
3,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Principal Amount
|
|
|
Commercial
Paper
|
|
|
|
|
|
|
|
|
|
|
|
|
Enbridge
Energy Partners, L.P. 2.86% (cost: $4,973,666 due
10/05/2018)
|
|
$
|
4,998,428
|
|
|
|
2.92
|
%
|
|
|
5,000,000
|
|
Enbridge
Energy Partners, L.P. 2.77% (cost: $4,988,924 due
10/10/2018)
|
|
|
4,996,562
|
|
|
|
2.92
|
|
|
|
5,000,000
|
|
Enbridge
Energy Partners, L.P. 2.86% (cost: $9,953,620 due
10/12/2018)
|
|
|
9,991,352
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|
|
|
5.83
|
|
|
|
10,000,000
|
|
Energy
Transfer Partners, L.P. 2.57% (cost: $4,994,688 due
10/10/2018)
|
|
|
4,996,812
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|
|
|
2.92
|
|
|
|
5,000,000
|
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Energy
Transfer Partners, L.P. 2.55% (cost: $14,972,592 due
10/22/2018)
|
|
|
14,977,865
|
|
|
|
8.74
|
|
|
|
15,000,000
|
|
General
Motors Financial Company, Inc. 2.42% (cost: $7,469,500 due
10/01/2018)
|
|
|
7,500,000
|
|
|
|
4.38
|
|
|
|
7,500,000
|
|
General
Motors Financial Company, Inc. 2.42% (cost: $4,980,666 due
10/04/2018)
|
|
|
4,999,000
|
|
|
|
2.92
|
|
|
|
5,000,000
|
|
General
Motors Financial Company, Inc. 2.53% (cost: $4,979,432 due
11/26/2018)
|
|
|
4,980,478
|
|
|
|
2.91
|
|
|
|
5,000,000
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General
Motors Financial Company, Inc. 2.55% (cost: $2,492,270 due
11/14/2018)
|
|
|
2,492,270
|
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|
|
1.45
|
|
|
|
2,500,000
|
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Royal
Caribbean Cruise Ltd. 2.55% (cost: $4,989,458 due
10/31/2018)
|
|
|
4,989,458
|
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|
|
2.91
|
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|
5,000,000
|
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Royal
Caribbean Cruise Ltd. 2.52% (cost: $7,482,812 due
10/23/2018)
|
|
|
7,488,542
|
|
|
|
4.37
|
|
|
|
7,500,000
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The
Williams Companies, Inc 2.39% (cost: $7,495,557 due
10/03/2018)
|
|
|
7,499,013
|
|
|
|
4.38
|
|
|
|
7,500,000
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The
Williams Companies, Inc 2.65% (cost: $7,471,833 due
10/18/2018)
|
|
|
7,490,792
|
|
|
|
4.37
|
|
|
|
7,500,000
|
|
Total
Commercial Paper (cost: $87,245,018)
|
|
$
|
87,400,572
|
|
|
|
51.02
|
%
|
|
|
|
|
Total
Cash Equivalents
|
|
$
|
87,404,149
|
|
|
|
51.02
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
(Long Exposure)
|
|
|
Commodity futures contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States corn futures contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
CBOT
corn futures MAR19 (1,250 contracts)
|
|
$
|
10,587
|
|
|
|
0.01
|
%
|
|
$
|
23,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States soybean futures contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
CBOT
soybean futures MAR19 (198 contracts)
|
|
|
61,875
|
|
|
|
0.04
|
%
|
|
|
8,640,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States sugar futures contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
ICE
sugar futures JUL19 (354 contracts)
|
|
|
92,489
|
|
|
|
0.05
|
%
|
|
|
4,523,837
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States wheat futures contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
CBOT
wheat futures MAR19 (823 contracts)
|
|
|
352,713
|
|
|
|
0.21
|
%
|
|
|
21,696,338
|
|
Total
commodity futures contracts
|
|
$
|
517,664
|
|
|
|
0.31
|
%
|
|
$
|
57,860,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
Notional Amount
|
|
||
Description: Liabilities
|
|
Fair Value
|
|
|
Net Assets
|
|
|
(Long Exposure)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity futures contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States corn futures contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
CBOT
corn futures MAY19 (1,050 contracts)
|
|
$
|
246,675
|
|
|
|
0.14
|
%
|
|
$
|
19,726,875
|
|
CBOT
corn futures DEC19 (1,177 contracts)
|
|
|
1,554,975
|
|
|
|
0.91
|
|
|
|
23,025,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States soybean futures contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
CBOT
soybean futures JAN19 (235 contracts)
|
|
|
889,175
|
|
|
|
0.52
|
%
|
|
|
10,099,125
|
|
CBOT
soybean futures NOV19 (223 contracts)
|
|
|
366,838
|
|
|
|
0.21
|
|
|
|
10,168,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States sugar futures contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
ICE
sugar futures MAY19 (419 contracts)
|
|
|
495,163
|
|
|
|
0.29
|
%
|
|
|
5,298,171
|
|
ICE
sugar futures MAR20 (379 contracts)
|
|
|
547,333
|
|
|
|
0.32
|
|
|
|
5,259,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States wheat futures contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
CBOT
wheat futures MAY19 (686 contracts)
|
|
|
352,088
|
|
|
|
0.21
|
%
|
|
|
18,461,975
|
|
CBOT
wheat futures DEC19 (758 contracts)
|
|
|
1,283,025
|
|
|
|
0.75
|
|
|
|
21,508,250
|
|
Total
commodity futures contracts
|
|
$
|
5,735,272
|
|
|
|
3.35
|
%
|
|
$
|
113,547,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange-traded funds*
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Teucrium
Corn Fund
|
|
$
|
374,705
|
|
|
|
0.22
|
%
|
|
|
23,658
|
|
Teucrium
Soybean Fund
|
|
|
378,926
|
|
|
|
0.22
|
|
|
|
23,931
|
|
Teucrium
Sugar Fund
|
|
|
377,319
|
|
|
|
0.22
|
|
|
|
56,874
|
|
Teucrium
Wheat Fund
|
|
|
367,102
|
|
|
|
0.21
|
|
|
|
58,837
|
|
Total
exchange-traded funds (cost $2,081,910)
|
|
$
|
1,498,052
|
|
|
|
0.87
|
%
|
|
|
|
|
*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 financial statements.
5
TEUCRIUM COMMODITY TRUST
COMBINED SCHEDULE OF
INVESTMENTS
December 31,
2017
|
|
Percentage of
|
|
Description: Assets
|
Fair Value
|
Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$2,874)
|
$2,874
|
0.00%
|
2,874
|
Blackrock
FedFund - Institutional Class (cost $140)
|
140
|
0.00
|
140
|
Total
money market funds
|
$3,014
|
0.00%
|
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
Boston
Scientific Corporation 1.71% (cost: $4,992,208 due
1/16/2018)
|
$4,996,458
|
3.50%
|
5,000,000
|
Canadian
Natural Resources Limited 1.76% (cost: $4,990,034 due
1/31/2018)
|
4,992,708
|
3.49
|
5,000,000
|
E.
I. du Pont de Nemours and Company 1.67% (cost: $4,981,556 due
3/5/2018)
|
4,985,474
|
3.49
|
5,000,000
|
Enbridge
Energy Partners, L.P. 2.20% (cost: $4,976,980 due
3/5/2018)
|
4,980,918
|
3.48
|
5,000,000
|
Equifax
Inc. 1.71% (cost: $4,987,958 due 1/5/2018)
|
4,999,056
|
3.50
|
5,000,000
|
Ford
Motor Credit Company LLC 1.41% (cost: $4,982,500 due
1/10/2018)
|
4,998,250
|
3.50
|
5,000,000
|
Glencore
Funding LLC 1.42% (cost: $4,982,496 due 1/17/2018)
|
4,996,854
|
3.50
|
5,000,000
|
HP
Inc. 1.65% (cost: $4,992,028 due 1/22/2018)
|
4,995,216
|
3.49
|
5,000,000
|
Oneok,
Inc. 1.75% (cost: $4,994,684 due 1/5/2018)
|
4,999,034
|
3.50
|
5,000,000
|
VW
Credit, Inc. 1.61% (cost: $4,980,000 due 3/6/2018)
|
4,985,778
|
3.49
|
5,000,000
|
Total
Commercial Paper (total cost: $49,860,444)
|
49,929,746
|
34.94
|
|
Total
Cash Equivalents
|
$49,932,760
|
34.94%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT
corn futures JUL18 (1,060 contracts)
|
$120,487
|
0.08%
|
$19,464,250
|
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE
sugar futures MAY18 (133 contracts)
|
94,539
|
0.07
|
2,237,379
|
ICE
sugar futures JUL18 (114 contracts)
|
89,780
|
0.06
|
1,920,307
|
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT
wheat futures JUL18 (813 contracts)
|
604,475
|
0.42
|
18,424,613
|
Total
commodity futures contracts
|
$909,281
|
0.63%
|
$42,046,549
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT
corn futures MAY18 (1,265 contracts)
|
$821,825
|
0.57%
|
$22,706,750
|
CBOT
corn futures DEC18 (1,184 contracts)
|
1,140,225
|
0.80
|
22,732,800
|
|
|
|
|
United
States soybean futures contracts
|
|
|
|
CBOT
soybean futures MAR18 (75 contracts)
|
174,063
|
0.12
|
3,606,563
|
CBOT
soybean futures MAY18 (63 contracts)
|
152,338
|
0.11
|
3,064,950
|
CBOT
soybean futures NOV18 (74 contracts)
|
121,662
|
0.09
|
3,610,275
|
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE
sugar futures MAR19 (126 contracts)
|
67,133
|
0.05
|
2,214,173
|
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT
wheat futures MAY18 (976 contracts)
|
1,182,225
|
0.83
|
21,484,200
|
CBOT
wheat futures DEC18 (893 contracts)
|
2,018,300
|
1.41
|
21,521,300
|
Total
commodity futures contracts
|
$5,677,771
|
3.98%
|
$100,941,011
|
|
|
|
|
Exchange-traded funds*
|
|
|
Shares
|
Teucrium
Corn Fund
|
$287,376
|
0.20%
|
17,158
|
Teucrium
Soybean Fund
|
273,664
|
0.19
|
15,331
|
Teucrium
Sugar Fund
|
289,049
|
0.20
|
29,524
|
Teucrium
Wheat Fund
|
286,031
|
0.20
|
47,737
|
Total
exchange-traded funds (cost $1,790,621)
|
$1,136,120
|
0.79%
|
|
*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 financial statements.
6
TEUCRIUM COMMODITY TRUST
(Unaudited)
|
Three months ended
|
Three months ended
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
Income
|
|
|
|
|
Realized
and unrealized gain (loss) on trading of commodity futures
contracts:
|
|
|
|
|
Realized
loss on commodity futures contracts
|
$(12,210,874)
|
$(363,195)
|
$(5,518,367)
|
$(3,036,823)
|
Net
change in unrealized appreciation or (depreciation) on commodity
futures contracts
|
6,804,734
|
(13,715,137)
|
(449,117)
|
(1,084,644)
|
Interest
income
|
995,171
|
489,124
|
2,514,842
|
1,229,246
|
Total
loss
|
(4,410,969)
|
(13,589,208)
|
(3,452,642)
|
(2,892,221)
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management
fees
|
453,301
|
379,462
|
1,269,139
|
1,155,626
|
Professional
fees
|
421,519
|
352,288
|
1,123,516
|
983,524
|
Distribution
and marketing fees
|
854,026
|
715,384
|
2,416,995
|
1,912,998
|
Custodian
fees and expenses
|
103,629
|
91,666
|
287,652
|
263,485
|
Business
permits and licenses fees
|
17,425
|
19,849
|
105,151
|
77,862
|
General
and administrative expenses
|
72,069
|
74,494
|
229,953
|
220,472
|
Brokerage
commissions
|
56,262
|
44,377
|
144,986
|
121,696
|
Other
expenses
|
33,511
|
23,979
|
99,650
|
67,375
|
Total
expenses
|
2,011,742
|
1,701,499
|
5,677,042
|
4,803,038
|
|
|
|
|
|
Expenses
waived by the Sponsor
|
(319,431)
|
(284,299)
|
(961,565)
|
(545,764)
|
|
|
|
|
|
Total
expenses, net
|
1,692,311
|
1,417,200
|
4,715,477
|
4,257,274
|
|
|
|
|
|
Net loss
|
$(6,103,280)
|
$(15,006,408)
|
$(8,168,119)
|
$(7,149,495)
|
The accompanying notes are an integral part of
these financial statements.
7
TEUCRIUM COMMODITY TRUST
(Unaudited)
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
Operations
|
|
|
Net
loss
|
$(8,168,119)
|
$(7,149,495)
|
Capital
transactions
|
|
|
Issuance
of Shares
|
79,071,522
|
76,238,431
|
Redemption
of Shares
|
(41,941,536)
|
(61,140,856)
|
Net
change in the cost of the Underlying Funds
|
(572,939)
|
3,049
|
Total
capital transactions
|
36,557,047
|
15,100,624
|
|
|
|
Net change in net assets
|
28,388,928
|
7,951,129
|
|
|
|
Net assets, beginning of period
|
142,946,752
|
153,957,187
|
|
|
|
Net assets, end of period
|
$171,335,680
|
$161,908,316
|
The accompanying notes are an integral part of
these financial statements.
8
TEUCRIUM COMMODITY TRUST
(Unaudited)
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
Cash flows from operating activities:
|
|
|
Net
loss
|
$(8,168,119)
|
$(7,149,495)
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
Net
change in unrealized depreciation on commodity futures
contracts
|
449,117
|
1,084,644
|
Changes in operating assets and liabilities:
|
|
|
Due
from broker
|
(2,878,902)
|
(82,670)
|
Interest
receivable
|
214
|
(45)
|
Other
assets
|
(4,897)
|
(84,299)
|
Management
fee payable to Sponsor
|
18,271
|
(2,039)
|
Cash equivalent payable
|
7,481,728
|
-
|
Other
liabilities
|
310,205
|
8,945
|
Net
cash used in operating activities
|
(2,792,383)
|
(6,224,959)
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds
from sale of Shares
|
79,071,522
|
76,238,431
|
Redemption
of Shares
|
(41,941,536)
|
(61,140,856)
|
Net
change in cost of the Underlying Funds
|
(572,939)
|
3,049
|
Net
cash provided by financing activities
|
36,557,047
|
15,100,624
|
|
|
|
Net change in cash, cash equivalents and restricted
cash
|
33,764,664
|
8,875,665
|
Cash, cash equivalents, and restricted cash beginning of
period
|
137,945,626
|
145,475,153
|
Cash, cash equivalents, and restricted cash end of
period
|
$171,710,290
|
$154,350,818
|
The accompanying notes are an integral part of
these financial statements.
9
September 30,
2018
(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. Effective as
of April 16, 2018, the Trust and the Funds operate pursuant to the
Trust’s Third Amended and Restated Declaration of Trust and
Trust Agreement (the “Trust
Agreement”).
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. The current registration statement for CORN was declared
effective by the SEC on April 29, 2016.
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. The current
registration statements for CANE and SOYB were declared effective
by the SEC on April 30, 2018. The registration statements for SOYB
and CANE registered an additional 5,000,000 shares each. The
current registration statement for WEAT was declared effective on
July 15, 2016. This registration statement for WEAT registered an
additional 24,050,000 shares.
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. The current registration statement
for TAGS was declared effective by the SEC on April 30,
2018.
The Sponsor
is a member of the National Futures Association (the "NFA") and
became a commodity pool operator ("CPO") registered with the
Commodity Futures Trading Commission (the "CFTC") effective
November 10, 2009. The Sponsor registered as a Commodity Trading
Advisor ("CTA") with the CFTC effective September 8,
2017.
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 10K 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 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, 2018 are not necessarily indicative of the
results to be expected for the full year ending December 31,
2018.
Subject to
the terms of the Trust Agreement, Teucrium Trading, LLC in its
capacity as the Sponsor (“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.
10
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.
U.S. Bank N.A. is a Wisconsin state chartered bank subject to
regulation by the Board of Governors of the Federal Reserve System
and the Wisconsin State Banking Department. The principal address
for U.S. Bancorp Fund Services, LLC (“USBFS”) is 615 E.
Michigan Street, Milwaukee, WI 53202. In addition, effective on the
Conversion Date, 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.
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. These services are recorded in custodian
fees and expenses on the combined statements of operations. A
summary of these expenses is included
below.
The Sponsor
employs Foreside Fund Services, LLC (“Foreside” or the
“Distributor”) as the Distributor for the Funds. The
Distribution Services Agreement among the Distributor and the
Sponsor 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. These services are recorded in
distribution and marketing fees on the combined statements of
operations. A summary of these expenses is included
below.
ED&F Man
Capital Markets, Inc. (“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 is paid $9.00 per round turn. These
expenses are recorded in
brokerage commissions on the combined statements of operations. A
summary of these expenses is included
below.
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. These
services are recorded in business permits and licenses fees on the
combined statements of operations. A summary of these expenses is
included below.
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Amount
Recognized for Custody Services
|
$103,629
|
$91,666
|
$287,651
|
$263,485
|
Amount
of Custody Services Waived
|
$33,628
|
$7,972
|
$78,067
|
$12,611
|
|
|
|
|
|
Amount
Recognized for Distribution Services
|
$40,200
|
$42,782
|
$127,401
|
$136,568
|
Amount
of Distribution Services Waived
|
$15,565
|
$13,582
|
$37,156
|
$27,719
|
|
|
|
|
|
Amount
Recognized for Brokerage Commissions
|
$50,414
|
$44,377
|
$139,138
|
$121,696
|
Amount
of Brokerage Commissions Waived
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
Amount
Recognized for Wilmington Trust
|
$3,160
|
$3,072
|
$3,160
|
$3,072
|
Amount
of Wilmington Trust Waived
|
$24
|
$1,515
|
$24
|
$1,515
|
11
Note 3 –
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, SOYB, CANE,
WEAT, and TAGS except for eliminations for TAGS as explained below
for the months during which each Fund was in
operation.
In accordance
with ASU 2016-18 issued by the Financial Accounting Standards Board
("FASB"), the presentation of cash and cash equivalents and
restricted cash is disaggregated by line item on the combined
statements of assets and liabilities and sum to the total amount of
cash, cash equivalents, and restricted cash at the end of the
corresponding period shown on the combined statements of cash
flows. This update in presentation did not have a material impact
on the financial statements and disclosures of the Trust and the
Funds.
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.
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 combined statements 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 combined
statements of operations. Interest on cash equivalents with
financial institutions are recognized on the accrual basis. The
Funds earn interest on funds held at the custodian and other
financial institutions at prevailing market rates for such
investments.
Beginning in
October 2017, the Sponsor began investing a portion of cash in
commercial paper, which is deemed a cash equivalent based on the
rating and duration of contracts as described in the notes to the
combined financial statements and reflected in cash and cash
equivalents on the combined statements of assets and liabilities
and in cash, cash equivalents and restricted cash on the combined
statements of cash flows. Accretion on these investments are
recognized using the effective interest method in U.S. dollars and
included in interest income on the combined statements of
operations.
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 2015 to 2017,
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, 2018 and for the
years ended December 31, 2017, 2016, and 2015. 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 income tax fees payable, if
assessed. No interest expense or penalties have been recognized as
of and for the three and nine months ended September 30, 2018 and
2017.
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. In the opinion of the Sponsor,
the 2017 Tax Cuts and Jobs Act, will not have a significant impact
on the Trust or the Funds and did not have a significant impact on
the financial statements of the Trust and the
Funds.
12
Creations and
Redemptions
Authorized
Purchasers may purchase Creation Baskets from each Fund. The amount
of the proceeds required to purchase a Creation Basket will be
equal to the NAV of the shares in the Creation Basket determined as
of 4:00 p.m. New York time on the day the order to create the
basket is properly received.
Authorized
Purchasers may redeem shares from each Fund only in blocks of
shares called “Redemption Baskets.” The amount of the
redemption proceeds for a Redemption Basket will be equal to the
NAV of the shares in the Redemption Basket determined as of 4:00
p.m. New York time on the day the order to redeem the basket is
properly received.
Each Fund receives
or pays the proceeds from shares sold or redeemed within three
business days after the trade date of the purchase or redemption.
The amounts due from Authorized Purchasers are reflected in the
statements of assets and liabilities as receivable for shares sold.
Amounts payable to Authorized Purchasers upon redemption are
reflected in the statements of assets and liabilities as payable
for shares redeemed.
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. If a Fund experienced redemptions that caused the number of
Shares outstanding to decrease to the minimum level of Shares
required to be outstanding, until the minimum number of Shares is
again exceeded through the purchase of a new Creation Basket, there
can be no more redemptions by an Authorized Purchaser. 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 4 baskets
Cash, Cash
Equivalents, and Restricted Cash
Cash
equivalents are highly liquid investments with maturity dates of 90
days or less when acquired. The Trust reported its cash equivalents
in the combined 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
that is a series of the Trust has the balance of its cash
equivalents on deposit with financial institutions. The Trust holds
a balance in money market funds that is 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. Assets deposited with the bank may, at times,
exceed federally insured limits. Effective in the fourth quarter
2017, the Sponsor invested a portion of the available cash for the
Funds in investment grade commercial paper with durations of 90
days or less, which is classified as a cash equivalent and is not
FDIC insured. Effective August 13, 2018, the Sponsor invested a
portion of the available cash for the Funds in a Promontory Insured
Cash Sweep ("ICS") product, which is classified as cash and not a
cash equivalent. The entire balance held in the Promontory Insured
Cash Sweep product is FDIC insured.
|
September
30, 2018
|
September
30, 2017
|
December
31, 2017
|
Money
Market Funds
|
$3,577
|
$2,318,065
|
$3,014
|
Demand
Deposit Savings Accounts
|
$68,271,037
|
$152,013,174
|
$88,013,073
|
Commercial
Paper
|
$87,400,572
|
$-
|
$49,929,746
|
Promontory
ICS Deposits
|
$16,035,611
|
$-
|
$-
|
13
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 as restricted cash on the financial
statements of the Trust and Funds. The following table provides a
reconciliation of cash and cash equivalents, and restricted cash
reported within the combined statements of assets and liabilities
that sum to the total of the same such amounts shown in the
combined statements of cash flows.
|
September
30, 2018
|
September
30, 2017
|
December
31, 2017
|
Cash
and cash equivalents
|
$171,710,290
|
$154,329,202
|
$137,945,626
|
Restricted
cash
|
$-
|
$21,616
|
$-
|
Total
cash, cash equivalents, and restricted cash shown in the combined
statements of cash flows
|
$171,710,290
|
$154,350,818
|
$137,945,626
|
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 counter-parties, so the
counter-parties 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
counter-parties. Since the inception of the Fund, the principal
broker through which the Trust and TAGS can execute securities
transactions for TAGS is the Bank of New York Mellon Capital
Markets.
Sponsor Fee,
Allocation of Expenses and Related Party
Transactions
The Fund’s
sponsor is Teucrium Trading, LLC (the “Sponsor”). 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 accounting, financial reporting,
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 (formerly the National Association of
Securities Dealers) or any other regulatory agency in connection
with the offer and sale of subsequent Shares, after its initial
registration, and all legal, accounting, printing and other
expenses associated therewith. The Funds also pay the fees and
expenses associated with the Trust’s tax accounting and
reporting requirements. Certain aggregate expenses common to all
Funds 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.
14
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 accounting and financial reporting, regulatory
compliance, and trading activities that are directly attributable
to the Trust and the Funds. Such expenses are primarily included as
distribution and marketing fees.
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Recognized
Related Party Transactions
|
$470,347
|
$454,469
|
$1,923,198
|
$1,747,602
|
Waived
Related Party Transactions
|
$132,156
|
$169,163
|
$383,327
|
$292,825
|
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.
The Sponsor has determined that there would be no recovery sought
for the amounts below in any future period.
|
CORN
|
SOYB
|
CANE
|
WEAT
|
TAGS
|
Trust
|
Three
Months Ended September 30, 2018
|
$32,123
|
$163,478
|
$71,371
|
$43,831
|
$8,628
|
$319,431
|
Three
Months Ended September 30, 2017
|
$95,836
|
$31,348
|
$45,186
|
$105,942
|
$5,987
|
$284,299
|
Nine
Months Ended September 30, 2018
|
$170,846
|
$347,905
|
$218,270
|
$188,615
|
$35,929
|
$961,565
|
Nine
Months Ended September 30, 2017
|
$264,656
|
$58,457
|
$83,550
|
$105,942
|
$33,159
|
$545,764
|
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 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.
15
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,
2018 and December 31, 2017, 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 periods being reported.
For the nine months
ended September 30, 2018 and year ended December 31, 2017, the
Funds did not have any significant transfers between any of the
levels of the fair value hierarchy.
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.
Expenses
Expenses are
recorded using the accrual method of accounting.
New Accounting
Pronouncements
The
Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 2018-13:
“Fair Value Measurement (Topic 820): Disclosure Framework
– Changes to the Disclosure Requirements for Fair Value
Measurement. These amendments modify public and private company
fair value disclosure requirements. While some disclosures were
removed or modified, others were added. The guidance is a result of
the FASB’s test of the principals developed to improve the
effectiveness of disclosures in the notes to the financial
statements. The amendments will be effective for fiscal years and
interim periods beginning after December 15, 2019 and may be
adopted early. The Sponsor is evaluating the impacts, specifically,
the removal, modification and addition to the fair value
disclosures of the Trust or the Funds.
16
The
FASB issued ASU 2018-05, “Income Taxes (Topic 740):
Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting
Bulletin No. 118." These amendments add guidance to the FASB
Accounting Standards Codification regarding the Tax Cuts and Jobs
Act (Act). The amendments were adopted for the quarter ended March
31, 2018; the adoption did not have a material impact on the
financial statements and disclosures of the Trust or the
Funds.
The
FASB issued ASU 2018-03: “Technical Corrections and
Improvements to Financial Instruments—Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and
Financial Liabilities, that clarifies the guidance in ASU No.
2016-01, Financial Instruments—Overall (Subtopic
825-10).” These amendments clarify the guidance in ASU No.
2016-01 on issues related to Fair Value and Forward Contracts and
Purchased Options. The amendments are effective for fiscal years
beginning after December 15, 2017. The adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Funds.
The
FASB issued ASU 2017-13, “Revenue Recognition (Topic 605),
Leases (Topic 840), and Leases (Topic 842): Amendments to SEC
Paragraphs Pursuant to the Staff Announcement at the July 20, 2017
EITF Meeting and Rescission of Prior SEC Staff Announcements and
Observer Comments”. The amendment amends the early adoption
date option for certain companies related to adoption of ASU No.
2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not
object to a public business entity that otherwise would not meet
the definition of a public business entity except for a requirement
to include or the inclusion of its financial statements or
financial information in another entity’s filing with the SEC
adopting ASC Topic 842 for fiscal years beginning after December
15, 2019, and interim periods within fiscal years beginning after
December 15, 2020. This amendment is not expected to have a
material impact on the financial statements and disclosures of the
Trust or the Funds.
The
FASB issued ASU 2017-12, “Derivatives and Hedging (Topic
815): Targeted Improvements to Accounting for Hedging
Activities”. These amendments refine and expand hedge
accounting for both financial (e.g., interest rate) and commodity
risks. Its provisions create more transparency around how economic
results are presented, both on the face of the financial statements
and in the footnotes. It also makes certain targeted improvements
to simplify the application of hedge accounting guidance. The
amendments are effective for public companies for fiscal years
beginning after December 15, 2018. This amendment is not expected
to have any impact on the financial statements and disclosures of
the Trust or the Funds.
The
FASB issued ASU 2017-03, “Accounting Changes and Error
Corrections (Topic 250) and Investments – Equity Method and
Joint Ventures (Topic 323)”. These amendments require
disclosure of the impact that recently issued accounting standards
will have on the financial statements of a registrant when such
standards are adopted in a future period. The amendments were
adopted for the quarter ended March 31, 2017; the adoption did not
have a material impact on the financial statements and disclosures
of the Trust or the Funds.
The
FASB issued ASU 2017-01, “Business Combinations (Topic 805):
Clarifying the Definition of a Business”. The amendments are
intended to help companies and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals)
of assets or businesses. The amendments are effective for public
companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. The adoption did
not have a material impact on the financial statements and
disclosures of the Trust or the Funds.
The
FASB issued ASU 2016-18, “Statement of Cash Flows (Topic
230)”. The amendments in this update require that a statement
of cash flows explain the change during the period in the total of
cash, cash equivalents, and amounts generally described as
restricted cash or restricted cash equivalents. Therefore, amounts
generally described as restricted cash and restricted cash
equivalents should be included with cash and cash equivalents when
reconciling the beginning of period and end of period total amounts
shown on the statement of cash flows. The amendments are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. The Sponsor elected to early
adopt ASU 2016-18 for the year ending December 31, 2017 and the
adoption did not have a material impact on the financial statements
and disclosures of the Trust or the Funds.
The
FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts
with Customers (Topic 606),” which replaces the revenue
recognition requirements of “Revenue Recognition (Topic
605).” This ASU is based on the principle that revenue is
recognized to depict the transfer of goods and services to
customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or
services. This ASU provides new and more detailed guidance on
specific topics and expands and improves disclosures about revenue.
In August 2015, the FASB issued ASU 2015-14 which defers the
effective date of ASU 2014-09 by one year to fiscal years beginning
after December 15, 2017. ASU 2015-14 also permits early adoption of
ASU 2014-09, but not before the original effective date, which was
for fiscal years beginning after December 15, 2016. The Trust and
the Fund record income or loss from the recognition and measurement
of futures contracts and from interest income under Subtopic
825-10. Revenue from financial instruments which are valued under
Subtopic 825 will not be subject to the application of ASU 2014-09
and 2015-14. The Sponsor elected to adopt the amendments for the
fiscal year ending December 31, 2017. The adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Funds.
The
FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and
Derivatives and Hedging (Topic 815): Rescission of SEC Guidance
Because of Accounting Standards Updates 2014-09 and 2014-16
Pursuant to Staff Announcements at the March 3, 2016 EITF
Meeting”. The amendments make targeted improvements to
clarify the principal versus agent assessment and are intended to
make the guidance more operable and lead to more consistent
application. The Trust and the Fund record income or loss from the
recognition and measurement of futures contracts and from interest
income under Subtopic 825-10. Revenue from financial instruments
which are valued under Subtopic 825 will not be subject to the
application of ASU 2016-11. The Sponsor elected to adopt ASU
2016-11 for the year ending December 31, 2017. The adoption did not
have a material impact on the financial statements and disclosures
of the Trust or the Funds.
The
FASB issued ASU 2016-02, “Leases (Topic 842).” The
amendments in this update increase transparency and comparability
among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information
about leasing arrangements. The amendments in this update are
effective for fiscal years beginning after December 15, 2018. This
standard is not expected to have a material impact on the financial
statements and disclosures of the Trust or the Funds.
17
The
FASB issued ASU 2016-01, “Financial Instruments-Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities.” The amendments in this update are
intended to improve the recognitions measurement and disclosure of
financial instruments. The amendments to this update are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. These amendments are required to
be applied prospectively. The adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Funds.
Note 4 –
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, 2018 and December 31,
2017:
September 30, 2018
|
|
|
|
Balance
as of
|
Assets:
|
Level
1
|
Level
2
|
Level
3
|
September
30, 2018
|
Cash
equivalents
|
$87,404,149
|
$-
|
$-
|
$87,404,149
|
Commodity
futures contracts
|
|
|
|
|
Corn
futures contracts
|
10,587
|
-
|
-
|
10,587
|
Soybean
futures contracts
|
61,875
|
-
|
-
|
61,875
|
Sugar
futures contracts
|
92,489
|
-
|
-
|
92,489
|
Wheat
futures contracts
|
352,713
|
-
|
-
|
352,713
|
Total
|
$87,921,813
|
$-
|
$-
|
$87,921,813
|
|
|
|
|
|
|
|
|
|
Balance
as of
|
Liabilities
|
Level
1
|
Level
2
|
Level
3
|
September
30, 2018
|
Corn
futures contracts
|
$1,801,650
|
$-
|
$-
|
$1,801,650
|
Soybean
futures contracts
|
1,256,013
|
-
|
-
|
1,256,013
|
Sugar
futures contracts
|
1,042,496
|
-
|
-
|
1,042,496
|
Wheat
futures contracts
|
1,635,113
|
-
|
-
|
1,635,113
|
Total
|
$5,735,272
|
$-
|
$-
|
$5,735,272
|
18
December
31, 2017
|
|
|
|
Balance
as of
|
Assets:
|
Level
1
|
Level
2
|
Level
3
|
December
31, 2017
|
Cash
equivalents
|
$49,932,760
|
$-
|
$-
|
$49,932,760
|
Commodity
futures contracts
|
|
|
|
|
Corn
futures contracts
|
120,487
|
-
|
-
|
120,487
|
Sugar
futures contracts
|
184,319
|
-
|
-
|
184,319
|
Wheat
futures contracts
|
604,475
|
-
|
-
|
604,475
|
Total
|
$50,842,041
|
$-
|
$-
|
$50,842,041
|
|
|
|
|
|
|
|
|
|
Balance
as of
|
Liabilities
|
Level
1
|
Level
2
|
Level
3
|
December
31, 2017
|
Corn
futures contracts
|
$1,962,050
|
$-
|
$-
|
$1,962,050
|
Soybean
futures contracts
|
448,063
|
-
|
-
|
448,063
|
Sugar
futures contracts
|
67,133
|
-
|
-
|
67,133
|
Wheat
futures contracts
|
3,200,525
|
-
|
-
|
3,200,525
|
Total
|
$5,617,771
|
$-
|
$-
|
$5,617,771
|
For the nine months
ended September 30, 2018 and year ended December 31, 2017, the
Funds 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.
19
Note 5 –
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 counter-party risk due to inability of its
counter-parties to meet the terms of their contracts. For the nine
months ended September 30, 2018 and year ended December 31, 2017,
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 counter-party risk since futures contracts are exchange-traded;
and the exchange’s clearinghouse, as the counter-party 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 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 the Financial Accounting Standards Board’s
(“FASB”) Accounting Standards Update
(“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, 2018 and December 31,
2017.
Offsetting of Financial Assets and Derivative
Assets as of September 30, 2018
|
(i)
|
(ii)
|
(iii) =
(i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross
Amount of Recognized Assets
|
Gross
Amount Offset in the Statement of Assets and
Liabilities
|
Net
Amount Presented in the Statement of Assets and
Liabilities
|
Futures
Contracts Available for Offset
|
Collateral,
Due to Broker
|
Net
Amount
|
Commodity
Price
|
|
|
|
|
|
|
Corn
futures contracts
|
$10,587
|
$-
|
$10,587
|
$10,587
|
$-
|
$-
|
Soybean
futures contracts
|
$61,875
|
$-
|
$61,875
|
$61,875
|
$-
|
$-
|
Sugar
futures contracts
|
$92,489
|
$-
|
$92,489
|
$92,489
|
$-
|
$-
|
Wheat
futures contracts
|
$352,713
|
$-
|
$352,713
|
$352,713
|
$-
|
$-
|
20
Offsetting of Financial Liabilities and
Derivative Liabilities as of September 30, 2018
|
(i)
|
(ii)
|
(iii) =
(i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross
Amount of Recognized Liabilities
|
Gross
Amount Offset in the Statement of Assets and
Liabilities
|
Net
Amount Presented in the Statement of Assets and
Liabilities
|
Futures
Contracts Available for Offset
|
Collateral,
Due from Broker
|
Net
Amount
|
Commodity
Price
|
|
|
|
|
|
|
Corn
futures contracts
|
$1,801,650
|
$-
|
$1,801,650
|
$10,587
|
$1,791,063
|
$-
|
Soybean
futures contracts
|
$1,256,013
|
$-
|
$1,256,013
|
$61,875
|
$1,194,138
|
$-
|
Sugar
futures contracts
|
$1,042,496
|
$-
|
$1,042,496
|
$92,489
|
$950,007
|
$-
|
Wheat
futures contracts
|
$1,635,113
|
$-
|
$1,635,113
|
$352,713
|
$1,282,400
|
$-
|
Offsetting of Financial Assets and Derivative
Assets as of December 31, 2017
|
(i)
|
(ii)
|
(iii) =
(i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross
Amount of Recognized Assets
|
Gross
Amount Offset in the Statement of Assets and
Liabilities
|
Net
Amount Presented in the Statement of Assets and
Liabilities
|
Futures
Contracts Available for Offset
|
Collateral,
Due to Broker
|
Net
Amount
|
Commodity
Price
|
|
|
|
|
|
|
Corn
futures contracts
|
$120,487
|
$-
|
$120,487
|
$120,487
|
$-
|
$-
|
Sugar
futures contracts
|
$184,319
|
$-
|
$184,319
|
$67,133
|
$-
|
$117,186
|
Wheat
futures contracts
|
$604,475
|
$-
|
$604,475
|
$604,475
|
$-
|
$-
|
21
Offsetting of Financial Liabilities and
Derivative Liabilities as of December 31, 2017
|
(i)
|
(ii)
|
(iii) =
(i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross
Amount of Recognized Liabilities
|
Gross
Amount Offset in the Statement of Assets and
Liabilities
|
Net
Amount Presented in the Statement of Assets and
Liabilities
|
Futures
Contracts Available for Offset
|
Collateral,
Due from Broker
|
Net
Amount
|
Commodity
Price
|
|
|
|
|
|
|
Corn
futures contracts
|
$1,962,050
|
$-
|
$1,962,050
|
$120,487
|
$1,841,563
|
$-
|
Soybean
futures contracts
|
$448,063
|
$-
|
$448,063
|
$-
|
$448,063
|
$-
|
Sugar
futures contracts
|
$67,133
|
$-
|
$67,133
|
$67,133
|
$-
|
$-
|
Wheat
futures contracts
|
$3,200,525
|
$-
|
$3,200,525
|
$604,475
|
$2,596,050
|
$-
|
The following is a
summary of realized and unrealized gains (losses) of the derivative
instruments utilized by the Trust:
Three months ended September 30,
2018
Primary
Underlying Risk
|
Realized
Loss on
Commodity Futures Contracts |
Net
Change in Unrealized
Appreciation or Depreciation on Commodity Futures Contracts |
Commodity
price
|
|
|
Corn futures
contracts
|
$(6,989,488)
|
$4,859,838
|
Soybean futures
contracts
|
(1,270,462)
|
827,925
|
Sugar futures
contracts
|
(1,477,762)
|
(458,729)
|
Wheat futures
contracts
|
(2,473,162)
|
1,575,700
|
Total commodity
futures contracts
|
$(12,210,874)
|
$6,804,734
|
22
Three months ended September 30,
2017
Primary Underlying
Risk
|
Realized (Loss) Gain on
Commodity Futures Contracts |
Net Change in Unrealized
Depreciation or Appreciation on Commodity Futures Contracts |
Commodity price
|
|
|
Corn futures contracts
|
$(1,616,988)
|
$(3,363,975
) |
Soybean futures contracts
|
(24,025)
|
241,863
|
Sugar futures contracts
|
(678,070)
|
532,963
|
Wheat futures contracts
|
1,955,888
|
(11,125,988)
|
Total commodity futures contracts
|
$(363,195)
|
$(13,175,137)
|
Nine months ended September 30,
2018
Primary Underlying Risk
|
Realized (Loss) Gain on
Commodity Futures Contracts |
Net Change in Unrealized
Appreciation or Depreciation on Commodity Futures Contracts |
Commodity price
|
|
|
Corn
futures contracts
|
$(3,818,950)
|
$50,500
|
Soybean futures
contracts
|
(1,350,475)
|
(746,075)
|
Sugar
futures contracts
|
(2,775,629)
|
(1,067,192)
|
Wheat
futures contracts
|
2,426,687
|
1,313,650
|
Total
commodity futures contracts
|
$(5,518,367)
|
$(449,117)
|
Primary Underlying Risk
|
Realized (Loss) Gain on
Commodity Futures Contracts |
Net Change in Unrealized
Depreciation or Appreciation on Commodity Futures Contracts |
Commodity price
|
|
|
Corn
futures contracts
|
$(2,064,200)
|
$(969,000)
|
Soybean futures
contracts
|
7,475
|
(210,300)
|
Sugar
futures contracts
|
(2,266,185)
|
(57,994)
|
Wheat
futures contracts
|
1,286,087
|
152,650
|
Total
commodity futures contracts
|
$(3,036,823)
|
$(1,084,644)
|
23
Volume of
Derivative Activities
The average
notional market value categorized by primary underlying risk for
the futures contracts held was $181.7 million and $169.5 million
for the three and nine months ended September 30, 2018 and $154.2
million and $155.5 million for the three and nine months ended
September 30, 2017.
Note 6 -
Organizational and Offering Costs
Expenses incurred
in organizing of the Trust and the initial offering of the shares,
including applicable SEC registration fees, 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 7 –
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, 2018
|
|
|
|
|
|
|
Outstanding
Shares
|
Net
Assets
|
Teucrium Corn
Fund
|
4,150,004
|
$65,729,363
|
Teucrium Soybean
Fund
|
1,825,004
|
28,897,319
|
Teucrium Sugar
Fund
|
2,275,004
|
15,093,061
|
Teucrium Wheat
Fund
|
9,875,004
|
61,613,551
|
Teucrium Agricultural
Fund:
|
|
|
Net
assets including the investment in the Underlying
Funds
|
75,002
|
1,500,438
|
Less:
Investment in the Underlying Funds
|
|
(1,498,052)
|
Net
for the Fund in the combined net assets of the Trust
|
|
2,386
|
Total
|
|
$171,335,680
|
December 31, 2017
|
Outstanding
Shares
|
Net
Assets
|
Teucrium Corn
Fund
|
3,875,004
|
$64,901,479
|
Teucrium Soybean
Fund
|
575,004
|
10,264,025
|
Teucrium Sugar
Fund
|
650,004
|
6,363,710
|
Teucrium Wheat
Fund
|
10,250,004
|
61,416,019
|
Teucrium Agricultural
Fund:
|
|
|
Net
assets including the investment in the Underlying
Funds
|
50,002
|
1,137,639
|
Less:
Investment in the Underlying Funds
|
|
(1,136,120)
|
Net
for the Fund in the combined net assets of the Trust
|
|
1,519
|
Total
|
|
$142,946,752
|
24
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 8 –
Subsequent Events
Management has
evaluated the financial statements for the quarter-ended September
30, 2018 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:
On October 23, 2018, the balance of all accounts for the CORN,
CANE, SOYB, and WEAT Funds at Mascoma Savings Bank, including two
checking accounts as well as a Promontory Insured Cash Sweep
account for each Fund, was drawn to $0. On October 24, 2018, each
account was closed and the relationship with Mascoma Savings Bguank
was terminated in an effort to increase efficiency in Treasury
Management. Interest was paid to date prior to the closing of the
accounts. The Sponsor has no expected additional outstanding
obligations with Mascoma Savings Bank.
On
November 1, 2018, the Sponsor executed a consulting agreement with
Foreside Consulting Services, LLC to provide NFA Compliance Support
to the commodity pools managed by the Sponsor. For these services,
Foreside will receive $60,000 per year, to be paid monthly. The
total obligation for the remainder of 2018 will be $5,000 paid in
November and $5,000 paid in December.
The
total net assets of the Teucrium Sugar Fund decreased by $2,742,453
or 18% for the period from September 30, 2018 through November 7,
2018. This was driven by a 29% decrease in the shares outstanding
and offset by a 15% increase in the net asset value per
share.
25
TEUCRIUM CORN FUND
|
September 30, 2018
|
December 31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash
and cash equivalents
|
$66,840,178
|
$63,139,461
|
Interest
receivable
|
22
|
73
|
Other
assets
|
4,789
|
2,772
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
10,587
|
120,487
|
Due
from broker
|
3,333,846
|
3,703,896
|
Total
equity in trading accounts
|
3,344,433
|
3,824,383
|
Total
assets
|
70,189,422
|
66,966,689
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
55,223
|
55,432
|
Cash
equivalent payable
|
2,494,729
|
-
|
Other
liabilities
|
108,457
|
47,728
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
1,801,650
|
1,962,050
|
Total
liabilities
|
4,460,059
|
2,065,210
|
|
|
|
Net assets
|
$65,729,363
|
$64,901,479
|
|
|
|
Shares outstanding
|
4,150,004
|
3,875,004
|
|
|
|
Net asset value per share
|
$15.84
|
$16.75
|
|
|
|
Market value per share
|
$15.87
|
$16.77
|
The accompanying notes are an integral part of
these financial statements.
26
TEUCRIUM CORN FUND
September 30,
2018
(Unaudited)
(Unaudited)
Description: Assets
|
Fair Value
|
Percentage of
Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$116)
|
$116
|
0.00%
|
116
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
Enbridge
Energy Partners, L.P. 2.86% (cost: $2,486,833 due
10/05/2018)
|
$2,499,214
|
3.80%
|
2,500,000
|
Enbridge Energy
Partners, L.P. 2.86% (cost: $2,488,405 due 10/12/2018)
|
2,497,838
|
3.80
|
2,500,000
|
Energy Transfer
Partners, L.P. 2.57% (cost: $4,994,688 due 10/10/2018)
|
4,996,812
|
7.60
|
5,000,000
|
Energy Transfer
Partners, L.P. 2.55% (cost: $2,495,432 due 10/22/2018)
|
2,496,311
|
3.80
|
2,500,000
|
General Motors
Financial Company, Inc. 2.42% (cost: $2,489,833 due
10/01/2018)
|
2,500,000
|
3.81
|
2,500,000
|
General Motors
Financial Company, Inc. 2.42% (cost: $2,490,333 due
10/04/2018)
|
2,499,500
|
3.80
|
2,500,000
|
General Motors
Financial Company, Inc. 2.53% (cost: $2,489,716 due
11/26/2018)
|
2,490,239
|
3.79
|
2,500,000
|
Royal Caribbean
Cruise Ltd. 2.55% (cost: $2,494,729 due 10/31/2018)
|
2,494,729
|
3.80
|
2,500,000
|
Royal Caribbean
Cruise Ltd. 2.52% (cost: $7,482,812 due 10/23/2018)
|
7,488,542
|
11.39
|
7,500,000
|
The Williams
Companies, Inc 2.39% (cost: $2,498,519 due 10/03/2018)
|
2,499,671
|
3.80
|
2,500,000
|
The Williams
Companies, Inc 2.65% (cost: $2,490,611 due 10/18/2018)
|
2,496,931
|
3.80
|
2,500,000
|
Total Commercial
Paper (cost: $34,901,911)
|
$34,959,787
|
53.19%
|
|
Total
Cash Equivalents
|
$34,959,903
|
53.19%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT
corn futures MAR19 (1,250 contracts)
|
$10,587
|
0.02%
|
$23,000,000
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United States corn
futures contracts
|
|
|
|
CBOT corn futures
MAY19 (1,050 contracts)
|
$246,675
|
0.37%
|
$19,726,875
|
CBOT corn futures
DEC19 (1,177 contracts)
|
1,554,975
|
2.37
|
23,025,063
|
Total commodity
futures contracts
|
$1,801,650
|
2.74%
|
$42,751,938
|
The accompanying notes are an integral part of
these financial statements.
27
TEUCRIUM CORN FUND
SCHEDULE OF INVESTMENTS
December 31,
2017
|
|
|
|
Description: Assets
|
Fair Value
|
Percentage of
Net Assets |
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$100)
|
$100
|
0.00%
|
100
|
Blackrock
FedFund - Institutional Class (cost $70)
|
70
|
0.00
|
70
|
Total
money market funds
|
$170
|
0.00%
|
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
Boston
Scientific Corporation 1.71% (cost: $2,496,104 due
1/16/2018)
|
$2,498,229
|
3.85%
|
2,500,000
|
Canadian
Natural Resources Limited 1.76% (cost: $2,495,017 due
1/31/2018)
|
2,496,354
|
3.85
|
2,500,000
|
E.
I. du Pont de Nemours and Company 1.67% (cost: $2,490,778 due
3/5/2018)
|
2,492,737
|
3.84
|
2,500,000
|
Enbridge
Energy Partners, L.P. 2.20% (cost: $2,488,490 due
3/5/2018)
|
2,490,459
|
3.84
|
2,500,000
|
Equifax
Inc. 1.71% (cost: $2,493,979 due 1/5/2018)
|
2,499,528
|
3.85
|
2,500,000
|
Ford
Motor Credit Company LLC 1.41% (cost: $2,491,250 due
1/10/2018)
|
2,499,125
|
3.85
|
2,500,000
|
Glencore
Funding LLC 1.42% (cost: $2,491,248 due 1/17/2018)
|
2,498,427
|
3.85
|
2,500,000
|
HP
Inc. 1.65% (cost: $2,496,014 due 1/22/2018)
|
2,497,608
|
3.85
|
2,500,000
|
Oneok,
Inc. 1.75% (cost: $2,497,342 due 1/5/2018)
|
2,499,517
|
3.85
|
2,500,000
|
VW
Credit, Inc. 1.61% (cost: $2,490,000 due 3/6/2018)
|
2,492,889
|
3.84
|
2,500,000
|
Total
Commercial Paper (cost: $24,930,222)
|
$24,964,873
|
38.47%
|
|
Total
Cash Equivalents
|
$24,965,043
|
38.47%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT
corn futures JUL18 (1,060 contracts)
|
$120,487
|
0.19%
|
$19,464,250
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT
corn futures MAY18 (1,265 contracts)
|
$821,825
|
1.27%
|
$22,706,750
|
CBOT
corn futures DEC18 (1,184 contracts)
|
1,140,225
|
1.76
|
22,732,800
|
Total
commodity futures contracts
|
$1,962,050
|
3.03%
|
$45,439,550
|
The accompanying notes are an integral part of
these financial statements.
28
TEUCRIUM CORN FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
Income
|
|
|
|
|
Realized
and unrealized gain (loss) on trading of commodity futures
contracts:
|
|
|
|
|
Realized
loss on commodity futures contracts
|
$(6,989,488)
|
$(1,616,988)
|
$(3,818,950)
|
$(2,064,200)
|
Net
change in unrealized appreciation or (depreciation) on commodity
futures contracts
|
4,859,838
|
(3,363,975)
|
50,500
|
(969,000)
|
Interest
income
|
402,187
|
217,130
|
1,083,119
|
549,003
|
Total
loss
|
(1,727,463)
|
(4,763,833)
|
(2,685,331)
|
(2,484,197)
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management
fees
|
180,923
|
167,636
|
542,002
|
516,610
|
Professional
fees
|
120,206
|
134,545
|
368,209
|
443,246
|
Distribution
and marketing fees
|
290,639
|
317,813
|
898,125
|
914,110
|
Custodian
fees and expenses
|
29,336
|
38,350
|
88,517
|
120,725
|
Business
permits and licenses fees
|
1,215
|
5,911
|
21,886
|
22,140
|
General
and administrative expenses
|
22,648
|
32,968
|
88,303
|
104,600
|
Brokerage
commissions
|
25,560
|
22,225
|
66,870
|
64,450
|
Other
expenses
|
13,099
|
10,224
|
35,331
|
31,085
|
Total
expenses
|
683,626
|
729,672
|
2,109,243
|
2,216,966
|
|
|
|
|
|
Expenses
waived by the Sponsor
|
(32,123)
|
(95,836)
|
(170,846)
|
(264,656)
|
|
|
|
|
|
Total expenses, net
|
651,503
|
633,836
|
1,938,397
|
1,952,310
|
|
|
|
|
|
Net loss
|
$(2,378,966)
|
$(5,397,669)
|
$(4,623,728)
|
$(4,436,507)
|
|
|
|
|
|
Net
loss per share
|
$(0.59)
|
$(1.49)
|
$(0.91)
|
$(1.17)
|
Net
loss per weighted average share
|
$(0.54)
|
$(1.48)
|
$(1.09)
|
$(1.21)
|
Weighted
average shares outstanding
|
4,411,417
|
3,640,221
|
4,242,220
|
3,665,114
|
The accompanying notes are an integral part of
these financial statements.
29
TEUCRIUM CORN FUND
(Unaudited)
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
Operations
|
|
|
Net
loss
|
$(4,623,728)
|
$(4,436,507)
|
Capital
transactions
|
|
|
Issuance
of Shares
|
24,842,540
|
23,479,448
|
Redemption
of Shares
|
(19,390,928)
|
(24,928,825)
|
Total
capital transactions
|
5,451,612
|
(1,449,377)
|
Net
change in net assets
|
827,884
|
(5,885,884)
|
|
|
|
Net assets, beginning of period
|
$64,901,479
|
$73,213,541
|
|
|
|
Net assets, end of period
|
$65,729,363
|
$67,327,657
|
|
|
|
Net asset value per share at beginning of period
|
$16.75
|
$18.77
|
|
|
|
Net asset value per share at end of period
|
$15.84
|
$17.60
|
|
|
|
Creation
of Shares
|
1,425,000
|
1,225,000
|
Redemption
of Shares
|
1,150,000
|
1,300,000
|
The accompanying notes are an integral part of
these financial statements.
30
TEUCRIUM CORN FUND
(Unaudited)
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
Cash flows from operating activities:
|
|
|
Net
loss
|
$(4,623,728)
|
$(4,436,507)
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
Net
change in unrealized (appreciation) or depreciation on commodity
futures contracts
|
(50,500)
|
969,000
|
Changes in operating assets and liabilities:
|
|
|
Due
from broker
|
370,050
|
(384,234)
|
Interest
receivable
|
51
|
137
|
Other
assets
|
(2,017)
|
(17,141)
|
Management
fee payable to Sponsor
|
(209)
|
(9,808)
|
Cash equivalent payable
|
2,494,729
|
-
|
Other
liabilities
|
60,729
|
7,990
|
Net
cash used in operating activities
|
(1,750,895)
|
(3,870,563)
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds
from sale of Shares
|
24,842,540
|
23,479,448
|
Redemption
of Shares
|
(19,390,928)
|
(24,928,825)
|
Net
cash provided by (used in) financing activities
|
5,451,612
|
(1,449,377)
|
|
|
|
Net change in cash and cash equivalents
|
3,700,717
|
(5,319,940)
|
Cash and cash equivalents, beginning of period
|
63,139,461
|
69,072,284
|
Cash and cash equivalents, end of period
|
$66,840,178
|
$63,752,344
|
The accompanying notes are an integral part of
these financial statements.
31
September 30, 2018
(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’ Net Asset Value (“NAV”) reflect
the daily changes in percentage terms of a weighted average of the
closing settlement prices for three futures contracts for corn
(“Corn Futures Contracts”) that are traded on the
Chicago Board of Trade (“CBOT”):
CORN Benchmark
CBOT Corn
Futures Contract
|
Weighting
|
Second to expire
|
35%
|
Third
to expire
|
30%
|
December following the third
to expire
|
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 ("CPO") registered with the Commodity
Futures Trading Commission (the "CFTC") effective November 10,
2009. The Sponsor registered as a Commodity Trading Advisor ("CTA")
with the CFTC effective September 8, 2017.
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. The current registration statement for CORN was declared
effective by the SEC on April 29, 2016.
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, 2018 are not
necessarily indicative of the results to be expected for the full
year ending December 31, 2018.
Subject to the
terms of the Trust Agreement, Teucrium Trading, LLC, in its
capacity as the Sponsor (“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.
32
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.
U.S. Bank N.A. is a Wisconsin state chartered bank subject to
regulation by the Board of Governors of the Federal Reserve System
and the Wisconsin State Banking Department. The principal address
for U.S. Bancorp Fund Services, LLC (“USBFS”) is 615 E.
Michigan Street, Milwaukee, WI 53202. In addition, effective on the
Conversion Date, 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.
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. These services are recorded in custodian
fees and expenses on the statements of operations. A summary of
these expenses is included below.
The Sponsor
employs Foreside Fund Services, LLC (“Foreside” or the
“Distributor”) as the Distributor for the Funds. The
Distribution Services Agreement among the Distributor and the
Sponsor 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. These services are recorded in
distribution and marketing fees on the statements of operations. A
summary of these expenses is included
below.
ED&F Man
Capital Markets, Inc. (“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 is paid $9.00 per round turn. These
expenses are recorded in
brokerage commissions on the statements of operations. A summary of
these expenses is included below.
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. These
services are recorded in business permits and licenses fees on the
statements of operations. A summary of these expenses is included
below.
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Amount
Recognized for Custody Services
|
$29,336
|
$38,350
|
$88,517
|
$120,725
|
Amount
of Custody Services Waived
|
$-
|
$-
|
$762
|
$-
|
|
|
|
|
|
Amount
Recognized for Distribution Services
|
$14,791
|
$18,753
|
$47,888
|
$63,665
|
Amount
of Distribution Services Waived
|
$4,781
|
$5,191
|
$8,460
|
$16,227
|
|
|
|
|
|
Amount
Recognized for Brokerage Commissions
|
$25,560
|
$22,225
|
$66,870
|
$64,450
|
Amount
of Brokerage Commissions Waived
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
Amount
Recognized for Wilmington Trust
|
$1,124
|
$1,311
|
$1,124
|
$1,311
|
Amount
of Wilmington Trust Waived
|
$-
|
$1,311
|
$-
|
$1,311
|
33
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.
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 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 statements of
operations. Interest on cash equivalents with financial
institutions are recognized on the accrual basis. The Funds earn
interest on funds held at the custodian and other financial
institutions at prevailing market rates for such
investments.
Beginning in
October 2017, the Sponsor began investing a portion of cash in
commercial paper, which is deemed a cash equivalent based on the
rating and duration of contracts as described in the notes to the
financial statements and reflected in cash and cash equivalents on
the statements of assets and liabilities and statements of cash
flows. Accretion on these investments are recognized using the
effective interest method in U.S. dollars and included in interest
income on the statements of operations.
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 2015 to 2017,
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, 2018 and for the
years ended December 31, 2017, 2016, and 2015. 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 income tax fees payable, if
assessed. No interest expense or penalties have been recognized as
of and for the three and nine months ended September 30, 2018 and
2017.
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. In the opinion of the Sponsor,
the 2017 Tax Cuts and Jobs Act, will not have a significant impact
on the Fund and did not have a significant impact on the financial
statements of the Fund.
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.
34
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. If
the Fund experienced redemptions that caused the number of Shares
outstanding to decrease to the minimum level of Shares required to
be outstanding, until the minimum number of Shares is again
exceeded through the purchase of a new Creation Basket, there can
be no more redemptions by an Authorized Purchaser.
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 Trust reported its cash equivalents
in the combined 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
that is a series of the Trust has the balance of its cash
equivalents on deposit with financial institutions. The Trust holds
a balance in money market funds that is 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. Assets deposited with the bank may, at times,
exceed federally insured limits. Effective in the fourth quarter
2017, the Sponsor invested a portion of the available cash for the
Funds in investment grade commercial paper with durations of 90
days or less, which is classified as a cash equivalent and is not
FDIC insured. Effective in the third quarter 2018, the Sponsor
invested a portion of the available cash for the Funds in a
Promontory Insured Cash Sweep ("ICS") product, which is classified
as cash and not a cash equivalent. The entire balance held in the
Promontory Insured Cash Sweep product is FDIC insured. As of
December 31, 2017, the balance for restricted cash held in custody
at the Bank of New York Mellon was
$0.
|
September
30, 2018
|
September
30, 2017
|
December
31, 2017
|
Money
Market Funds
|
$116
|
$558,225
|
$170
|
Demand
Deposit Savings Accounts
|
$26,869,308
|
$63,195,008
|
$38,174,688
|
Commercial
Paper
|
$34,959,787
|
$-
|
$24,964,873
|
Promontory
ICS Deposits
|
$5,011,129
|
$-
|
$-
|
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.
35
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,
USBFS, 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 accounting, financial reporting, 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, formerly the National
Association of Securities Dealers, or any other regulatory agency
in connection with the offer and sale of subsequent Shares after
its initial registration and all legal, accounting, printing and
other expenses associated therewith. The Fund also pays its portion
of the fees and expenses associated with the Trust’s tax
accounting and reporting requirements. Certain aggregate expenses
common to all Funds 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 accounting
and financial reporting, regulatory compliance, and trading
activities that are directly attributable to the Fund. Such
expenses are primarily recorded as distribution and marketing fees
on the statement of operations. All asset-based fees and expenses
for the Funds are calculated on the prior day’s net
assets.
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Recognized
Related Party Transactions
|
$172,620
|
$198,999
|
$728,146
|
$825,189
|
Waived
Related Party Transactions
|
$11,429
|
$68,457
|
$82,258
|
$164,203
|
36
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.
The Sponsor has determined that there would be no recovery sought
for the amounts below in any future period:
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Expenses
waived by the Sponsor
|
$32,123
|
$95,836
|
$170,846
|
$264,656
|
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,
2018 and December 31, 2017, 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 periods being
reported.
37
For the nine months
ended September 30, 2018 and for the year ended December 31, 2017,
the Fund 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 units outstanding was computed for
purposes of disclosing net income (loss) per weighted average unit.
The weighted average units are equal to the number of units
outstanding at the end of the period, adjusted proportionately for
units created or redeemed based on the amount of time the units
were outstanding during such period.
New Accounting
Pronouncements
The
Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 2018-13:
“Fair Value Measurement (Topic 820): Disclosure Framework
– Changes to the Disclosure Requirements for Fair Value
Measurement. These amendments modify public and private company
fair value disclosure requirements. While some disclosures were
removed or modified, others were added. The guidance is a result of
the FASB’s test of the principals developed to improve the
effectiveness of disclosures in the notes to the financial
statements. The amendments will be effective for fiscal years and
interim periods beginning after December 15, 2019 and may be
adopted early. The Sponsor is evaluating the impacts, specifically,
the removal, modification and addition to the fair value
disclosures of the Trust or the Fund.
The
FASB issued ASU 2018-05, “Income Taxes (Topic 740):
Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting
Bulletin No. 118." These amendments add guidance to the FASB
Accounting Standards Codification regarding the Tax Cuts and Jobs
Act (Act). The amendments were adopted for the quarter ended March
31, 2018; the adoption did not have a material impact on the
financial statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2018-03: “Technical Corrections and
Improvements to Financial Instruments—Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and
Financial Liabilities, that clarifies the guidance in ASU No.
2016-01, Financial Instruments—Overall (Subtopic
825-10).” These amendments clarify the guidance in ASU No.
2016-01 on issues related to Fair Value and Forward Contracts and
Purchased Options. The amendments are effective for fiscal years
beginning after December 15, 2017. The adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2017-13, “Revenue Recognition (Topic 605),
Leases (Topic 840), and Leases (Topic 842): Amendments to SEC
Paragraphs Pursuant to the Staff Announcement at the July 20, 2017
EITF Meeting and Rescission of Prior SEC Staff Announcements and
Observer Comments”. The amendment amends the early adoption
date option for certain companies related to adoption of ASU No.
2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not
object to a public business entity that otherwise would not meet
the definition of a public business entity except for a requirement
to include or the inclusion of its financial statements or
financial information in another entity’s filing with the SEC
adopting ASC Topic 842 for fiscal years beginning after December
15, 2019, and interim periods within fiscal years beginning after
December 15, 2020. This amendment is not expected to have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2017-12, “Derivatives and Hedging (Topic
815): Targeted Improvements to Accounting for Hedging
Activities”. These amendments refine and expand hedge
accounting for both financial (e.g., interest rate) and commodity
risks. Its provisions create more transparency around how economic
results are presented, both on the face of the financial statements
and in the footnotes. It also makes certain targeted improvements
to simplify the application of hedge accounting guidance. The
amendments are effective for public companies for fiscal years
beginning after December 15, 2018. This amendment is not expected
to have any impact on the financial statements and disclosures of
the Trust or the Fund.
The
FASB issued ASU 2017-03, “Accounting Changes and Error
Corrections (Topic 250) and Investments – Equity Method and
Joint Ventures (Topic 323)”. These amendments require
disclosure of the impact that recently issued accounting standards
will have on the financial statements of a registrant when such
standards are adopted in a future period. The amendments were
adopted for the quarter ended March 31, 2017; the adoption did not
have a material impact on the financial statements and disclosures
of the Trust or the Fund.
38
The
FASB issued ASU 2017-01, “Business Combinations (Topic 805):
Clarifying the Definition of a Business”. The amendments are
intended to help companies and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals)
of assets or businesses. The amendments are effective for public
companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. The adoption did
not have a material impact on the financial statements and
disclosures of the Trust or the Fund.
The
FASB issued ASU 2016-18, “Statement of Cash Flows (Topic
230)”. The amendments in this update require that a statement
of cash flows explain the change during the period in the total of
cash, cash equivalents, and amounts generally described as
restricted cash or restricted cash equivalents. Therefore, amounts
generally described as restricted cash and restricted cash
equivalents should be included with cash and cash equivalents when
reconciling the beginning of period and end of period total amounts
shown on the statement of cash flows. The amendments are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. The Sponsor elected to early
adopt ASU 2016-18 for the year ending December 31, 2017 and the
adoption did not have a material impact on the financial statements
and disclosures of the Trust or the Fund.
The
FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts
with Customers (Topic 606),” which replaces the revenue
recognition requirements of “Revenue Recognition (Topic
605).” This ASU is based on the principle that revenue is
recognized to depict the transfer of goods and services to
customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or
services. This ASU provides new and more detailed guidance on
specific topics and expands and improves disclosures about revenue.
In August 2015, the FASB issued ASU 2015-14 which defers the
effective date of ASU 2014-09 by one year to fiscal years beginning
after December 15, 2017. ASU 2015-14 also permits early adoption of
ASU 2014-09, but not before the original effective date, which was
for fiscal years beginning after December 15, 2016. The Trust and
the Fund record income or loss from the recognition and measurement
of futures contracts and from interest income under Subtopic
825-10. Revenue from financial instruments which are valued under
Subtopic 825 will not be subject to the application of ASU 2014-09
and 2015-14. The Sponsor elected to adopt the amendments for the
fiscal year ending December 31, 2017. The adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and
Derivatives and Hedging (Topic 815): Rescission of SEC Guidance
Because of Accounting Standards Updates 2014-09 and 2014-16
Pursuant to Staff Announcements at the March 3, 2016 EITF
Meeting”. The amendments make targeted improvements to
clarify the principal versus agent assessment and are intended to
make the guidance more operable and lead to more consistent
application. The Trust and the Fund record income or loss from the
recognition and measurement of futures contracts and from interest
income under Subtopic 825-10. Revenue from financial instruments
which are valued under Subtopic 825 will not be subject to the
application of ASU 2016-11. The Sponsor elected to adopt ASU
2016-11 for the year ending December 31, 2017. The adoption did not
have a material impact on the financial statements and disclosures
of the Trust or the Fund.
The
FASB issued ASU 2016-02, “Leases (Topic 842).” The
amendments in this update increase transparency and comparability
among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information
about leasing arrangements. The amendments in this update are
effective for fiscal years beginning after December 15, 2018. This
standard is not expected to have a material impact on the financial
statements and disclosures of the Trust or the Fund.
The
FASB issued ASU 2016-01, “Financial Instruments-Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities.” The amendments in this update are
intended to improve the recognitions measurement and disclosure of
financial instruments. The amendments to this update are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. These amendments are required to
be applied prospectively. The adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
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 2. The following table
presents information about the Fund’s assets and liabilities
measured at fair value as of September 30, 2018 and December 31,
2017:
39
September 30, 2018
Assets
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
September
30, 2018
|
Cash
equivalents
|
$34,959,903
|
$-
|
$-
|
$34,959,903
|
Corn
futures contracts
|
10,587
|
-
|
-
|
10,587
|
Total
|
$34,970,490
|
$-
|
$-
|
$34,970,490
|
|
|
|
|
|
Liabilities
|
Level 1
|
Level
2
|
Level
3
|
Balance
as of
September
30, 2018
|
Corn
futures contracts
|
$1,801,650
|
$-
|
$-
|
$1,801,650
|
December 31, 2017
Assets
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2018
|
Cash
equivalents
|
$24,965,043
|
$-
|
$-
|
$24,965,043
|
Corn
futures contracts
|
120,487
|
-
|
-
|
120,487
|
Total
|
$25,085,530
|
$-
|
$-
|
$25,085,530
|
|
|
|
|
|
Liabilities
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2018
|
Corn
futures contracts
|
$1,962,050
|
$-
|
$-
|
$1,962,050
|
For the nine months
ended September 30, 2018 and year ended December 31, 2017, 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 nine months ended
September 30, 2018 and year ended December 31, 2017, the Fund
invested only in commodity futures contracts.
40
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, 2018 and December 31,
2017.
Offsetting of Financial Assets and Derivative
Assets as of September 30, 2018
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Assets
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due to Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Corn futures contracts
|
$
10,587
|
$
-
|
$
10,587
|
$
10,587
|
$
-
|
$
-
|
Offsetting of Financial Liabilities and
Derivative Liabilities as of September 30, 2018
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Liabilities
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due from Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Corn futures contracts
|
$
1,801,650
|
$
-
|
$
1,801,650
|
$
10,587
|
$
1,791,063
|
$
-
|
Offsetting of Financial Assets and Derivative
Asssets as of December 31, 2017
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Assets
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due to Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Corn futures contracts
|
$
120,487
|
$
-
|
$
120,487
|
$
120,487
|
$
-
|
$
-
|
41
Offsetting of Financial Liabilities and
Derivative Liabilities as of December 31, 2017
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Liabilities
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due from Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Corn futures contracts
|
$
1,962,050
|
$
-
|
$
1,962,050
|
$
120,487
|
$
1,841,563
|
$
-
|
The following
tables identify the net gain and loss amounts included in the
statements of operations as realized and unrealized gains and
losses on trading of commodity futures contracts categorized by
primary underlying risk:
Three months ended September 30,
2018
Primary Underlying Risk
|
Realized Loss on
Commodity Futures Contracts |
Net Change in Unrealized
Appreciation on Commodity Futures Contracts |
Commodity
Price
|
|
|
Corn futures contracts
|
$(6,989,488)
|
$4,859,838
|
Three months ended September 30,
2017
Primary Underlying Risk
|
Realized Loss on
Commodity Futures Contracts |
Net Change in Unrealized
Depreciation on Commodity Futures Contracts |
Commodity
Price
|
|
|
Corn futures
contracts
|
$(1,616,988)
|
$(3,363,975)
|
42
Nine months ended September 30,
2018
Primary Underlying Risk
|
Realized Loss on
Commodity Futures Contracts |
Net Change in Unrealized
Appreciation on Commodity Futures Contracts |
Commodity
Price
|
|
|
Corn futures contracts
|
$(3,818,950)
|
$50,500
|
Nine months ended September 30,
2017
Primary Underlying Risk
|
Realized Loss on
Commodity Futures Contracts |
Net Change in Unrealized
Depreciation on Commodity Futures Contracts |
Commodity
Price
|
|
|
Corn futures contracts
|
$(2,064,200)
|
$(969,000)
|
Volume of
Derivative Activities
The average
notional market value categorized by primary underlying risk for
the futures contracts held was $70.9 million and $71.4 million for
the three and nine months ended September 30, 2018 and $67.0
million and $68.8 million for the three and nine months ended
September 30, 2017.
43
Note 6 –
Financial Highlights
The following
tables present per unit performance data and other supplemental
financial data for the three and nine months ended September 30,
2018 and 2017. 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
|
|
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
Per Share Operation Performance
|
|
|
|
|
Net
asset value at beginning of period
|
$16.43
|
$19.09
|
$16.75
|
$18.77
|
Income
from investment operations:
|
|
|
|
|
Investment
income
|
0.09
|
0.06
|
0.26
|
0.15
|
Net
realized and unrealized loss on commodity futures
contracts
|
(0.53)
|
(1.38)
|
(0.71)
|
(0.79)
|
Total
expenses, net
|
(0.15)
|
(0.17)
|
(0.46)
|
(0.53)
|
Net
decrease in net asset value
|
(0.59)
|
(1.49)
|
(0.91)
|
(1.17)
|
Net
asset value at end of period
|
$15.84
|
$17.60
|
$15.84
|
$17.60
|
Total Return
|
(3.59)%
|
(7.81)%
|
(5.43)%
|
(6.23)%
|
Ratios to Average Net Assets (Annualized)
|
|
|
|
|
Total
expenses
|
3.78%
|
4.35%
|
3.89%
|
4.29%
|
Total
expenses, net
|
3.60%
|
3.78%
|
3.58%
|
3.78%
|
Net
investment loss
|
(1.38)%
|
(2.49)%
|
(1.58)%
|
(2.72)%
|
The financial
highlights per share data are calculated consistent with the
methodology used to calculate asset-based fees and
expenses.
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 financial statements for the quarter-ended September
30, 2018 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 November 1,
2018, the Sponsor executed a consulting agreement with Foreside
Consulting Services, LLC to provide NFA Compliance Support to the
commodity pools managed by the Sponsor. For these services,
Foreside will receive $60,000 per year, to be paid monthly. The
total obligation for the remainder of 2018 will be $5,000 paid in
November and $5,000 paid in December.
On
October 23, 2018, the balance of all accounts for the CORN Fund at
Mascoma Savings Bank, including two checking accounts as well as a
Promontory Insured Cash Sweep account, was drawn to $0. On October
24, 2018, each account was closed and the relationship with Mascoma
Savings bank was terminated in an effort to increase efficiency in
Treasury Management. Interest was paid to date prior to the closing
of the accounts. The Sponsor has no expected additional outstanding
obligations with Mascoma Savings Bank.
44
TEUCRIUM SOYBEAN FUND
|
September 30, 2018
|
December 31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash
and cash equivalents
|
$27,812,619
|
$9,942,185
|
Interest
receivable
|
9
|
22
|
Other
assets
|
1,131
|
1,839
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
61,875
|
-
|
Due
from broker
|
2,416,214
|
789,636
|
Total
equity in trading accounts
|
2,478,089
|
789,636
|
Total
assets
|
30,291,848
|
10,733,682
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
23,579
|
12,111
|
Other
liabilities
|
114,937
|
9,483
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
1,256,013
|
448,063
|
Total
liabilities
|
1,394,529
|
469,657
|
|
|
|
Net assets
|
$28,897,319
|
$10,264,025
|
|
|
|
Shares outstanding
|
1,825,004
|
575,004
|
|
|
|
Net asset value per share
|
$15.83
|
$17.85
|
|
|
|
Market value per share
|
$15.85
|
$17.88
|
The accompanying notes are an integral part of
these financial statements.
45
SCHEDULE OF
INVESTMENTS
September 30,
2018
(Unaudited)
|
|
Percentage of
|
|
Description: Assets
|
Fair Value
|
Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$121)
|
$121
|
0.00%
|
121
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
Enbridge
Energy Partners, L.P. 2.86% (cost: $2,488,405 due
10/12/2018)
|
$2,497,838
|
8.64%
|
2,500,000
|
Energy
Transfer Partners, L.P. 2.55% (cost: $7,486,296 due
10/22/2018)
|
7,488,932
|
25.92
|
7,500,000
|
The
Williams Companies, Inc. 2.65% (cost: $2,490,611 due
10/18/2018)
|
2,496,930
|
8.64
|
2,500,000
|
Total
Commercial Paper (cost: $12,465,312)
|
$12,483,700
|
43.20%
|
|
Total
Cash Equivalents
|
$12,483,821
|
43.20%
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States soybean futures contracts
|
|
|
|
CBOT
soybean futures MAR19 (198 contracts)
|
$61,875
|
0.21%
|
$8,640,225
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States soybean futures contracts
|
|
|
|
CBOT
soybean futures JAN19 (235 contracts)
|
$889,175
|
3.08%
|
$10,099,125
|
CBOT
soybean futures NOV19 (223 contracts)
|
366,838
|
1.27
|
10,168,800
|
Total
commodity futures contracts
|
$1,256,013
|
4.35%
|
$20,267,925
|
The accompanying notes are an integral part of
these financial statements.
46
TEUCRIUM SOYBEAN FUND
SCHEDULE OF
INVESTMENTS
December 31,
2017
|
|
|
|
Description: Assets
|
Fair Value
|
Percentage of
Net Assets |
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$100)
|
$100
|
0.00%
|
100
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States soybean futures contracts
|
|
|
|
CBOT soybean futures MAR18 (75 contracts)
|
$174,063
|
1.70%
|
$3,606,563
|
CBOT soybean futures MAY18 (63 contracts)
|
152,338
|
1.48
|
3,064,950
|
CBOT soybean futures NOV18 (74 contracts)
|
121,662
|
1.19
|
3,610,275
|
Total
commodity futures contracts
|
$448,063
|
4.37%
|
$10,281,788
|
The accompanying notes are an integral part of
these financial statements.
47
TEUCRIUM SOYBEAN FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
Income
|
|
|
|
|
Realized
and unrealized (loss) gain on trading of commodity futures
contracts:
|
|
|
|
|
Realized
(loss) gain on commodity futures contracts
|
$(1,270,462)
|
$(24,025)
|
$(1,350,475)
|
$7,475
|
Net
change in unrealized appreciation or (depreciation) on commodity
futures contracts
|
827,925
|
241,863
|
(746,075)
|
(210,300)
|
Interest
income
|
149,890
|
39,234
|
280,547
|
96,402
|
Total
(loss) income
|
(292,647)
|
257,072
|
(1,816,003)
|
(106,423)
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management
fees
|
68,079
|
30,157
|
138,836
|
90,382
|
Professional
fees
|
97,107
|
39,502
|
192,810
|
106,251
|
Distribution
and marketing fees
|
182,508
|
54,527
|
402,339
|
134,724
|
Custodian
fees and expenses
|
32,025
|
7,908
|
53,261
|
18,479
|
Business
permits and licenses fees
|
10,893
|
4,223
|
27,738
|
13,759
|
General
and administrative expenses
|
19,439
|
6,515
|
37,027
|
17,354
|
Brokerage
commissions
|
5,500
|
2,007
|
11,138
|
5,406
|
Other
expenses
|
9,351
|
2,613
|
17,886
|
6,348
|
Total
expenses
|
424,902
|
147,452
|
881,035
|
392,703
|
|
|
|
|
|
Expenses
waived by the Sponsor
|
(163,478)
|
(31,348)
|
(347,905)
|
(58,457)
|
|
|
|
|
|
Total expenses, net
|
261,424
|
116,104
|
533,130
|
334,246
|
|
|
|
|
|
Net (loss) Income
|
$(554,071)
|
$140,968
|
$(2,349,133)
|
$(440,669)
|
|
|
|
|
|
Net
(loss) income per share
|
$(0.39)
|
$0.23
|
$(2.02)
|
$(0.75)
|
Net
(loss) income per weighted average share
|
$(0.33)
|
$0.22
|
$(2.17)
|
$(0.68)
|
Weighted
average shares outstanding
|
1,685,602
|
650,004
|
1,081,506
|
649,638
|
The accompanying notes are an integral part of
these financial statements.
48
TEUCRIUM SOYBEAN FUND
STATEMENTS OF CHANGES IN NET
ASSETS
(Unaudited)
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
Operations
|
|
|
Net
loss
|
$(2,349,133)
|
$(440,669)
|
Capital
transactions
|
|
|
Issuance
of Shares
|
23,930,870
|
11,934,318
|
Redemption
of Shares
|
(2,948,443)
|
(4,208,428)
|
Total
capital transactions
|
20,982,427
|
7,725,890
|
Net
change in net assets
|
18,633,294
|
7,285,221
|
|
|
|
Net assets, beginning of period
|
$10,264,025
|
$12,882,100
|
|
|
|
Net assets, end of period
|
$28,897,319
|
$20,167,321
|
|
|
|
Net asset value per share at beginning of period
|
$17.85
|
$19.08
|
|
|
|
Net asset value per share at end of period
|
$15.83
|
$18.33
|
|
|
|
Creation
of Shares
|
1,425,000
|
650,000
|
Redemption
of Shares
|
175,000
|
225,000
|
The accompanying notes are an integral part of
these financial statements.
49
TEUCRIUM SOYBEAN FUND
(Unaudited)
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
Cash flows from operating activities:
|
|
|
Net
loss
|
$(2,349,133)
|
$(440,669)
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
Net
change in unrealized depreciation on commodity futures
contracts
|
746,075
|
210,300
|
Changes in operating assets and liabilities:
|
|
|
Due
from broker
|
(1,626,578)
|
(633,720)
|
Interest
receivable
|
13
|
(193)
|
Other
assets
|
708
|
(14,047)
|
Management
fee payable to Sponsor
|
11,468
|
(2,026)
|
Other
liabilities
|
105,454
|
(2,371)
|
Net
cash used in operating activities
|
(3,111,993)
|
(882,726)
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds
from sale of Shares
|
23,930,870
|
11,934,318
|
Redemption
of Shares
|
(2,948,443)
|
(4,208,428)
|
Net
cash provided by financing activities
|
20,982,427
|
7,725,890
|
|
|
|
Net change in cash, cash equivalents, and restricted
cash
|
17,870,434
|
6,843,164
|
Cash, cash equivalents, and restricted cash beginning of
period
|
9,942,185
|
12,377,999
|
Cash, cash equivalents, and restricted cash end of
period
|
$27,812,619
|
$19,221,163
|
The accompanying notes are an integral part of
these financial statements.
50
September 30, 2018
(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 perShare 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’ 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
(“Soybeans Futures Contracts”) that are traded on the
Chicago Board of Trade (“CBOT”):
SOYB Benchmark
CBOT
Soybeans Futures Contract
|
Weighting
|
Second to expire (excluding
August & September)
|
35%
|
Third
to expire (excluding August & September)
|
30%
|
Expiring in the November
following the expiration of the third-to-expire
contract
|
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. The Sponsor registered as a Commodity Trading
Advisor ("CTA") with the CFTC effective September 8,
2017.
On June 17,
2011, the initial Form S-1 for SOYB was declared effective by the
SEC. On September 16, 2011, two Creation Baskets were issued
representing 100,000 shares and $2,500,000. On September 19, 2011,
SOYB started trading on the NYSE Arca. The current registration
statements for SOYB wasdeclared effective by the SEC on April 30,
2018. The registration statements for SOYB registered an additional
5,000,000 shares.
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, 2018 are not
necessarily indicative of the results to be expected for the full
year ending December 31, 2018.
Subject to the
terms of the Trust Agreement, Teucrium Trading, LLC, in its
capacity as the Sponsor (“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.
51
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.
U.S. Bank N.A. is a Wisconsin state chartered bank subject to
regulation by the Board of Governors of the Federal Reserve System
and the Wisconsin State Banking Department. The principal address
for U.S. Bancorp Fund Services, LLC (“USBFS”) is 615 E.
Michigan Street, Milwaukee, WI 53202. In addition, effective on the
Conversion Date, 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.
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. These services are recorded in custodian
fees and expenses on the statements of operations. A summary of
these expenses is included below.
The Sponsor
employs Foreside Fund Services, LLC (“Foreside” or the
“Distributor”) as the Distributor for the Funds. The
Distribution Services Agreement among the Distributor and the
Sponsor 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. These services are recorded in
distribution and marketing fees on the statements of operations. A
summary of these expenses is included
below.
ED&F Man
Capital Markets, Inc. (“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 is paid $9.00 per round turn. These
expenses are recorded in
brokerage commissions on the statements of operations. A summary of
these expenses is included below.
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. These
services are recorded in business permits and licenses fees on the
statements of operations. A summary of these expenses is included
below.
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Amount
Recognized for Custody Services
|
$32,025
|
$7,908
|
$53,261
|
$18,479
|
Amount
of Custody Services Waived
|
$17,168
|
$2,074
|
$28,904
|
$2,074
|
|
|
|
|
|
Amount
Recognized for Distribution Services
|
$7,780
|
$3,087
|
$19,614
|
$9,893
|
Amount
of Distribution Services Waived
|
$7,780
|
$1,739
|
$12,313
|
$2,512
|
|
|
|
|
|
Amount
Recognized for Brokerage Commissions
|
$5,500
|
$2,007
|
$11,138
|
$5,406
|
Amount
of Brokerage Commissions Waived
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
Amount
Recognized for Wilmington Trust
|
$711
|
$204
|
$711
|
$204
|
Amount
of Wilmington Trust Waived
|
$-
|
$204
|
$-
|
$204
|
52
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.
In
accordance with ASU 2016-18 issued by the FASB, the presentation of
cash and cash equivalents and restricted cash is disaggregated by
line item on the statements of assets and liabilities and sum to
the total amount of cash, cash equivalents, and restricted cash at
the end of the corresponding period shown in the statements of cash
flows. This update in presentation did not have a material impact
on the financial statements and disclosures of the
Fund.
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 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 statements of
operations. Interest on cash equivalents with financial
institutions are recognized on the accrual basis. The Funds earn
interest on funds held at the custodian and other financial
institutions at prevailing market rates for such
investments.
Beginning
in February 2018, the Sponsor began investing a portion of cash in
commercial paper, which is deemed a cash equivalent based on the
rating and duration of contracts as described in the notes to the
financial statements and reflected in cash and cash equivalents on
the statements of assets and liabilities and in cash, cash
equivalents and restricted cash on the statements of cash flows.
Accretion on these investments are recognized using the effective
interest method in U.S. dollars and included in interest income on
the statements of operations.
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 2015 to 2017,
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, 2018 and for the
years ended December 31, 2017, 2016, and 2015. 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 income tax fees payable, if
assessed. No interest expense or penalties have been recognized as
of and for the three and nine months ended September 30, 2018 and
2017.
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.
53
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. If
the Fund experienced redemptions that caused the number of Shares
outstanding to decrease to the minimum level of Shares required to
be outstanding, until the minimum number of Shares is again
exceeded through the purchase of a new Creation Basket, there can
be no more redemptions by an Authorized Purchaser.
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, Cash
Equivalents, and Restricted Cash
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the combined 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 that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Trust holds a balance in money market funds that is 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. Assets deposited with the bank may, at times, exceed federally insured limits. Effective in the fourth quarter 2017, the Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. Effective in the third quarter 2018, the Sponsor invested a portion of the available cash for the Funds in a Promontory Insured Cash Sweep ("ICS") product, which is classified as cash and not a cash equivalent. The entire balance held in the Promontory Insured Cash Sweep product is FDIC insured.
|
September
30, 2018
|
September
30, 2017
|
December
31, 2017
|
Money
Market Funds
|
$121
|
$1,477,379
|
$100
|
Demand
Deposit Savings Accounts
|
$12,322,264
|
$17,722,329
|
$9,942,111
|
Commercial
Paper
|
$12,483,700
|
$-
|
$-
|
Promontory
ICS Deposits
|
$3,006,677
|
$-
|
$-
|
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 as restricted cash on the financial
statements of the Fund. The following table provides a
reconciliation of cash and cash equivalents, and restricted cash
reported within the statements of assets and liabilities that sum
to the total of the same such amounts shown in the statements of
cash flows.
|
September
30, 2018
|
September
30, 2017
|
December
31, 2017
|
Cash
and cash equivalents
|
$27,812,619
|
$19,199,547
|
$9,942,185
|
Restricted
cash
|
$-
|
$21,616
|
$-
|
Total
cash, cash equivalents, and restricted cash shown in the combined
statements of cash flows
|
$27,812,619
|
$19,221,163
|
$9,942,185
|
54
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,
USBFS, 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.
55
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 accounting, financial reporting, 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, formerly the National
Association of Securities Dealers, or any other regulatory agency
in connection with the offer and sale of subsequent Shares after
its initial registration and all legal, accounting, printing and
other expenses associated therewith. The Fund also pays its portion
of the fees and expenses associated with the Trust’s tax
accounting and reporting requirements. Certain aggregate expenses
common to all Funds 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 accounting
and financial reporting, regulatory compliance, and trading
activities that are directly attributable to the Fund. Such
expenses are primarily recorded as distribution and marketing fees
on the statement of operations. All asset-based fees and expenses
for the Funds are calculated on the prior day’s net
assets.
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Recognized
Related Party Transactions
|
$93,840
|
$32,932
|
$288,392
|
$128,336
|
Waived
Related Party Transactions
|
$65,812
|
$15,760
|
$155,306
|
$24,601
|
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.
The Sponsor has determined that there would be no recovery sought
for the amounts below in any future period:
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Expenses
waived by the Sponsor
|
$163,478
|
$31,348
|
$347,905
|
$58,457
|
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
56
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,
2018 and December 31, 2017, 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 periods being
reported.
For the nine months
ended September 30, 2018 and for the year ended December 31, 2017,
the Fund 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.
57
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”) 2018-13: “Fair Value
Measurement (Topic 820): Disclosure Framework – Changes to
the Disclosure Requirements for Fair Value Measurement. These
amendments modify public and private company fair value disclosure
requirements. While some disclosures were removed or modified,
others were added. The guidance is a result of the FASB’s
test of the principals developed to improve the effectiveness of
disclosures in the notes to the financial statements. The
amendments will be effective for fiscal years and interim periods
beginning after December 15, 2019 and may be adopted early. The
Sponsor is evaluating the impacts, specifically, the removal,
modification and addition to the fair value disclosures of the
Trust or the Fund.
The
FASB issued ASU 2018-05, “Income Taxes (Topic 740):
Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting
Bulletin No. 118." These amendments add guidance to the FASB
Accounting Standards Codification regarding the Tax Cuts and Jobs
Act (Act). The amendments were adopted for the quarter ended March
31, 2018; the adoption did not have a material impact on the
financial statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2018-03: “Technical Corrections and
Improvements to Financial Instruments—Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and
Financial Liabilities, that clarifies the guidance in ASU No.
2016-01, Financial Instruments—Overall (Subtopic
825-10).” These amendments clarify the guidance in ASU No.
2016-01 on issues related to Fair Value and Forward Contracts and
Purchased Options. The amendments are effective for fiscal years
beginning after December 15, 2017. The adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2017-13, “Revenue Recognition (Topic 605),
Leases (Topic 840), and Leases (Topic 842): Amendments to SEC
Paragraphs Pursuant to the Staff Announcement at the July 20, 2017
EITF Meeting and Rescission of Prior SEC Staff Announcements and
Observer Comments”. The amendment amends the early adoption
date option for certain companies related to adoption of ASU No.
2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not
object to a public business entity that otherwise would not meet
the definition of a public business entity except for a requirement
to include or the inclusion of its financial statements or
financial information in another entity’s filing with the SEC
adopting ASC Topic 842 for fiscal years beginning after December
15, 2019, and interim periods within fiscal years beginning after
December 15, 2020. This amendment is not expected to have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2017-12, “Derivatives and Hedging (Topic
815): Targeted Improvements to Accounting for Hedging
Activities”. These amendments refine and expand hedge
accounting for both financial (e.g., interest rate) and commodity
risks. Its provisions create more transparency around how economic
results are presented, both on the face of the financial statements
and in the footnotes. It also makes certain targeted improvements
to simplify the application of hedge accounting guidance. The
amendments are effective for public companies for fiscal years
beginning after December 15, 2018. This amendment is not expected
to have any impact on the financial statements and disclosures of
the Trust or the Fund.
The
FASB issued ASU 2017-03, “Accounting Changes and Error
Corrections (Topic 250) and Investments – Equity Method and
Joint Ventures (Topic 323)”. These amendments require
disclosure of the impact that recently issued accounting standards
will have on the financial statements of a registrant when such
standards are adopted in a future period. The amendments were
adopted for the quarter ended March 31, 2017; the adoption did not
have a material impact on the financial statements and disclosures
of the Trust or the Fund.
The
FASB issued ASU 2017-01, “Business Combinations (Topic 805):
Clarifying the Definition of a Business”. The amendments are
intended to help companies and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals)
of assets or businesses. The amendments are effective for public
companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. The adoption did
not have a material impact on the financial statements and
disclosures of the Trust or the Fund.
The
FASB issued ASU 2016-18, “Statement of Cash Flows (Topic
230)”. The amendments in this update require that a statement
of cash flows explain the change during the period in the total of
cash, cash equivalents, and amounts generally described as
restricted cash or restricted cash equivalents. Therefore, amounts
generally described as restricted cash and restricted cash
equivalents should be included with cash and cash equivalents when
reconciling the beginning of period and end of period total amounts
shown on the statement of cash flows. The amendments are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. The Sponsor elected to early
adopt ASU 2016-18 for the year ending December 31, 2017 and the
adoption did not have a material impact on the financial statements
and disclosures of the Trust or the Fund.
58
The
FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts
with Customers (Topic 606),” which replaces the revenue
recognition requirements of “Revenue Recognition (Topic
605).” This ASU is based on the principle that revenue is
recognized to depict the transfer of goods and services to
customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or
services. This ASU provides new and more detailed guidance on
specific topics and expands and improves disclosures about revenue.
In August 2015, the FASB issued ASU 2015-14 which defers the
effective date of ASU 2014-09 by one year to fiscal years beginning
after December 15, 2017. ASU 2015-14 also permits early adoption of
ASU 2014-09, but not before the original effective date, which was
for fiscal years beginning after December 15, 2016. The Trust and
the Fund record income or loss from the recognition and measurement
of futures contracts and from interest income under Subtopic
825-10. Revenue from financial instruments which are valued under
Subtopic 825 will not be subject to the application of ASU 2014-09
and 2015-14. The Sponsor elected to adopt the amendments for the
fiscal year ending December 31, 2017. The adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and
Derivatives and Hedging (Topic 815): Rescission of SEC Guidance
Because of Accounting Standards Updates 2014-09 and 2014-16
Pursuant to Staff Announcements at the March 3, 2016 EITF
Meeting”. The amendments make targeted improvements to
clarify the principal versus agent assessment and are intended to
make the guidance more operable and lead to more consistent
application. The Trust and the Fund record income or loss from the
recognition and measurement of futures contracts and from interest
income under Subtopic 825-10. Revenue from financial instruments
which are valued under Subtopic 825 will not be subject to the
application of ASU 2016-11. The Sponsor elected to adopt ASU
2016-11 for the year ending December 31, 2017. The adoption did not
have a material impact on the financial statements and disclosures
of the Trust or the Fund.
The
FASB issued ASU 2016-02, “Leases (Topic 842).” The
amendments in this update increase transparency and comparability
among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information
about leasing arrangements. The amendments in this update are
effective for fiscal years beginning after December 15, 2018. This
standard is not expected to have a material impact on the financial
statements and disclosures of the Trust or the Fund.
The
FASB issued ASU 2016-01, “Financial Instruments-Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities.” The amendments in this update are
intended to improve the recognitions measurement and disclosure of
financial instruments. The amendments to this update are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. These amendments are required to
be applied prospectively. The adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
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 2. The following table
presents information about the Fund’s assets and liabilities
measured at fair value as of September 30, 2018 and December 31,
2017:
September 30, 2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
September 30, 2018 |
Cash
equivalents
|
$12,483,821
|
$—
|
$—
|
$12,483,821
|
Soybean futures
contracts
|
61,875
|
—
|
—
|
61,875
|
Total
|
$12,545,696
|
$—
|
$—
|
$12,545,696
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
September 30,
2018
|
Soybean futures
contracts
|
$1,256,013
|
$—
|
$—
|
$1,256,013
|
December 31, 2017
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
December 31,
2017
|
Cash
equivalents
|
$100
|
$—
|
$—
|
$100
|
59
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
December 31,
2017
|
Soybean futures
contracts
|
$448,063
|
$—
|
$—
|
$448,063
|
For the nine months
ended September 30, 2018 and year ended December 31, 2017, 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, 2018 and year ended December 31, 2017, 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, 2018 and December 31,
2017.
Offsetting of Financial Assets and Derivative
Assets as of September 30, 2018
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Assets
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due to Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Soybean futures contracts
|
$
61,875
|
$
-
|
$
61,875
|
$
61,875
|
$
-
|
$
-
|
60
Offsetting of Financial Liabilities and
Derivative Liabilities as of September 30,
2018
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Liabilities
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due from Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Soybean futures contracts
|
$
1,256,013
|
$
-
|
$
1,256,013
|
$
61,875
|
$
1,194,138
|
$
-
|
Offsetting of Financial Liabilities and
Derivative Liabilities as of December 31, 2017
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Liabilities
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due from Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Soybean futures contracts
|
$
448,063
|
$
-
|
$
448,063
|
$
-
|
$
448,063
|
$
-
|
The following is a
summary of realized and unrealized gains and losses of the
derivative instruments utilized by the Fund:
Three months ended September 30,
2018
Primary Underlying Risk
|
Realized Loss on
Commodity Futures Contracts |
Net Change in Unrealized
Appreciation on Commodity Futures Contracts |
Commodity price
|
|
|
Soybean futures
contracts
|
$
(1,270,462)
|
$
827,925
|
Three months ended September 30,
2017
Primary Underlying Risk
|
Realized Loss on
Commodity Futures Contracts |
Net Change in Unrealized
Appreciation on Commodity Futures Contracts |
Commodity price
|
|
|
Soybean futures
contracts
|
$(24,025)
|
$241,863
|
61
Nine months ended September 30,
2018
Primary Underlying Risk
|
Realized Loss on
Commodity Futures Contracts |
Net Change in Unrealized
Depreciation on Commodity Futures Contracts |
Commodity price
|
|
|
Soybean futures
contracts
|
$(1,350,475)
|
$(746,075
) |
Nine months ended September 30,
2017
Primary Underlying Risk
|
Realized Gain on
Commodity Futures Contracts |
Net Change in Unrealized
Depreciation on Commodity Futures Contracts |
Commodity price
|
|
|
Soybean futures
contracts
|
$7,475
|
$(210,300)
|
Volume of
Derivative Activities
The average
notional market value categorized by primary underlying risk for
all futures contracts held was $29.5 million and $19.3 million for
the three and nine months ended September 30, 2018 and $14.9
million and $12.9 million for the three and nine months ended
September 30, 2017.
Note 6
– Financial
Highlights
The following
tables present per unit performance data and other supplemental
financial data for the three and nine months ended September 30,
2018 and 2017. This information has been derived from information
presented in the financial statements. 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.
62
|
Three months ended
|
Three months ended
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
Per Share Operation Performance
|
|
|
|
|
Net
asset value at beginning of period
|
$16.22
|
$18.10
|
$17.85
|
$19.08
|
Income from investment operations:
|
|
|
|
|
Investment
income
|
0.09
|
0.06
|
0.26
|
0.15
|
Net
realized and unrealized (loss) gain on commodity futures
contracts
|
(0.32)
|
0.35
|
(1.79)
|
(0.38)
|
Total
expenses, net
|
(0.16)
|
(0.18)
|
(0.49)
|
(0.52)
|
Net
(decrease) increase in net asset value
|
(0.39)
|
0.23
|
(2.02)
|
(0.75)
|
Net
asset value at end of period
|
$15.83
|
$18.33
|
$15.83
|
$18.33
|
Total Return
|
(2.40)%
|
1.27%
|
(11.32)%
|
(3.93)%
|
Ratios to Average Net Assets (Annualized)
|
|
|
|
|
Total
expenses
|
6.24%
|
4.89%
|
6.35%
|
4.34%
|
Total
expenses, net
|
3.84%
|
3.85%
|
3.84%
|
3.70%
|
Net
investment loss
|
(1.64)%
|
(2.55)%
|
(1.82)%
|
(2.63)%
|
The financial
highlights per share data are calculated consistent with the
methodology used to calculate asset-based fees and
expenses.
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 financial statements for the quarter-ended September
30, 2018 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
November 1, 2018, the Sponsor executed a consulting agreement with
Foreside Consulting Services, LLC to provide NFA Compliance Support
to the commodity pools managed by the Sponsor. For these services,
Foreside will receive $60,000 per year, to be paid monthly. The
total obligation for the remainder of 2018 will be $5,000 paid in
November and $5,000 paid in December.
On
October 23, 2018, the balance of all accounts for the SOYB Fund at
Mascoma Savings Bank, including two checking accounts as well as a
Promontory Insured Cash Sweep account, was drawn to $0. On October
24, 2018, each account was closed and the relationship with Mascoma
Savings bank was terminated in an effort to increase efficiency in
Treasury Management. Interest was paid to date prior to the closing
of the accounts. The Sponsor has no expected additional outstanding
obligations with Mascoma Savings Bank.
63
TEUCRIUM SUGAR FUND
|
September 30, 2018
|
December 31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash
and cash equivalents
|
$13,637,569
|
$5,929,275
|
Interest
receivable
|
76
|
47
|
Other
assets
|
2,346
|
276
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
92,489
|
184,319
|
Due
from broker
|
2,471,627
|
327,885
|
Total
equity in trading accounts
|
2,564,116
|
512,204
|
Total
assets
|
16,204,107
|
6,441,802
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
12,960
|
5,632
|
Other
liabilities
|
55,590
|
5,327
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
1,042,496
|
67,133
|
Total
liabilities
|
1,111,046
|
78,092
|
|
|
|
Net assets
|
$15,093,061
|
$6,363,710
|
|
|
|
Shares outstanding
|
2,275,004
|
650,004
|
|
|
|
Net asset value per share
|
$6.63
|
$9.79
|
|
|
|
Market value per share
|
$6.63
|
$9.78
|
The accompanying notes are an integral part of
these financial statements.
64
TEUCRIUM SUGAR FUND
September 30,
2018
(Unaudited)
|
|
|
|
Description: Assets
|
Fair Value
|
Percentage of
Net Assets |
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$104)
|
$104
|
0.00%
|
104
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
Enbridge
Energy Partners, L.P. 2.86% (cost: $2,488,405 due
10/12/2018)
|
$2,497,838
|
16.55%
|
2,500,000
|
Energy
Transfer Partners, L.P. 2.55% (cost: $2,495,432 due
10/22/2018)
|
2,496,311
|
16.54
|
2,500,000
|
Total
Commercial Paper (cost: $4,983,837)
|
$4,994,149
|
33.09%
|
|
Total
Cash Equivalents
|
$4,994,253
|
33.09%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE
sugar futures JUL19 (354 contracts)
|
$92,489
|
0.61%
|
$4,523,837
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE
sugar futures MAY19 (419 contracts)
|
$495,163
|
3.28%
|
$5,298,171
|
ICE
sugar futures MAR20 (379 contracts)
|
547,333
|
3.63
|
5,259,307
|
Total
commodity futures contracts
|
$1,042,496
|
6.91%
|
$10,557,478
|
The accompanying notes are an integral part of
these financial statements.
65
TEUCRIUM SUGAR FUND
SCHEDULE OF
INVESTMENTS
December 31,
2017
|
|
Percentage of
|
|
Description: Assets
|
Fair Value
|
Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity Institutional Money Market Funds - Government Portfolio
(cost $100)
|
$100
|
0.00%
|
100
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE sugar futures MAY18 (133 contracts)
|
$94,539
|
1.49%
|
$2,237,379
|
ICE sugar futures JUL18 (114 contracts)
|
89,780
|
1.41
|
1,920,307
|
Total
commodity futures contracts
|
$184,319
|
2.90%
|
$4,157,686
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE sugar futures MAR19 (126 contracts)
|
$67,133
|
1.05%
|
$2,214,173
|
The accompanying notes are an integral part of
these financial statements.
66
TEUCRIUM SUGAR FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
Income
|
|
|
|
|
Realized
and unrealized gain (loss) on trading of commodity futures
contracts:
|
|
|
|
|
Realized
loss on commodity futures contracts
|
$(1,477,762)
|
$(678,070)
|
$(2,775,629)
|
$(2,266,185)
|
Net
change in (depreciation) or appreciation on commodity futures
contracts
|
(458,729)
|
532,963
|
(1,067,192)
|
(57,994)
|
Interest
income
|
79,414
|
24,194
|
168,093
|
55,045
|
Total
loss
|
(1,857,077)
|
(120,913)
|
(3,674,728)
|
(2,269,134)
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management
fees
|
38,405
|
19,423
|
87,252
|
52,362
|
Professional
fees
|
70,533
|
21,298
|
151,748
|
43,699
|
Distribution
and marketing fees
|
71,249
|
40,751
|
203,125
|
86,949
|
Custodian
fees and expenses
|
9,817
|
7,684
|
27,762
|
14,075
|
Business
permits and licenses fees
|
3,064
|
4,786
|
22,610
|
12,677
|
General
and administrative expenses
|
8,604
|
3,771
|
20,345
|
11,021
|
Brokerage
commissions
|
8,613
|
2,765
|
15,246
|
6,615
|
Other
expenses
|
3,185
|
2,007
|
9,513
|
3,723
|
Total
expenses
|
213,470
|
102,485
|
537,601
|
231,121
|
|
|
|
|
|
Expenses
waived by the Sponsor
|
(71,371)
|
(45,186)
|
(218,270)
|
(83,550)
|
|
|
|
|
|
Total expenses, net
|
142,099
|
57,299
|
319,331
|
147,571
|
|
|
|
|
|
Net loss
|
$(1,999,176)
|
$(178,212)
|
$(3,994,059)
|
$(2,416,705)
|
|
|
|
|
|
Net
loss per share
|
$(0.99)
|
$(0.21)
|
$(3.16)
|
$(3.54)
|
Net
loss per weighted average share
|
$(0.91)
|
$(0.23)
|
$(2.58)
|
$(3.75)
|
Weighted
average shares outstanding
|
2,203,265
|
784,515
|
1,546,341
|
644,235
|
The accompanying notes are an integral part of
these financial statements.
67
TEUCRIUM SUGAR FUND
(Unaudited)
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
Operations
|
|
|
Net
loss
|
$(3,994,059)
|
$(2,416,705)
|
Capital
transactions
|
|
|
Issuance
of Shares
|
16,721,415
|
8,537,990
|
Redemption
of Shares
|
(3,998,005)
|
(5,034,425)
|
Total
capital transactions
|
12,723,410
|
3,503,565
|
Net
change in net assets
|
8,729,351
|
1,086,860
|
|
|
|
Net assets, beginning of period
|
$6,363,710
|
$5,513,971
|
|
|
|
Net assets, end of period
|
$15,093,061
|
$6,600,831
|
|
|
|
Net asset value per share at beginning of period
|
$9.79
|
$12.97
|
|
|
|
Net asset value per share at end of period
|
$6.63
|
$9.43
|
|
|
|
Creation
of Shares
|
2,200,000
|
750,000
|
Redemption
of Shares
|
575,000
|
475,000
|
The accompanying notes are an integral part of
these financial statements.
68
TEUCRIUM SUGAR FUND
(Unaudited)
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
Cash flows from operating activities:
|
|
|
Net
loss
|
$(3,994,059)
|
$(2,416,705)
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
Net
change in unrealized depreciation on commodity futures
contracts
|
1,067,192
|
57,994
|
Changes in operating assets and liabilities:
|
|
|
Due
from broker
|
(2,143,742)
|
(182,644)
|
Interest
receivable
|
(29)
|
(68)
|
Other
assets
|
(2,070)
|
(7,747)
|
Management
fee payable to Sponsor
|
7,328
|
6,159
|
Other
liabilities
|
50,264
|
1,431
|
Net
cash used in operating activities
|
(5,015,116)
|
(2,541,580)
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds
from sale of Shares
|
16,721,415
|
8,537,990
|
Redemption
of Shares
|
(3,998,005)
|
(5,034,425)
|
Net
cash provided by financing activities
|
12,723,410
|
3,503,565
|
|
|
|
Net change in cash, cash equivalents, and restricted
cash
|
7,708,294
|
961,985
|
Cash, cash equivalents, and restricted cash, beginning of
period
|
5,929,275
|
5,090,599
|
Cash, cash equivalents, and restricted cash, end of
period
|
$13,637,569
|
$6,052,584
|
The accompanying notes are an integral part of
these financial statements.
69
September 30, 2018
(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’ 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 No. 11
sugar (“Sugar Futures Contracts”) that are traded on
the ICE Futures US (“ICE Futures”):
CANE Benchmark
ICE Sugar
Futures Contract
|
Weighting
|
Second to expire
|
35%
|
Third
to expire
|
30%
|
Expiring in the March
following the expiration of the third-to-expire
contract
|
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. The Sponsor registered as a Commodity Trading
Advisor ("CTA") with the CFTC effective September 8,
2017.
On June 17,
2011, the initial Form S-1 for CANE was declared effective by the
SEC. On September 16, 2011, two Creation Baskets were issued
representing 100,000 shares and $2,500,000. On September 19, 2011,
CANE started trading on the NYSE Arca. The current registration
statements for CANE was declared effective by the SEC on April 30,
2018. The registration statements for CANE registered an additional
5,000,000 shares.
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, 2018 are not
necessarily indicative of the results to be expected for the full
year ending December 31, 2018.
Subject to the
terms of the Trust Agreement, Teucrium Trading, LLC, in its
capacity as the Sponsor (“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.
70
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.
U.S. Bank N.A. is a Wisconsin state chartered bank subject to
regulation by the Board of Governors of the Federal Reserve System
and the Wisconsin State Banking Department. The principal address
for U.S. Bancorp Fund Services, LLC (“USBFS”) is 615 E.
Michigan Street, Milwaukee, WI 53202. In addition, effective on the
Conversion Date, 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.
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. These services are recorded in custodian
fees and expenses on the statements of operations. A summary of
these expenses is included below.
The Sponsor
employs Foreside Fund Services, LLC (“Foreside” or the
“Distributor”) as the Distributor for the Funds. The
Distribution Services Agreement among the Distributor and the
Sponsor 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. These services are recorded in
distribution and marketing fees on the statements of operations. A
summary of these expenses is included
below.
ED&F Man
Capital Markets, Inc. (“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 is paid $9.00 per round turn. These
expenses are recorded in
brokerage commissions on the statements of operations. A summary of
these expenses is included below.
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. These
services are recorded in business permits and licenses fees on the
statements of operations. A summary of these expenses is included
below.
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Amount
Recognized for Custody Services
|
$9,817
|
$7,684
|
$27,762
|
$14,075
|
Amount
of Custody Services Waived
|
$5,867
|
$5,582
|
$15,150
|
$9,203
|
|
|
|
|
|
Amount
Recognized for Distribution Services
|
$3,861
|
$2,814
|
$10,464
|
$6,697
|
Amount
of Distribution Services Waived
|
$2,709
|
$1,178
|
$6,262
|
$3,093
|
|
|
|
|
|
Amount
Recognized for Brokerage Commissions
|
$2,765
|
$2,765
|
$9,398
|
$6,615
|
Amount
of Brokerage Commissions Waived
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
Amount
Recognized for Wilmington Trust
|
$334
|
$192
|
$334
|
$192
|
Amount
of Wilmington Trust Waived
|
$-
|
$-
|
$-
|
$-
|
71
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.
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 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 statements of
operations. Interest on cash equivalents with financial
institutions are recognized on the accrual basis. The Funds earn
interest on funds held at the custodian and other financial
institutions at prevailing market rates for such
investments.
Beginning in
February 2018, the Sponsor began investing a portion of cash in
commercial paper, which is deemed a cash equivalent based on the
rating and duration of contracts as described in the notes to the
financial statements and reflected in cash and cash equivalents on
the statements of assets and liabilities and in cash, cash
equivalents and restricted cash on the statements of cash flows.
Accretion on these investments are recognized using the effective
interest method in U.S. dollars and included in interest income on
the statements of operations
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 2015 to 2017,
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, 2018 and for the years ended December
31, 2017, 2016 and 2015. 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 income tax fees payable, if
assessed. No interest expense or penalties have been recognized as
of and for the three and nine months ended September 30, 2018 and
2017.
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. In the opinion of the Sponsor,
the 2017 Tax Cuts and Jobs Act, will not have a significant impact
on the Fund and did not have a significant impact on the financial
statements of the Fund.
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.
72
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. If
the Fund experienced redemptions that caused the number of Shares
outstanding to decrease to the minimum level of Shares required to
be outstanding, until the minimum number of Shares is again
exceeded through the purchase of a new Creation Basket, there can
be no more redemptions by an Authorized Purchaser.
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, Cash
Equivalents, and Restricted Cash
Cash
equivalents are highly liquid investments with maturity dates of 90
days or less when acquired. The Trust reported its cash equivalents
in the combined 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
that is a series of the Trust has the balance of its cash
equivalents on deposit with financial institutions. The Trust holds
a balance in money market funds that is 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. Assets deposited with the bank may, at times,
exceed federally insured limits. Effective in the fourth quarter
2017, the Sponsor invested a portion of the available cash for the
Funds in investment grade commercial paper with durations of 90
days or less, which is classified as a cash equivalent and is not
FDIC insured. Effective in the third quarter 2018, the Sponsor
invested a portion of the available cash for the Funds in a
Promontory Insured Cash Sweep ("ICS") product, which is classified
as cash and not a cash equivalent. The entire balance held in the
Promontory Insured Cash Sweep product is FDIC
insured. As of
December 31, 2017, the balance for restricted cash held in custody
at the Bank of New York Mellon was
$0.
|
September
30, 2018
|
September
30, 2017
|
December
31, 2017
|
Money
Market Funds
|
$104
|
$196,877
|
$100
|
Demand
Deposit Savings Accounts
|
$5,636,774
|
$5,855,801
|
$5,929,221
|
Commercial
Paper
|
$4,994,149
|
$-
|
$-
|
Promontory
ICS Deposits
|
$3,006,677
|
$-
|
$-
|
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.
73
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,
USBFS, 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 accounting, financial reporting,
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, formerly the National
Association of Securities Dealers, or any other regulatory agency
in connection with the offer and sale of subsequent Shares after
its initial registration and all legal, accounting, printing and
other expenses associated therewith. The Fund also pays its portion
of the fees and expenses associated with the Trust’s tax
accounting and reporting requirements. Certain aggregate expenses
common to all Funds 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 accounting
and financial reporting, regulatory compliance, and trading
activities that are directly attributable to the Fund. Such
expenses are primarily recorded as distribution and marketing fees
on the statement of operations. All asset-based fees and expenses
for the Funds are calculated on the prior day’s net
assets.
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Recognized
Related Party Transactions
|
$44,971
|
$29,360
|
$152,305
|
$78,734
|
Waived
Related Party Transactions
|
$18,149
|
$20,499
|
$62,360
|
$33,446
|
74
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.
The Sponsor has determined that there would be no recovery sought
for the amounts below in any future period:
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Expenses
waived by the Sponsor
|
$71,371
|
$45,186
|
$218,270
|
$83,550
|
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.
75
On September 30,
2018 and December 31, 2017, 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 periods being
reported.
For the nine months
ended September 30, 2018 and year ended December 31, 2017, the Fund
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.
Net Income
(Loss) per Share
Net income (loss)
per share is the difference between the NAV per unit at the
beginning of each period and at the end of each period. The
weighted average number of units outstanding was computed for
purposes of disclosing net income (loss) per weighted average unit.
The weighted average units are equal to the number of units
outstanding at the end of the period, adjusted proportionately for
units created or redeemed based on the amount of time the units
were outstanding during such period.
New Accounting
Pronouncements
The
Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 2018-13:
“Fair Value Measurement (Topic 820): Disclosure Framework
– Changes to the Disclosure Requirements for Fair Value
Measurement. These amendments modify public and private company
fair value disclosure requirements. While some disclosures were
removed or modified, others were added. The guidance is a result of
the FASB’s test of the principals developed to improve the
effectiveness of disclosures in the notes to the financial
statements. The amendments will be effective for fiscal years and
interim periods beginning after December 15, 2019 and may be
adopted early. The Sponsor is evaluating the impacts, specifically,
the removal, modification and addition to the fair value
disclosures of the Trust or the Fund.
The
FASB issued ASU 2018-05, “Income Taxes (Topic 740):
Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting
Bulletin No. 118." These amendments add guidance to the FASB
Accounting Standards Codification regarding the Tax Cuts and Jobs
Act (Act). The amendments were adopted for the quarter ended March
31, 2018; the adoption did not have a material impact on the
financial statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2018-03: “Technical Corrections and
Improvements to Financial Instruments—Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and
Financial Liabilities, that clarifies the guidance in ASU No.
2016-01, Financial Instruments—Overall (Subtopic
825-10).” These amendments clarify the guidance in ASU No.
2016-01 on issues related to Fair Value and Forward Contracts and
Purchased Options. The amendments are effective for fiscal years
beginning after December 15, 2017. The adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2017-13, “Revenue Recognition (Topic 605),
Leases (Topic 840), and Leases (Topic 842): Amendments to SEC
Paragraphs Pursuant to the Staff Announcement at the July 20, 2017
EITF Meeting and Rescission of Prior SEC Staff Announcements and
Observer Comments”. The amendment amends the early adoption
date option for certain companies related to adoption of ASU No.
2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not
object to a public business entity that otherwise would not meet
the definition of a public business entity except for a requirement
to include or the inclusion of its financial statements or
financial information in another entity’s filing with the SEC
adopting ASC Topic 842 for fiscal years beginning after December
15, 2019, and interim periods within fiscal years beginning after
December 15, 2020. This amendment is not expected to have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2017-12, “Derivatives and Hedging (Topic
815): Targeted Improvements to Accounting for Hedging
Activities”. These amendments refine and expand hedge
accounting for both financial (e.g., interest rate) and commodity
risks. Its provisions create more transparency around how economic
results are presented, both on the face of the financial statements
and in the footnotes. It also makes certain targeted improvements
to simplify the application of hedge accounting guidance. The
amendments are effective for public companies for fiscal years
beginning after December 15, 2018. This amendment is not expected
to have any impact on the financial statements and disclosures of
the Trust or the Fund.
The
FASB issued ASU 2017-03, “Accounting Changes and Error
Corrections (Topic 250) and Investments – Equity Method and
Joint Ventures (Topic 323)”. These amendments require
disclosure of the impact that recently issued accounting standards
will have on the financial statements of a registrant when such
standards are adopted in a future period. The amendments were
adopted for the quarter ended March 31, 2017; the adoption did not
have a material impact on the financial statements and disclosures
of the Trust or the Fund.
76
The
FASB issued ASU 2017-01, “Business Combinations (Topic 805):
Clarifying the Definition of a Business”. The amendments are
intended to help companies and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals)
of assets or businesses. The amendments are effective for public
companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. The adoption did
not have a material impact on the financial statements and
disclosures of the Trust or the Fund.
The
FASB issued ASU 2016-18, “Statement of Cash Flows (Topic
230)”. The amendments in this update require that a statement
of cash flows explain the change during the period in the total of
cash, cash equivalents, and amounts generally described as
restricted cash or restricted cash equivalents. Therefore, amounts
generally described as restricted cash and restricted cash
equivalents should be included with cash and cash equivalents when
reconciling the beginning of period and end of period total amounts
shown on the statement of cash flows. The amendments are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. The Sponsor elected to early
adopt ASU 2016-18 for the year ending December 31, 2017 and the
adoption did not have a material impact on the financial statements
and disclosures of the Trust or the Fund.
The
FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts
with Customers (Topic 606),” which replaces the revenue
recognition requirements of “Revenue Recognition (Topic
605).” This ASU is based on the principle that revenue is
recognized to depict the transfer of goods and services to
customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or
services. This ASU provides new and more detailed guidance on
specific topics and expands and improves disclosures about revenue.
In August 2015, the FASB issued ASU 2015-14 which defers the
effective date of ASU 2014-09 by one year to fiscal years beginning
after December 15, 2017. ASU 2015-14 also permits early adoption of
ASU 2014-09, but not before the original effective date, which was
for fiscal years beginning after December 15, 2016. The Trust and
the Fund record income or loss from the recognition and measurement
of futures contracts and from interest income under Subtopic
825-10. Revenue from financial instruments which are valued under
Subtopic 825 will not be subject to the application of ASU 2014-09
and 2015-14. The Sponsor elected to adopt the amendments for the
fiscal year ending December 31, 2017. The adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and
Derivatives and Hedging (Topic 815): Rescission of SEC Guidance
Because of Accounting Standards Updates 2014-09 and 2014-16
Pursuant to Staff Announcements at the March 3, 2016 EITF
Meeting”. The amendments make targeted improvements to
clarify the principal versus agent assessment and are intended to
make the guidance more operable and lead to more consistent
application. The Trust and the Fund record income or loss from the
recognition and measurement of futures contracts and from interest
income under Subtopic 825-10. Revenue from financial instruments
which are valued under Subtopic 825 will not be subject to the
application of ASU 2016-11. The Sponsor elected to adopt ASU
2016-11 for the year ending December 31, 2017. The adoption did not
have a material impact on the financial statements and disclosures
of the Trust or the Fund.
The
FASB issued ASU 2016-02, “Leases (Topic 842).” The
amendments in this update increase transparency and comparability
among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information
about leasing arrangements. The amendments in this update are
effective for fiscal years beginning after December 15, 2018. This
standard is not expected to have a material impact on the financial
statements and disclosures of the Trust or the Fund.
The
FASB issued ASU 2016-01, “Financial Instruments-Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities.” The amendments in this update are
intended to improve the recognitions measurement and disclosure of
financial instruments. The amendments to this update are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. These amendments are required to
be applied prospectively. The adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
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, 2018 and December 31,
2017:
September 30, 2018
|
|
|
|
Balance as
of
|
Assets:
|
Level
1
|
Level
2
|
Level
3
|
September 30,
2018
|
Cash
equivalents
|
$4,994,253
|
$—
|
$—
|
$4,994,253
|
Sugar
futures contracts
|
92,489
|
—
|
—
|
92,489
|
Total
|
$5,086,741
|
$—
|
$—
|
$5,086,741
|
|
|
|
|
Balance as
of
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
September 30,
2018
|
Sugar
futures contracts
|
$1,042,496
|
$—
|
$—
|
$1,042,496
|
77
December 31, 2017
|
|
|
|
Balance as
of
|
Assets:
|
Level
1
|
Level
2
|
Level
3
|
December 31,
2017
|
Cash
equivalents
|
$100
|
$—
|
$—
|
$100
|
Sugar
futures contracts
|
184,319
|
—
|
—
|
184,319
|
Total
|
$184,419
|
$—
|
$—
|
$184,419
|
|
|
|
|
Balance as
of
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
December 31,
2017
|
Sugar
futures contracts
|
$67,133
|
$—
|
$—
|
$67,133
|
For the nine months
ended September 30, 2018 and year ended December 31, 2017, 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, 2018 and year ended December 31, 2017, 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, 2018 and December 31,
2017.
78
Offsetting of Financial Assets and Derivative
Assets as of September 30, 2018
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Assets
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due to Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Sugar futures contracts
|
$
92,489
|
$
-
|
$
92,489
|
$
92,489
|
$
-
|
$
-
|
Offsetting of Financial Liabilities and
Derivative Liabilities as of September 30, 2018
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Liabilities
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due from Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Sugar futures contracts
|
$
1,042,496
|
$
-
|
$
1,042,496
|
$
92,489
|
$
950,007
|
$
-
|
Offsetting of Financial Assets and Derivative
Assets as of December 31, 2017
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Assets
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due to Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Sugar futures contracts
|
$
184,319
|
$
-
|
$
184,319
|
$
67,133
|
$
-
|
$
117,186
|
79
Offsetting of Financial Liabilities and
Derivative Liabilities as of December 31, 2017
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Liabilities
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due from Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Sugar futures contracts
|
$
67,133
|
$
-
|
$
67,133
|
$
67,133
|
$
-
|
$
-
|
The following
tables identify the net gain and loss amounts included in the
statements of operations as realized and unrealized gains and
losses on trading of commodity futures contracts categorized by
primary underlying risk:
Three months ended September 30,
2018
Primary Underlying
Risk
|
Realized Loss
on Commodity Futures Contracts |
Net Change in Unrealized
Depreciation on Commodity Futures Contracts |
Commodity price
|
|
|
Sugar futures contracts
|
$(1,477,762)
|
$(458,729)
|
Three months ended September 30,
2017
Primary Underlying
Risk
|
Realized Loss
on Commodity Futures Contracts |
Net Change in Unrealized
Appreciation on Commodity Futures Contracts |
Commodity price
|
|
|
Sugar futures contracts
|
$(678,070)
|
$532,963
|
80
Nine months ended September 30,
2018
Primary Underlying
Risk
|
Realized Loss on
Commodity Futures
Contracts |
Net Change in Unrealized
Depreciation on Commodity Futures Contracts |
Commodity price
|
|
|
Sugar futures contracts
|
$(2,775,629)
|
$(1,067,192)
|
Nine months ended September 30,
2017
Primary Underlying
Risk
|
Realized Loss on
Commodity Futures Contracts |
Net Change in Unrealized
Depreciation on Commodity Futures Contracts |
Commodity price
|
|
|
Sugar futures contracts
|
$(2,266,185)
|
$(57,994)
|
Volume of
Derivative Activities
The average
notional market value categorized by primary underlying risk for
all futures contracts held were $15.5 million and $11.2 million for
the three and nine months ended September 30, 2018 and $7.56
million and $7.09 million for the three and nine months ended
September 30, 2017.
81
Note 6
– Financial
Highlights
The following table
presents per unit performance data and other supplemental financial
data for the three and nine months ended September 30, 2018 and
2017. This information has been derived from information presented
in the financial statements. 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
|
|
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
Per Share Operation Performance
|
|
|
|
|
Net
asset value at beginning of period
|
7.62
|
9.64
|
9.79
|
12.97
|
Gain
(loss) from investment operations:
|
|
|
|
|
Investment
income
|
0.04
|
0.03
|
0.11
|
0.09
|
Net
realized and unrealized loss on commodity futures
contracts
|
(0.96)
|
(0.17)
|
(3.06)
|
(3.40)
|
Total
expenses, net
|
(0.07)
|
(0.07)
|
(0.21)
|
(0.23)
|
Net
decrease in net asset value
|
(0.99)
|
(0.21)
|
(3.16)
|
(3.54)
|
Net
asset value at end of period
|
6.63
|
9.43
|
6.63
|
9.43
|
Total Return
|
(12.99)%
|
(2.18)%
|
(32.28)%
|
(27.29)%
|
Ratios to Average Net Assets (Annualized)
|
|
|
|
|
Total
expenses
|
5.56%
|
5.28%
|
6.16%
|
4.41%
|
Total
expenses, net
|
3.70%
|
2.95%
|
3.66%
|
2.82%
|
Net
investment loss
|
(1.63)%
|
(1.70)%
|
(1.73)%
|
(1.77)%
|
The financial
highlights per share data are calculated consistent with the
methodology used to calculate asset-based fees and
expenses.
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 financial statements for the quarter-ended September
30, 2018 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.
On
November 1, 2018, the Sponsor executed a consulting agreement with
Foreside Consulting Services, LLC to provide NFA Compliance Support
to the commodity pools managed by the Sponsor. For these services,
Foreside will receive $60,000 per year, to be paid monthly. The
total obligation for the remainder of 2018 will be $5,000 paid in
November and $5,000 paid in December.
On
October 23, 2018, the balance of all accounts for the CANE Fund at
Mascoma Savings Bank, including two checking accounts as well as a
Promontory Insured Cash Sweep account, was drawn to $0. On October
24, 2018, each account was closed and the relationship with Mascoma
Savings bank was terminated in an effort to increase efficiency in
Treasury Management. Interest was paid to date prior to the closing
of the accounts. The Sponsor has no expected additional outstanding
obligations with Mascoma Savings Bank.
The total net assets of the Fund decreased by $2,742,453 or 18% for
the period from September 30, 2018 through November 7, 2018. This
was driven by a 29% decrease in the shares outstanding and offset
by a 15% increase in the net asset value per
share.
82
TEUCRIUM WHEAT FUND
|
September 30, 2018
|
December 31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash
and cash equivalents
|
$63,416,814
|
$58,932,231
|
Interest
receivable
|
-
|
111
|
Other
assets
|
2,748
|
1,861
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
352,713
|
604,475
|
Due
from broker
|
4,644,886
|
5,166,254
|
Total
equity in trading accounts
|
4,997,599
|
5,770,729
|
Total
assets
|
68,417,161
|
64,704,932
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
51,658
|
51,974
|
Cash
equivalent payable
|
4,986,999
|
-
|
Interest
Payable
|
70
|
-
|
Other
liabilities
|
129,770
|
36,414
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
1,635,113
|
3,200,525
|
Total
liabilities
|
6,803,610
|
3,288,913
|
|
|
|
Net assets
|
$61,613,551
|
$61,416,019
|
|
|
|
Shares outstanding
|
9,875,004
|
10,250,004
|
|
|
|
Net asset value per share
|
$6.24
|
$5.99
|
|
|
|
Market value per share
|
$6.25
|
$6.00
|
The accompanying notes are an integral part of
these financial statements.
83
TEUCRIUM WHEAT FUND
(Unaudited)
|
|
|
|
Description: Assets
|
Fair Value
|
Percentage of
Net Assets |
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$126)
|
$126
|
0.00%
|
126
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
Enbridge
Energy Partners, L.P. 2.86% (cost: $2,486,833 due
10/05/2018)
|
$2,499,214
|
4.06%
|
2,500,000
|
Enbridge
Energy Partners, L.P. 2.77% (cost: $4,988,924 due
10/10/2018)
|
4,996,562
|
8.11
|
5,000,000
|
Enbridge
Energy Partners, L.P. 2.86% (cost: $2,488,405 due
10/12/2018)
|
2,497,838
|
4.05
|
2,500,000
|
Energy
Transfer Partners, L.P. 2.55% (cost: $2,495,432 due
10/22/2018)
|
2,496,311
|
4.05
|
2,500,000
|
General
Motors Financial Company, Inc. 2.42% (cost: $4,979,667 due
10/01/2018)
|
5,000,000
|
8.12
|
5,000,000
|
General
Motors Financial Company, Inc. 2.42% (cost: $2,490,333 due
10/04/2018)
|
2,499,500
|
4.06
|
2,500,000
|
General
Motors Financial Company, Inc. 2.53% (cost: $2,489,716 due
11/26/2018)
|
2,490,239
|
4.04
|
2,500,000
|
General
Motors Financial Company, Inc. 2.55% (cost: $2,492,270 due
11/14/2018)
|
2,492,270
|
4.05
|
2,500,000
|
Royal
Caribbean Cruises Ltd. 2.55% (cost: $2,494,729 due
10/31/2018)
|
2,494,729
|
4.05
|
2,500,000
|
The
Williams Companies, Inc. 2.39% (cost: $4,997,038 due
10/03/2018)
|
4,999,342
|
8.11
|
5,000,000
|
The
Williams Companies, Inc. 2.65% (cost: $2,490,611 due
10/18/2018)
|
2,496,931
|
4.05
|
2,500,000
|
Total
Commercial Paper (Total cost: $34,893,958)
|
$34,962,936
|
56.75%
|
|
Total
Cash Equivalents
|
$34,963,062
|
56.75%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT
wheat futures MAR19 (823 contracts)
|
$352,713
|
0.57%
|
$21,696,338
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT
wheat futures MAY19 (686 contracts)
|
$352,088
|
0.57%
|
$18,461,975
|
CBOT
wheat futures DEC19 (758 contracts)
|
1,283,025
|
2.08
|
21,508,250
|
Total
commodity futures contracts
|
$1,635,113
|
2.65%
|
$39,970,225
|
The accompanying notes are an integral part of
these financial statements.
84
TEUCRIUM WHEAT FUND
SCHEDULE OF INVESTMENTS
December 31, 2017
December 31, 2017
|
|
|
|
Description: Assets
|
Fair Value
|
Percentage of
Net Assets |
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$100)
|
$100
|
0.00%
|
100
|
Blackrock
RedFund - Institutional Class (Cost $70)
|
70
|
0.00
|
70
|
Total
money market funds
|
$170
|
0.00%
|
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
Boston
Scientific Corporation 1.71% (cost: $2,496,104 due
1/16/2018)
|
$2,498,229
|
4.07%
|
2,500,000
|
Canadian
Natural Resources Limited 1.76% (cost: $2,495,017 due
1/31/2018)
|
2,496,354
|
4.06
|
2,500,000
|
E.
I. du Pont de Nemours and Company 1.67% (cost: $2,490,778 due
3/5/2018)
|
2,492,737
|
4.06
|
2,500,000
|
Enbridge
Energy Partners, L.P. 2.20% (cost: $2,488,490 due
3/5/2018)
|
2,490,459
|
4.06
|
2,500,000
|
Equifax
Inc. 1.71% (cost: $2,493,979 due 1/5/2018)
|
2,499,528
|
4.07
|
2,500,000
|
Ford
Motor Credit Company LLC 1.41% (cost: $2,491,250 due
1/10/2018)
|
2,499,125
|
4.07
|
2,500,000
|
Glencore
Funding LLC 1.42% (cost: $2,491,248 due 1/17/2018)
|
2,498,427
|
4.07
|
2,500,000
|
HP
Inc. 1.65% (cost: $2,496,014 due 1/22/2018)
|
2,497,608
|
4.07
|
2,500,000
|
Oneok,
Inc. 1.75% (cost: $2,497,342 due 1/5/2018)
|
2,499,517
|
4.07
|
2,500,000
|
VW
Credit, Inc. 1.61% (cost: $2,490,000 due 3/6/2018)
|
2,492,889
|
4.06
|
2,500,000
|
Total
Commercial Paper (Total cost: $24,930,222)
|
$24,964,873
|
40.66%
|
|
Total
Cash Equivalents
|
$24,965,043
|
40.66%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT
wheat futures JUL18 (813 contracts)
|
$604,475
|
0.98%
|
$18,424,613
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT
wheat futures MAY18 (976 contracts)
|
$1,182,225
|
1.92%
|
$21,484,200
|
CBOT
wheat futures DEC18 (893 contracts)
|
2,018,300
|
3.29
|
21,521,300
|
Total
commodity futures contracts
|
$3,200,525
|
5.21%
|
$43,005,500
|
The accompanying notes are an integral part of
these financial statements.
85
(Unaudited)
|
Three months ended
|
Three months ended
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
Income
|
|
|
|
|
Realized
and unrealized gain (loss) on trading of commodity futures
contracts:
|
|
|
|
|
Realized
(loss) gain on commodity futures contracts
|
$(2,473,162)
|
$1,955,888
|
$2,426,687
|
$1,286,087
|
Net
change in unrealized appreciation or (depreciation) on commodity
futures contracts
|
1,575,700
|
(11,125,988)
|
1,313,650
|
152,650
|
Interest
income
|
363,665
|
208,562
|
983,049
|
528,785
|
Total
(loss) income
|
(533,797)
|
(8,961,538)
|
4,723,386
|
1,967,522
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management
fees
|
165,894
|
162,246
|
501,049
|
496,272
|
Professional
fees
|
129,130
|
152,758
|
399,434
|
379,875
|
Distribution
and marketing fees
|
304,791
|
299,770
|
899,685
|
765,439
|
Custodian
fees and expenses
|
31,804
|
37,295
|
116,245
|
108,579
|
Business
permits and licenses fees
|
2,151
|
4,929
|
20,759
|
17,154
|
General
and administrative expenses
|
21,110
|
30,980
|
82,612
|
86,043
|
Brokerage
commissions
|
16,589
|
17,380
|
51,732
|
45,225
|
Other
expenses
|
7,736
|
9,007
|
36,383
|
25,746
|
Total
expenses
|
679,205
|
714,365
|
2,107,899
|
1,924,333
|
|
|
|
|
|
Expenses
waived by the Sponsor
|
(43,831)
|
(105,942)
|
(188,615)
|
(105,942)
|
|
|
|
|
|
Total expenses, net
|
635,374
|
608,423
|
1,919,284
|
1,818,391
|
|
|
|
|
|
Net (loss) income
|
$(1,169,171)
|
$(9,569,961)
|
$2,804,102
|
$149,131
|
|
|
|
|
|
Net
(loss) income per share
|
$(0.13)
|
$(1.27)
|
$0.25
|
$(0.32)
|
Net
(loss) income per weighted average share
|
$(0.12)
|
$(1.04)
|
$0.27
|
$0.02
|
Weighted
average shares outstanding
|
10,052,993
|
9,197,287
|
10,321,616
|
9,420,883
|
The accompanying notes are an integral part of
these financial statements.
86
TEUCRIUM WHEAT FUND
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
Operations
|
|
|
Net
income
|
$2,804,102
|
$149,131
|
Capital
transactions
|
|
|
Issuance
of Shares
|
12,997,590
|
32,286,675
|
Redemption
of Shares
|
(15,604,160)
|
(26,969,178)
|
Total
capital transactions
|
(2,606,570)
|
5,317,497
|
Net
change in net assets
|
197,532
|
5,466,628
|
|
|
|
Net assets, beginning of period
|
$61,416,019
|
$62,344,759
|
|
|
|
Net assets, end of period
|
$61,613,551
|
$67,811,387
|
|
|
|
Net asset value per share at beginning of period
|
$5.99
|
$6.89
|
|
|
|
Net asset value per share at end of period
|
$6.24
|
$6.57
|
|
|
|
Creation
of Shares
|
2,000,000
|
4,800,000
|
Redemption
of Shares
|
2,375,000
|
3,525,000
|
The accompanying notes are an integral part of
these financial statements.
87
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
Cash flows from operating activities:
|
|
|
Net
income
|
$2,804,102
|
$149,131
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
Net
change in unrealized depreciation on commodity futures
contracts
|
(1,313,650)
|
(152,650)
|
Changes in operating assets and liabilities:
|
|
|
Due
from broker
|
521,368
|
1,117,928
|
Cash equivalent payable
|
4,986,999
|
-
|
Interest
receivable
|
181
|
80
|
Other
assets
|
(887)
|
(45,117)
|
Management
fee payable to Sponsor
|
(316)
|
3,636
|
Other
liabilities
|
93,356
|
1,344
|
Net
cash provided by operating activities
|
7,091,153
|
1,074,352
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds
from sale of Shares
|
12,997,590
|
32,286,675
|
Redemption
of Shares
|
(15,604,160)
|
(26,969,178)
|
Net
cash (used in) provided by financing activities
|
(2,606,570)
|
5,317,497
|
|
|
|
Net change in cash and cash equivalents
|
4,484,583
|
6,391,849
|
Cash and cash equivalents, beginning of period
|
58,932,231
|
58,931,911
|
Cash and cash equivalents, end of period
|
$63,416,814
|
$65,323,760
|
The accompanying notes are an integral part of
these financial statements.
88
September 30, 2018
(Unaudited)
(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’ 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 wheat
(“Wheat Futures Contracts”) that are traded on the
Chicago Board of Trade (“CBOT”):
WEAT Benchmark
CBOT Wheat Futures Contract
|
Weighting
|
Second to
expire
|
35%
|
Third to
expire
|
30%
|
December following
the third-to-expire
|
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. The Sponsor registered as a Commodity Trading
Advisor ("CTA") with the CFTC effective September 8,
2017.
On June 17,
2011, the Fund’s initial registration of 10,000,000 shares on
Form S1 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 June 30, 2014, a subsequent registration statement for WEAT was
declared effective by the SEC. On July 15, 2016, a subsequent
registration statement for WEAT was declared effective. This
registration statement for WEAT registered an additional 24,050,000
shares.
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, 2018 are not
necessarily indicative of the results to be expected for the full
year ending December 31, 2018.
Subject to
the terms of the Trust Agreement, Teucrium Trading, LLC, in its
capacity as the Sponsor (“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.
89
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.
U.S. Bank N.A. is a Wisconsin state chartered bank subject to
regulation by the Board of Governors of the Federal Reserve System
and the Wisconsin State Banking Department. The principal address
for U.S. Bancorp Fund Services, LLC (“USBFS”) is 615 E.
Michigan Street, Milwaukee, WI 53202. In addition, effective on the
Conversion Date, 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.
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. These services are recorded in custodian
fees and expenses on the statements of operations. A summary of
these expenses is included below.
The Sponsor
employs Foreside Fund Services, LLC (“Foreside” or the
“Distributor”) as the Distributor for the Funds. The
Distribution Services Agreement among the Distributor and the
Sponsor 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. These services are recorded in
distribution and marketing fees on the statements of operations. A
summary of these expenses is included
below.
ED&F Man
Capital Markets, Inc. (“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 is paid $9.00 per round turn. These
expenses are recorded in
brokerage commissions on the statements of operations. A summary of
these expenses is included below.
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. These
services are recorded in business permits and licenses fees on the
statements of operations. A summary of these expenses is included
below.
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Amount
Recognized for Custody Services
|
$31,804
|
$37,295
|
$116,244
|
$108,579
|
Amount
of Custody Services Waived
|
$9,946
|
$-
|
$31,513
|
$-
|
|
|
|
|
|
Amount
Recognized for Distribution Services
|
$13,473
|
$17,894
|
$48,591
|
$55,527
|
Amount
of Distribution Services Waived
|
$-
|
$5,451
|
$9,354
|
$5,451
|
|
|
|
|
|
Amount
Recognized for Brokerage Commissions
|
$16,589
|
$17,380
|
$51,732
|
$45,225
|
Amount
of Brokerage Commissions Waived
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
Amount
Recognized for Wilmington Trust
|
$967
|
$1,349
|
$967
|
$1,349
|
Amount
of Wilmington Trust Waived
|
$-
|
$-
|
$-
|
$-
|
90
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.
In
accordance with ASU 2016-18 issued by the FASB, the presentation of
cash and cash equivalents and restricted cash is disaggregated by
line item on the statements of assets and liabilities and sum to
the total amount of cash, cash equivalents, and restricted cash at
the end of the corresponding period shown on the statements of cash
flows. This update in presentation did not have a material impact
on the financial statements and disclosures of the Trust and the
Funds
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 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 statements of
operations. Interest on cash equivalents with financial
institutions are recognized on the accrual basis. The Funds earn
interest on funds held at the custodian and other financial
institutions at prevailing market rates for such
investments.
Beginning in
October 2017, the Sponsor began investing a portion of cash in
commercial paper, which is deemed a cash equivalent based on the
rating and duration of contracts as described in the notes to the
financial statements and reflected in cash and cash equivalents on
the statements of assets and liabilities and in cash, cash
equivalents and restricted cash on the statements of cash flows.
Accretion on these investments are recognized using the effective
interest method in U.S. dollars and included in interest income on
the statements of operations.
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 2015 to 2017,
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, 2018 and for the
years ended December 31, 2017, 2016 and 2015. 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 income tax fees payable, if
assessed. No interest expense or penalties have been recognized as
of and for the three and nine months ended September 30, 2018 and
2017.
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.
91
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. If
the Fund experienced redemptions that caused the number of Shares
outstanding to decrease to the minimum level of Shares required to
be outstanding, until the minimum number of Shares is again
exceeded through the purchase of a new Creation Basket, there can
be no more redemptions by an Authorized Purchaser.
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 Trust reported its cash equivalents
in the combined 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
that is a series of the Trust has the balance of its cash
equivalents on deposit with financial institutions. The Trust holds
a balance in money market funds that is 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. Assets deposited with the bank may, at times,
exceed federally insured limits. Effective in the fourth quarter
2017, the Sponsor invested a portion of the available cash for the
Funds in investment grade commercial paper with durations of 90
days or less, which is classified as a cash equivalent and is not
FDIC insured. Effective in the third quarter 2018, the Sponsor
invested a portion of the available cash for the Funds in a
Promontory Insured Cash Sweep ("ICS") product, which is classified
as cash and not a cash equivalent. The entire balance held in the
Promontory Insured Cash Sweep product is FDIC insured. As of
December 31, 2017, the balance for restricted cash held in custody
at the Bank of New York Mellon was
$0.
|
September
30, 2018
|
September
30, 2017
|
December
31, 2017
|
Money
Market Funds
|
$126
|
$84,617
|
$170
|
Demand
Deposit Savings Accounts
|
$23,442,690
|
$65,240,036
|
$33,967,053
|
Commercial
Paper
|
$34,962,936
|
$-
|
$24,964,873
|
Promontory
ICS Deposits
|
$5,011,129
|
$-
|
$-
|
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.
92
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,
USBFS, 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.
93
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 accounting, financial reporting, 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, formerly the National
Association of Securities Dealers, or any other regulatory agency
in connection with the offer and sale of subsequent Shares after
its initial registration and all legal, accounting, printing and
other expenses associated therewith. The Fund also pays its portion
of the fees and expenses associated with the Trust’s tax
accounting and reporting requirements. Certain aggregate expenses
common to all Funds 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 accounting
and financial reporting, regulatory compliance, and trading
activities that are directly attributable to the Fund. Such
expenses are primarily recorded as distribution and marketing fees
on the statement of operations. All asset-based fees and expenses
for the Funds are calculated on the prior day’s net
assets.
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Recognized
Related Party Transactions
|
$155,465
|
$190,699
|
$742,274
|
$705,159
|
Waived
Related Party Transactions
|
$33,885
|
$63,119
|
$75,016
|
$63,119
|
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.
The Sponsor has determined that there would be no recovery sought
for the amounts below in any future period:
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Expenses
waived by the Sponsor
|
$43,831
|
$105,942
|
$188,615
|
$105,942
|
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.
94
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,
2018 and December 31, 2017, 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 periods being
reported.
For the nine months
ended September 30, 2018 and year ended December 31, 2017, the Fund
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.
95
Net Income
(Loss) per Share
Net income (loss)
per share is the difference between the NAV per unit at the
beginning of each period and at the end of each period. The
weighted average number of units outstanding was computed for
purposes of disclosing net income (loss) per weighted average unit.
The weighted average units are equal to the number of units
outstanding at the end of the period, adjusted proportionately for
units created or redeemed based on the amount of time the units
were outstanding during such period.
New Accounting
Pronouncements
The
Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 2018-13:
“Fair Value Measurement (Topic 820): Disclosure Framework
– Changes to the Disclosure Requirements for Fair Value
Measurement. These amendments modify public and private company
fair value disclosure requirements. While some disclosures were
removed or modified, others were added. The guidance is a result of
the FASB’s test of the principals developed to improve the
effectiveness of disclosures in the notes to the financial
statements. The amendments will be effective for fiscal years and
interim periods beginning after December 15, 2019 and may be
adopted early. The Sponsor is evaluating the impacts, specifically,
the removal, modification and addition to the fair value
disclosures of the Trust or the Fund.
The
FASB issued ASU 2018-05, “Income Taxes (Topic 740):
Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting
Bulletin No. 118." These amendments add guidance to the FASB
Accounting Standards Codification regarding the Tax Cuts and Jobs
Act (Act). The amendments were adopted for the quarter ended March
31, 2018; the adoption did not have a material impact on the
financial statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2018-03: “Technical Corrections and
Improvements to Financial Instruments—Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and
Financial Liabilities, that clarifies the guidance in ASU No.
2016-01, Financial Instruments—Overall (Subtopic
825-10).” These amendments clarify the guidance in ASU No.
2016-01 on issues related to Fair Value and Forward Contracts and
Purchased Options. The amendments are effective for fiscal years
beginning after December 15, 2017. The adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2017-13, “Revenue Recognition (Topic 605),
Leases (Topic 840), and Leases (Topic 842): Amendments to SEC
Paragraphs Pursuant to the Staff Announcement at the July 20, 2017
EITF Meeting and Rescission of Prior SEC Staff Announcements and
Observer Comments”. The amendment amends the early adoption
date option for certain companies related to adoption of ASU No.
2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not
object to a public business entity that otherwise would not meet
the definition of a public business entity except for a requirement
to include or the inclusion of its financial statements or
financial information in another entity’s filing with the SEC
adopting ASC Topic 842 for fiscal years beginning after December
15, 2019, and interim periods within fiscal years beginning after
December 15, 2020. This amendment is not expected to have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2017-12, “Derivatives and Hedging (Topic
815): Targeted Improvements to Accounting for Hedging
Activities”. These amendments refine and expand hedge
accounting for both financial (e.g., interest rate) and commodity
risks. Its provisions create more transparency around how economic
results are presented, both on the face of the financial statements
and in the footnotes. It also makes certain targeted improvements
to simplify the application of hedge accounting guidance. The
amendments are effective for public companies for fiscal years
beginning after December 15, 2018. This amendment is not expected
to have any impact on the financial statements and disclosures of
the Trust or the Fund.
The
FASB issued ASU 2017-03, “Accounting Changes and Error
Corrections (Topic 250) and Investments – Equity Method and
Joint Ventures (Topic 323)”. These amendments require
disclosure of the impact that recently issued accounting standards
will have on the financial statements of a registrant when such
standards are adopted in a future period. The amendments were
adopted for the quarter ended March 31, 2017; the adoption did not
have a material impact on the financial statements and disclosures
of the Trust or the Fund.
The
FASB issued ASU 2017-01, “Business Combinations (Topic 805):
Clarifying the Definition of a Business”. The amendments are
intended to help companies and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals)
of assets or businesses. The amendments are effective for public
companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. The adoption did
not have a material impact on the financial statements and
disclosures of the Trust or the Fund.
The
FASB issued ASU 2016-18, “Statement of Cash Flows (Topic
230)”. The amendments in this update require that a statement
of cash flows explain the change during the period in the total of
cash, cash equivalents, and amounts generally described as
restricted cash or restricted cash equivalents. Therefore, amounts
generally described as restricted cash and restricted cash
equivalents should be included with cash and cash equivalents when
reconciling the beginning of period and end of period total amounts
shown on the statement of cash flows. The amendments are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. The Sponsor elected to early
adopt ASU 2016-18 for the year ending December 31, 2017 and the
adoption did not have a material impact on the financial statements
and disclosures of the Trust or the Fund.
96
The
FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts
with Customers (Topic 606),” which replaces the revenue
recognition requirements of “Revenue Recognition (Topic
605).” This ASU is based on the principle that revenue is
recognized to depict the transfer of goods and services to
customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or
services. This ASU provides new and more detailed guidance on
specific topics and expands and improves disclosures about revenue.
In August 2015, the FASB issued ASU 2015-14 which defers the
effective date of ASU 2014-09 by one year to fiscal years beginning
after December 15, 2017. ASU 2015-14 also permits early adoption of
ASU 2014-09, but not before the original effective date, which was
for fiscal years beginning after December 15, 2016. The Trust and
the Fund record income or loss from the recognition and measurement
of futures contracts and from interest income under Subtopic
825-10. Revenue from financial instruments which are valued under
Subtopic 825 will not be subject to the application of ASU 2014-09
and 2015-14. The Sponsor elected to adopt the amendments for the
fiscal year ending December 31, 2017. The adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and
Derivatives and Hedging (Topic 815): Rescission of SEC Guidance
Because of Accounting Standards Updates 2014-09 and 2014-16
Pursuant to Staff Announcements at the March 3, 2016 EITF
Meeting”. The amendments make targeted improvements to
clarify the principal versus agent assessment and are intended to
make the guidance more operable and lead to more consistent
application. The Trust and the Fund record income or loss from the
recognition and measurement of futures contracts and from interest
income under Subtopic 825-10. Revenue from financial instruments
which are valued under Subtopic 825 will not be subject to the
application of ASU 2016-11. The Sponsor elected to adopt ASU
2016-11 for the year ending December 31, 2017. The adoption did not
have a material impact on the financial statements and disclosures
of the Trust or the Fund.
The
FASB issued ASU 2016-02, “Leases (Topic 842).” The
amendments in this update increase transparency and comparability
among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information
about leasing arrangements. The amendments in this update are
effective for fiscal years beginning after December 15, 2018. This
standard is not expected to have a material impact on the financial
statements and disclosures of the Trust or the Fund.
The
FASB issued ASU 2016-01, “Financial Instruments-Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities.” The amendments in this update are
intended to improve the recognitions measurement and disclosure of
financial instruments. The amendments to this update are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. These amendments are required to
be applied prospectively. The adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
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, 2018 and December 31,
2017:
September 30, 2018
Assets:
|
Level 1
|
Level 2
|
Level 3
|
Balance as of
September 30, 2018 |
Cash equivalents
|
$34,963,062
|
$—
|
$—
|
$34,963,062
|
Wheat futures contracts
|
352,713
|
—
|
—
|
352,713
|
Total
|
$35,315,774
|
$—
|
$—
|
$35,315,774
|
Liabilities:
|
Level 1
|
Level 2
|
Level 3
|
Balance as of
September 30, 2018 |
Wheat futures contracts
|
$1,635,113
|
$—
|
$—
|
$1,635,113
|
97
December 31, 2017
Assets:
|
Level 1
|
Level 2
|
Level 3
|
Balance as of
December 31, 2017 |
Cash equivalents
|
$24,965,043
|
$—
|
$—
|
$24,965,043
|
Wheat futures contracts
|
604,475
|
—
|
—
|
604,475
|
Total
|
$25,569,518
|
$—
|
$—
|
$25,569,518
|
Liabilities:
|
Level 1
|
Level 2
|
Level 3
|
Balance as of
December 31, 2017 |
Wheat futures contracts
|
$3,200,525
|
$—
|
$—
|
$3,200,525
|
For the nine months
ended September 30, 2018 and year ended December 31, 2017, 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, 2018 and for the year ended December 31, 2017, 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 Futures
Commission Merchant (“FCM”). Subsequent payments
(variation margin) are made or received by the Fund each day,
depending on the daily fluctuations in the value of the contract,
and are recorded as unrealized gains or losses by the Fund. Futures
contracts may reduce the Fund’s exposure to counterparty risk
since futures contracts are exchange-traded; and the
exchange’s clearinghouse, as the counterparty to all
exchange-traded futures, guarantees the futures against
default.
The Commodity
Exchange Act requires an FCM to segregate all customer transactions
and assets from the FCM’s proprietary activities. A
customer’s cash and other equity deposited with an FCM are
considered commingled with all other customer funds subject to the
FCM’s segregation requirements. In the event of an
FCM’s insolvency, recovery may be limited to the Fund’s
pro rata share of segregated customer funds available. It is
possible that the recovery amount could be less than the total of
cash and other equity deposited.
The following 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 the Financial Accounting Standards Board’s
(“FASB”) Accounting Standards Update
(“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, 2018 and December 31,
2017.
98
Offsetting of Financial Assets and Derivative
Assets as of September 30, 2018
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Assets
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due to Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Wheat futures contracts
|
$
352,713
|
$
-
|
$
352,713
|
$
352,713
|
$
-
|
$
-
|
Offsetting of Financial Liabilities and
Derivative Liabilities as of September 30, 2018
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Liabilities
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due from Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Wheat futures contracts
|
$
1,635,113
|
$
-
|
$
1,635,113
|
$
352,713
|
$
1,282,400
|
$
-
|
Offsetting of Financial Assets and Derivative
Assets as of December 31, 2017
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Assets
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due to Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Wheat futures contracts
|
$
604,475
|
$
-
|
$
604,475
|
$
604,475
|
$
-
|
$
-
|
99
Offsetting of Financial Liabilities and
Derivative Liabilities as of December 31, 2017
|
(i)
|
(ii)
|
(iii) = (i) - (ii)
|
(iv)
|
(v)=(iii)-(iv)
|
|
|
|
|
|
Gross
Amount Not Offset in the
|
|
|
|
|
|
|
Statement
of Assets and Liabilities
|
|
|
Description
|
Gross Amount of Recognized Liabilities
|
Gross Amount Offset in the Statement of Assets and
Liabilities
|
Net Amount Presented in the Statement of Assets and
Liabilities
|
Futures Contracts Available for Offset
|
Collateral, Due from Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Wheat futures contracts
|
$
3,200,525
|
$
-
|
$
3,200,525
|
$
604,475
|
$
2,596,050
|
$
-
|
The following
tables identify the net gain and loss amounts included in the
statements of operations as realized and unrealized gains and
losses on trading of commodity futures contracts categorized by
primary underlying risk:
Three months ended September 30,
2018
Primary Underlying
Risk
|
Realized Loss on
Commodity Futures Contracts |
Net Change in Unrealized
Appreciation on Commodity Futures Contracts |
Commodity
price
|
|
|
Wheat futures
contracts
|
$(2,473,162)
|
$1,575,700
|
Three months ended September 30,
2017
Primary Underlying
Risk
|
Realized Gain on
Commodity Futures Contracts |
Net Change in Unrealized
Depreciation on Commodity Futures Contracts |
Commodity
price
|
|
|
Wheat futures
contracts
|
$1,955,888
|
$(11,125,988)
|
Nine months ended September 30,
2018
Primary Underlying
Risk
|
Realized Gain on
Commodity Futures Contracts |
Net Change in Unrealized
Appreciation on Commodity Futures Contracts |
Commodity
price
|
|
|
Wheat futures
contracts
|
$2,426,687
|
$1,313,650
|
100
Nine months ended September 30,
2017
Primary Underlying
Risk
|
Realized Gain on
Commodity Futures Contracts |
Net Change in Unrealized
Appreciation on Commodity Futures Contracts |
Commodity
price
|
|
|
Wheat futures
contracts
|
$1,286,087
|
$152,650
|
Volume of
Derivative Activities
The average
notional market value categorized by primary underlying risk for
all futures contracts held was $65.8 million and $67.6 million for
the three and nine months ended September 30, 2018 and $64.8
million and $67.3 million for the three and nine months ended
September 30, 2017.
Note 6
– Financial
Highlights
The following
tables present per unit performance data and other supplemental
financial data for the three and nine months ended September 30,
2018 and 2017. This information has been derived from information
presented in the financial statements. 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
|
|
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
Per Share Operation Performance
|
|
|
|
|
Net
asset value at beginning of period
|
6.37
|
7.84
|
5.99
|
6.89
|
Income
(loss) from investment operations:
|
|
|
|
|
Investment
income
|
0.03
|
0.02
|
0.10
|
0.05
|
Net
realized and unrealized (loss) gain on commodity futures
contracts
|
(0.10)
|
(1.23)
|
0.34
|
(0.18)
|
Total
expenses, net
|
(0.06)
|
(0.06)
|
(0.19)
|
(0.19)
|
Net
(decrease) increase in net asset value
|
(0.13)
|
(1.27)
|
0.25
|
(0.32)
|
Net
asset value at end of period
|
6.24
|
6.57
|
6.24
|
6.57
|
Total Return
|
(2.04)%
|
(16.20)%
|
4.17%
|
(4.64)%
|
Ratios to Average Net Assets (Annualized)
|
|
|
|
|
Total
expenses
|
4.09%
|
4.40%
|
4.21%
|
3.88%
|
Total
expenses, net
|
3.83%
|
3.75%
|
3.83%
|
3.66%
|
Net
investment loss
|
(1.64)%
|
(2.46)%
|
(1.87)%
|
(2.60)%
|
The financial
highlights per share data are calculated consistent with the
methodology used to calculate asset-based fees and
expenses.
101
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 financial statements for the quarter-ended September
30, 2018 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
November 1, 2018, the Sponsor executed a consulting agreement with
Foreside Consulting Services, LLC to provide NFA Compliance Support
to the commodity pools managed by the Sponsor. For these services,
Foreside will receive $60,000 per year, to be paid monthly. The
total obligation for the remainder of 2018 will be $5,000 paid in
November and $5,000 paid in December.
On
October 23, 2018, the balance of all accounts for theWEAT Fund at
Mascoma Savings Bank, including two checking accounts as well as a
Promontory Insured Cash Sweep account, was drawn to $0. On October
24, 2018, each account was closed and the relationship with Mascoma
Savings bank was terminated in an effort to increase efficiency in
Treasury Management. Interest was paid to date prior to the closing
of the accounts. The Sponsor has no expected additional outstanding
obligations with Mascoma Savings Bank.
102
TEUCRIUM AGRICULTURAL FUND
|
September 30, 2018
|
December 31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash
equivalents
|
$3,110
|
$2,474
|
Interest
receivable
|
4
|
2
|
Other
assets
|
631
|
-
|
Equity
in trading accounts:
|
|
|
Investments
in securities, at fair value (cost $2,081,910 and $1,790,621 as of
September 30, 2018 and December 31, 2017,
respectively)
|
1,498,052
|
1,136,120
|
Total
assets
|
1,501,797
|
1,138,596
|
|
|
|
Liabilities
|
|
|
Other
liabilities
|
1,359
|
957
|
|
|
|
Net assets
|
$1,500,438
|
$1,137,639
|
|
|
|
Shares outstanding
|
75,002
|
50,002
|
|
|
|
Net asset value per share
|
$20.01
|
$22.75
|
|
|
|
Market value per share
|
$20.03
|
$22.10
|
The accompanying notes are an integral part of
these financial statements.
103
TEUCRIUM AGRICULTURAL
FUND
September 30,
2018
(Unaudited)
|
|
Percentage of
|
|
Description: Assets
|
Fair Value
|
Net Assets
|
Shares
|
|
|
|
|
Exchange-traded funds
|
|
|
|
Teucrium
Corn Fund
|
$374,705
|
24.97%
|
23,658
|
Teucrium
Soybean Fund
|
378,926
|
25.25
|
23,931
|
Teucrium
Sugar Fund
|
377,319
|
25.15
|
56,874
|
Teucrium
Wheat Fund
|
367,102
|
24.47
|
58,837
|
Total
exchange-traded funds (cost $2,081,910)
|
$1,498,052
|
99.84%
|
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$3,110)
|
$3,110
|
0.21%
|
3,110
|
The accompanying notes are an integral part of
these financial statements.
104
TEUCRIUM AGRICULTURAL
FUND
SCHEDULE OF INVESTMENTS
December 31,
2017
|
|
|
|
Description: Assets
|
Fair Value
|
Percentage of
Net Assets |
Shares
|
|
|
|
|
Exchange-traded funds
|
|
|
|
Teucrium
Corn Fund
|
$287,376
|
25.26%
|
17,158
|
Teucrium
Soybean Fund
|
273,664
|
24.06
|
15,331
|
Teucrium
Sugar Fund
|
289,049
|
25.41
|
29,524
|
Teucrium
Wheat Fund
|
286,031
|
25.14
|
47,737
|
Total
exchange-traded funds (cost $1,790,621)
|
$1,136,120
|
99.87%
|
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$2,474)
|
$2,474
|
0.22%
|
2,474
|
The accompanying notes are an integral part of
these financial statements.
105
TEUCRIUM AGRICULTURAL
FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
Income
|
|
|
|
|
Realized
and unrealized gain (loss) on trading of securities:
|
|
|
|
|
Realized
loss on securities
|
$(108,459)
|
$(89,727)
|
$(281,650)
|
$(231,540)
|
Net
change in unrealized appreciation on securities
|
27,458
|
13,272
|
70,643
|
96,403
|
Interest
income
|
15
|
4
|
34
|
11
|
Total
loss
|
(80,986)
|
(76,451)
|
(210,973)
|
(135,126)
|
|
|
|
|
|
Expenses
|
|
|
|
|
Professional
fees
|
4,543
|
4,185
|
11,315
|
10,453
|
Distribution
and marketing fees
|
4,839
|
2,523
|
13,721
|
11,776
|
Custodian
fees and expenses
|
647
|
429
|
1,867
|
1,627
|
Business
permits and licenses fees
|
102
|
-
|
12,158
|
12,132
|
General
and administrative expenses
|
268
|
260
|
1,666
|
1,454
|
Other
expenses
|
140
|
128
|
537
|
473
|
Total
expenses
|
10,539
|
7,525
|
41,264
|
37,915
|
|
|
|
|
|
Expenses
waived by the Sponsor
|
(8,628)
|
(5,987)
|
(35,929)
|
(33,159)
|
|
|
|
|
|
Total expenses, net
|
1,911
|
1,538
|
5,335
|
4,756
|
|
|
|
|
|
Net loss
|
$(82,897)
|
$(77,989)
|
$(216,308)
|
$(139,882)
|
|
|
|
|
|
Net
loss per share
|
$(1.10)
|
$(1.56)
|
$(2.74)
|
$(2.80)
|
Net
loss per weighted average share
|
$(1.11)
|
$(1.56)
|
$(3.29)
|
$(2.80)
|
Weighted
average shares outstanding
|
75,002
|
50,002
|
65,844
|
50,002
|
The accompanying notes are an integral part of
these financial statements.
106
TEUCRIUM AGRICULTURAL FUND
(Unaudited)
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
Operations
|
|
|
Net
loss
|
$(216,308)
|
$(139,882)
|
Capital
transactions
|
|
|
Issuance
of Shares
|
579,107
|
-
|
Total
capital transactions
|
579,107
|
-
|
Net
change in net assets
|
362,799
|
(139,882)
|
|
|
|
Net assets, beginning of period
|
$1,137,639
|
$1,316,370
|
|
|
|
Net assets, end of period
|
$1,500,438
|
$1,176,488
|
|
|
|
Net asset value per share at beginning of period
|
$22.75
|
$26.33
|
|
|
|
Net asset value per share at end of period
|
$20.01
|
$23.53
|
|
|
|
Creation
of Shares
|
25,000
|
-
|
Redemption
of Shares
|
-
|
-
|
The accompanying notes are an integral part of
these financial statements.
107
TEUCRIUM AGRICULTURAL FUND
(Unaudited)
|
Nine months ended
|
Nine months ended
|
|
September 30, 2018
|
September 30, 2017
|
Cash flows from operating activities:
|
|
|
Net
loss
|
$(216,308)
|
$(139,882)
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
Net
change in unrealized appreciation on securities
|
(70,643)
|
(96,403)
|
Changes in operating assets and liabilities:
|
|
|
Net sale of investments in securities
|
(291,289)
|
234,589
|
Interest receivable
|
(2)
|
(1)
|
Other assets
|
(631)
|
(247)
|
Other liabilities
|
402
|
551
|
Net
cash used in operating activities
|
(578,471)
|
(1,393)
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds from sale of Shares
|
579,107
|
-
|
Net
cash provided by financing activities
|
579,107
|
-
|
|
|
|
Net change in cash and cash equivalents
|
636
|
(1,393)
|
Cash and cash equivalents, beginning of period
|
2,474
|
2,360
|
Cash and cash equivalents, end of period
|
$3,110
|
$967
|
The accompanying notes are an integral part of
these financial statements.
108
September 30, 2018
(Unaudited)
Note 1 – Organization and
Operation
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”). The Sponsor registered as a Commodity Trading
Advisor ("CTA") with the CFTC effective September 8,
2017.
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 S1
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 current
registration statement for TAGS was declared effective by the SEC
on April 30, 2018.
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:
TAGS Benchmark
Underlying
Fund
|
Weighting
|
CORN
|
25%
|
SOYB
|
25%
|
CANE
|
25%
|
WEAT
|
25%
|
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 secondto-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%.
109
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 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, 2018 are not
necessarily indicative of the results to be expected for the full
year ending December 31, 2017.
Subject to the
terms of the Trust Agreement, Teucrium Trading, LLC, in its
capacity as the Sponsor (“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.
U.S. Bank N.A. is a Wisconsin state chartered bank subject to
regulation by the Board of Governors of the Federal Reserve System
and the Wisconsin State Banking Department. The principal address
for U.S. Bancorp Fund Services, LLC (“USBFS”) is 615 E.
Michigan Street, Milwaukee, WI 53202. In addition, effective on the
Conversion Date, 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.
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. These services are recorded in custodian
fees and expenses on the statements of operations. A summary of
these expenses is included below.
The Sponsor
employs Foreside Fund Services, LLC (“Foreside” or the
“Distributor”) as the Distributor for the Funds. The
Distribution Services Agreement among the Distributor and the
Sponsor 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. These services are recorded in
distribution and marketing fees on the statements of operations. A
summary of these expenses is included
below.
ED&F Man
Capital Markets, Inc. (“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 is paid $9.00 per round turn. These
expenses are recorded in
brokerage commissions on the statements of operations. A summary of
these expenses is included below.110
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. These
services are recorded in business permits and licenses fees on the
statements of operations. A summary of these expenses is included
below.
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Amount
Recognized for Custody Services
|
$647
|
$429
|
$1,867
|
$1,627
|
Amount
of Custody Services Waived
|
$647
|
$316
|
$1,738
|
$1,334
|
|
|
|
|
|
Amount
Recognized for Distribution Services
|
$295
|
$234
|
$844
|
$786
|
Amount
of Distribution Services Waived
|
$295
|
$23
|
$767
|
$436
|
|
|
|
|
|
Amount
Recognized for Brokerage Commissions
|
$-
|
$-
|
$-
|
$-
|
Amount
of Brokerage Commissions Waived
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
Amount
Recognized for Wilmington Trust
|
$24
|
$16
|
$24
|
$16
|
Amount
of Wilminton Trust Waived
|
$24
|
$-
|
$24
|
$-
|
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.
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 operations 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.
Interest on cash equivalents with financial institutions are
recognized on the accrual basis. The Funds earn interest on funds
held at the custodian and other financial institutions at
prevailing market rates for such investments.
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.
111
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 2015 to 2017,
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, 2018 and for the years ended December 31, 2017, 2016
and 2015. 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 income tax fees payable, if
assessed. No interest expense or penalties have been recognized as
of and for the three and nine months ended September 30, 2018 and
2017.
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. In the opinion of the Sponsor,
the 2017 Tax Cuts and Jobs Act, will not have a significant impact
on the Fund and did not have a significant impact on the financial
statements of the Fund.
Creations and
Redemptions
Effective August
28, 2018, the Sponsor filed a prospectus supplement updating the
Creation and Redemption Basket size to 12,500 shares. Prior to this
prospectus supplement, the basket size for Creations and
Redemptions was 25,000 shares.
Authorized
Purchasers may purchase Creation Baskets consisting of 12,500
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 12,500
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 four
Redemption Baskets for the Fund and a minimum level of shares. If
the Fund experienced redemptions that caused the number of Shares
outstanding to decrease to the minimum level of Shares required to
be outstanding, until the minimum number of Shares is again
exceeded through the purchase of a new Creation Basket, there can
be no more redemptions by an Authorized
Purchaser.
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. Assets deposited with
a financial institution may, at times, exceed federally insured
limits. TAGS had a balance of $3,110 and $2,474 in money market
funds at September 30, 2018 and December 31, 2017, respectively;
these balances are included in cash equivalents on the statements
of assets and liabilities.
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.
|
112
The administrator,
USBFS, 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 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 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 accounting, financial reporting, 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, formerly the National
Association of Securities Dealers, or any other regulatory agency
in connection with the offer and sale of subsequent Shares after
its initial registration and all legal, accounting, printing and
other expenses associated therewith. The Fund also pays its portion
of the fees and expenses associated with the Trust’s tax
accounting and reporting requirements. Certain aggregate expenses
common to all Funds 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 accounting
and financial reporting, regulatory compliance, and trading
activities that are directly attributable to the Fund. Such
expenses are primarily recorded as distribution and marketing fees
on the statement of operations. All asset-based fees and expenses
for the Funds are calculated on the prior day’s net
assets.
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Recognized
Related Party Transactions
|
$3,451
|
$2,479
|
$12,081
|
$10,184
|
Waived
Related Party Transactions
|
$2,881
|
$1,328
|
$8,387
|
$7,456
|
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.
The Sponsor has determined that there would be no recovery sought
for the amounts below in any future period:
|
Three
months Ended
|
Three
months Ended
|
Nine
months Ended
|
Nine
months Ended
|
|
September
30, 2018
|
September
30, 2017
|
September
30, 2018
|
September
30, 2017
|
Expenses
waived by the Sponsor
|
$8,628
|
$5,987
|
$35,929
|
$33,159
|
113
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”) 2018-13:
“Fair Value Measurement (Topic 820): Disclosure Framework
– Changes to the Disclosure Requirements for Fair Value
Measurement. These amendments modify public and private company
fair value disclosure requirements. While some disclosures were
removed or modified, others were added. The guidance is a result of
the FASB’s test of the principals developed to improve the
effectiveness of disclosures in the notes to the financial
statements. The amendments will be effective for fiscal years and
interim periods beginning after December 15, 2019 and may be
adopted early. The Sponsor is evaluating the impacts, specifically,
the removal, modification and addition to the fair value
disclosures of the Trust or the Fund.
The
FASB issued ASU 2018-05, “Income Taxes (Topic 740):
Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting
Bulletin No. 118." These amendments add guidance to the FASB
Accounting Standards Codification regarding the Tax Cuts and Jobs
Act (Act). The amendments were adopted for the quarter ended March
31, 2018; the adoption did not have a material impact on the
financial statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2018-03: “Technical Corrections and
Improvements to Financial Instruments—Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and
Financial Liabilities, that clarifies the guidance in ASU No.
2016-01, Financial Instruments—Overall (Subtopic
825-10).” These amendments clarify the guidance in ASU No.
2016-01 on issues related to Fair Value and Forward Contracts and
Purchased Options. The amendments are effective for fiscal years
beginning after December 15, 2017. The adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2017-13, “Revenue Recognition (Topic 605),
Leases (Topic 840), and Leases (Topic 842): Amendments to SEC
Paragraphs Pursuant to the Staff Announcement at the July 20, 2017
EITF Meeting and Rescission of Prior SEC Staff Announcements and
Observer Comments”. The amendment amends the early adoption
date option for certain companies related to adoption of ASU No.
2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not
object to a public business entity that otherwise would not meet
the definition of a public business entity except for a requirement
to include or the inclusion of its financial statements or
financial information in another entity’s filing with the SEC
adopting ASC Topic 842 for fiscal years beginning after December
15, 2019, and interim periods within fiscal years beginning after
December 15, 2020. This amendment is not expected to have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The
FASB issued ASU 2017-12, “Derivatives and Hedging (Topic
815): Targeted Improvements to Accounting for Hedging
Activities”. These amendments refine and expand hedge
accounting for both financial (e.g., interest rate) and commodity
risks. Its provisions create more transparency around how economic
results are presented, both on the face of the financial statements
and in the footnotes. It also makes certain targeted improvements
to simplify the application of hedge accounting guidance. The
amendments are effective for public companies for fiscal years
beginning after December 15, 2018. This amendment is not expected
to have any impact on the financial statements and disclosures of
the Trust or the Fund.
The
FASB issued ASU 2017-03, “Accounting Changes and Error
Corrections (Topic 250) and Investments – Equity Method and
Joint Ventures (Topic 323)”. These amendments require
disclosure of the impact that recently issued accounting standards
will have on the financial statements of a registrant when such
standards are adopted in a future period. The amendments were
adopted for the quarter ended March 31, 2017; the adoption did not
have a material impact on the financial statements and disclosures
of the Trust or the Fund.
The
FASB issued ASU 2017-01, “Business Combinations (Topic 805):
Clarifying the Definition of a Business”. The amendments are
intended to help companies and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals)
of assets or businesses. The amendments are effective for public
companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. The adoption did
not have a material impact on the financial statements and
disclosures of the Trust or the Fund.
The
FASB issued ASU 2016-18, “Statement of Cash Flows (Topic
230)”. The amendments in this update require that a statement
of cash flows explain the change during the period in the total of
cash, cash equivalents, and amounts generally described as
restricted cash or restricted cash equivalents. Therefore, amounts
generally described as restricted cash and restricted cash
equivalents should be included with cash and cash equivalents when
reconciling the beginning of period and end of period total amounts
shown on the statement of cash flows. The amendments are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. The Sponsor elected to early
adopt ASU 2016-18 for the year ending December 31, 2017 and the
adoption did not have a material impact on the financial statements
and disclosures of the Trust or the Fund.
The
FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts
with Customers (Topic 606),” which replaces the revenue
recognition requirements of “Revenue Recognition (Topic
605).” This ASU is based on the principle that revenue is
recognized to depict the transfer of goods and services to
customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or
services. This ASU provides new and more detailed guidance on
specific topics and expands and improves disclosures about revenue.
In August 2015, the FASB issued ASU 2015-14 which defers the
effective date of ASU 2014-09 by one year to fiscal years beginning
after December 15, 2017. ASU 2015-14 also permits early adoption of
ASU 2014-09, but not before the original effective date, which was
for fiscal years beginning after December 15, 2016. The Trust and
the Fund record income or loss from the recognition and measurement
of futures contracts and from interest income under Subtopic
825-10. Revenue from financial instruments which are valued under
Subtopic 825 will not be subject to the application of ASU 2014-09
and 2015-14. The Sponsor elected to adopt the amendments for the
fiscal year ending December 31, 2017. The adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
114
The
FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and
Derivatives and Hedging (Topic 815): Rescission of SEC Guidance
Because of Accounting Standards Updates 2014-09 and 2014-16
Pursuant to Staff Announcements at the March 3, 2016 EITF
Meeting”. The amendments make targeted improvements to
clarify the principal versus agent assessment and are intended to
make the guidance more operable and lead to more consistent
application. The Trust and the Fund record income or loss from the
recognition and measurement of futures contracts and from interest
income under Subtopic 825-10. Revenue from financial instruments
which are valued under Subtopic 825 will not be subject to the
application of ASU 2016-11. The Sponsor elected to adopt ASU
2016-11 for the year ending December 31, 2017. The adoption did not
have a material impact on the financial statements and disclosures
of the Trust or the Fund.
The
FASB issued ASU 2016-02, “Leases (Topic 842).” The
amendments in this update increase transparency and comparability
among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information
about leasing arrangements. The amendments in this update are
effective for fiscal years beginning after December 15, 2018. This
standard is not expected to have a material impact on the financial
statements and disclosures of the Trust or the Fund.
The
FASB issued ASU 2016-01, “Financial Instruments-Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities.” The amendments in this update are
intended to improve the recognitions measurement and disclosure of
financial instruments. The amendments to this update are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. These amendments are required to
be applied prospectively. The adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
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.
Net Income
(Loss) per Share
Net income (loss)
per share is the difference between the NAV per unit at the
beginning of each period and at the end of each period. The
weighted average number of units outstanding was computed for
purposes of disclosing net income (loss) per weighted average unit.
The weighted average units are equal to the number of units
outstanding at the end of the period, adjusted proportionately for
units created or redeemed based on the amount of time the units
were outstanding during such period.
115
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 2. The following table
presents information about the Fund’s assets and liabilities
measured at fair value as of September 30, 2018 and December 31,
2017:
September 30, 2018
|
|
|
|
Balance as of
|
Assets:
|
Level 1
|
Level 2
|
Level 3
|
September 30, 2018
|
Exchange-traded funds
|
$1,498,052
|
$—
|
$—
|
$1,498,052
|
Cash equivalents
|
3,110
|
—
|
—
|
3,110
|
Total
|
$1,501,162
|
$—
|
$—
|
$1,501,162
|
December 31, 2017
|
|
|
|
Balance as of
|
Assets:
|
Level 1
|
Level 2
|
Level 3
|
December 31, 2017
|
Exchange-traded funds
|
$1,136,120
|
$—
|
$—
|
$1,136,120
|
Cash equivalents
|
2,474
|
—
|
—
|
2,474
|
Total
|
$1,138,594
|
$—
|
$—
|
$1,138,594
|
For the nine months
ended September 30, 2018 and year ended December 31, 2017, the Fund
did not have any transfers between any of the level 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 –
Financial Highlights
The following table
presents per unit performance data and other supplemental financial
data for the three and nine months ended September 30, 2018 and
2017. This information has been derived from information presented
in the financial statements. 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
|
|
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
Per Share Operation Performance
|
|
|
|
|
Net
asset value at beginning of period
|
21.11
|
25.09
|
22.75
|
26.33
|
Loss
from investment operations:
|
|
|
|
|
Net
realized and unrealized loss on investment
transactions
|
(1.08)
|
(1.53)
|
(2.66)
|
(2.70)
|
Total
expenses, net
|
(0.02)
|
(0.03)
|
(0.08)
|
(0.10)
|
Net
decrease in net asset value
|
(1.10)
|
(1.56)
|
(2.74)
|
(2.80)
|
Net
asset value at end of period
|
20.01
|
23.53
|
20.01
|
23.53
|
Total Return
|
(5.21)%
|
(6.22)%
|
(12.04)%
|
(10.63)%
|
Ratios to Average Net Assets (Annualized)
|
|
|
|
|
Total
expenses
|
2.70%
|
2.45%
|
3.83%
|
3.99%
|
Total
expenses, net
|
0.49%
|
0.50%
|
0.50%
|
0.50%
|
Net
investment loss
|
(0.49)%
|
(0.50)%
|
(0.50)%
|
(0.50)%
|
116
The financial
highlights per share data are calculated consistent with the
methodology used to calculate asset-based fees and
expenses.
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 financial statements for the quarter-ended September
30, 2018 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.
On
November 1, 2018, the Sponsor executed a consulting agreement with
Foreside Consulting Services, LLC to provide NFA Compliance Support
to the commodity pools managed by the Sponsor. For these services,
Foreside will receive $60,000 per year, to be paid monthly. The
total obligation for the remainder of 2018 will be $5,000 paid in
November and $5,000 paid in December.
117
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. Effective as
of April 16, 2018, the Trust and the Funds operate pursuant to the
Trust’s Third Amended and Restated Declaration of Trust and
Trust Agreement (the “Trust Agreement”).
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. The current registration statement for CORN was declared
effective by the SEC on April 29, 2016.
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. The current
registration statements for CANE and SOYB were declared effective
by the SEC on April 30, 2018. The registration statements for SOYB
and CANE registered an additional 5,000,000 shares each. The
current registration statement for WEAT was declared effective on
July 15, 2016. This registration statement for WEAT registered an
additional 24,050,000 shares.
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. The current
registration statement for TAGS was declared effective by the SEC
on April 30, 2018.
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 on designated commodities (each, a
“Designated Commodity”) 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 (each, a
“Futures Contract”) that expire in a specific month and
trade on a specific exchange in the Specified Commodity comprising
the Benchmark, as defined below or shares of the Underlying Funds
in the case of TAGS. Each Fund has the ability to hold 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 and/or on deposit with the Custodian
of other financial institutions.
The Investment Objective of the Funds
The
investment objective of CORN is to have the daily changes in
percentage terms of the Shares’ Net Asset Value
(“NAV”) reflect the daily changes in percentage terms
of a weighted average of the closing settlement prices for three
futures contracts for corn (“Corn Futures Contracts”)
that are traded on the Chicago Board of Trade
(“CBOT”):
CORN Benchmark
CBOT
Corn Futures Contract
|
Weighting
|
Second
to expire
|
35%
|
Third
to expire
|
30%
|
December following
the third to expire
|
35%
|
The
investment objective of SOYB 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 (“Soybeans Futures
Contracts”) that are traded on the Chicago Board of Trade
(“CBOT”):
118
SOYB Benchmark
CBOT
Soybeans Futures Contract
|
Weighting
|
Second
to expire (excluding August & September)
|
35%
|
Third
to expire (excluding August & September)
|
30%
|
Expiring in the
November following the expiration of the third-to-expire
contract
|
35%
|
The
investment objective of CANE 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 No. 11 sugar (“Sugar Futures
Contracts”) that are traded on the ICE Futures US
(“ICE”):
CANE Benchmark
ICE
Sugar Futures Contract
|
Weighting
|
Second
to expire
|
35%
|
Third
to expire
|
30%
|
Expiring in the
March following the expiration of the third-to-expire
contract
|
35%
|
The
investment objective of WEAT 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 wheat (“Wheat Futures Contracts”)
that are traded on the Chicago Board of Trade
(“CBOT”):
WEAT Benchmark
CBOT
Wheat Futures Contract
|
Weighting
|
Second
to expire
|
35%
|
Third
to expire
|
30%
|
December following
the third-to-expire
|
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:
119
TAGS Benchmark
Underlying
Fund
|
Weighting
|
CORN
|
25%
|
SOYB
|
25%
|
CANE
|
25%
|
WEAT
|
25%
|
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 U.S. Bancorp Fund Services, LLC
(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, 2018, 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
(1,250 contracts, MAR19)
|
$23,000,000
|
35%
|
CBOT Corn Futures
(1,050 contracts, MAY19)
|
19,726,875
|
30
|
CBOT Corn Futures
(1,177 contracts, DEC19)
|
23,025,063
|
35
|
|
|
|
Total at September
30, 2018
|
$65,751,938
|
100%
|
SOYB
Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
|
|
|
CBOT Soybean
Futures (235 contracts, JAN19)
|
$10,099,125
|
35%
|
CBOT Soybean
Futures (198 contracts, MAR19)
|
8,640,225
|
30
|
CBOT Soybean
Futures (223 contracts, NOV19)
|
10,168,800
|
35
|
|
|
|
Total at September
30, 2018
|
$28,908,150
|
100%
|
120
CANE
Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
|
|
|
ICE Sugar Futures
(419 contracts, MAY19)
|
$5,298,171
|
35%
|
ICE Sugar Futures
(354 contracts, JUL19)
|
4,523,837
|
30
|
ICE Sugar Futures
(379 contracts, MAR20)
|
5,259,307
|
35
|
|
|
|
Total at September
30, 2018
|
$15,081,315
|
100%
|
WEAT
Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
|
|
|
CBOT Wheat Futures
(823 contracts, MAR19)
|
$21,696,338
|
35%
|
CBOT Wheat Futures
(686 contracts, MAY19)
|
18,461,975
|
30
|
CBOT Wheat Futures
(758 contracts, DEC19)
|
21,508,250
|
35
|
|
|
|
Total at September
30, 2018
|
$61,666,563
|
100%
|
TAGS
Benchmark Component Futures Contracts
|
Fair Value
|
Weight (%)
|
Shares of Teucrium
Corn Fund (23,658 shares)
|
$374,705
|
25%
|
Shares of Teucrium
Soybean Fund (23,931 shares)
|
378,926
|
25
|
Shares of Teucrium
Wheat Fund (58,837 shares)
|
367,102
|
25
|
Shares of Teucrium
Sugar Fund (56,874 shares)
|
377,319
|
25
|
|
|
|
Total at September
30, 2018
|
$1,498,052
|
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, all other things being
equal.
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 commodity interest
and the amount of cash and cash equivalents held in the
Fund’s portfolio. The specific types of other commodity
interests held (if any, which may include options on futures
contracts and derivative contracts such as swaps) (collectively,
“Other Commodity Interests,” and together with Futures
Contracts, “Commodity Interests” or
“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, or on a swap execution
facility (“SEF”) for standardized swaps. 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 (unless such
over-the-counter swap is cleared through a derivatives clearing
organization (“DCO”)), i.e., the risk that the other
party will not be able to perform its obligations under its
contract, and characteristics of such Other Commodity
Interests.
121
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 Commodity
Interests. Other Commodity Interests that do not have standardized
terms and are not exchange traded, referred to as
“over-the-counter” Commodity Interests, can generally
be structured as the parties to the Co Interest contract desire.
Therefore, each Fund might enter into multiple and/or
over-the-counter Interests intended to 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 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 thesame 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 within the business day, which is typically 7 hours
or less. 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
Funds earn interest and other income (“interest
income”) from cash equivalents that it purchases, and, on the
cash, it holds through the Custodian or other financial
institution. The Sponsor anticipates that the interest income will
increase the NAV of each Fund. The Funds apply the interest income
to the acquisition of additional investments or use it to pay its
expenses. If the Fund reinvests the earned interest income, it
makes investments that are consistent with its investment
objectives as disclosed. Any cash equivalent invested by a Fund
will have original maturity dates of three months or less at
inception. Any cash equivalents invested by a Fund will be deemed
by the Sponsor to be of investment grade quality. At the end of the
period, available cash balances in each of the Funds were invested
in the Fidelity Institutional Money Market Funds – Government
Portfolio, and in demand deposits at Rabobank, N.A and Mascoma
Savings Bank. Effective August 13, 2018, the Sponsor invested a
portion of the available cash for the Funds in a Promontory Insured
Cash Sweep (“ICS”) product. Effective October 3, 2017,
CORN and WEAT purchased commercial paper with maturities of ninety
days or less as described in the prospectus supplements filed with
the SEC on October 2, 2017. Effective February 2, 2018, SOYB and
CANE purchased commercial paper with maturities of ninety days or
less as described in the prospectus supplements filed with SEC on
January 16, 2018.
In
managing the assets of the Funds, the Sponsor does not use a
technical trading system that automatically issues buy and sell
orders. Instead, the Sponsor will purchase or sell the specific
underlying Commodity Interests with an aggregate market value that
approximates the amount of cash received or paid upon the purchase
or redemption of Shares.
The
Sponsor does not anticipate letting the commodity Futures Contracts
of any Fund expire, thus taking delivery of the underlying
commodity. Instead, the Sponsor will close out existing positions,
for instance, in response to ongoing changes in the Benchmark or if
it otherwise determines it would be appropriate to do so and
reinvest the proceeds in new Commodity Interests. Positions may
also be closed out to meet redemption orders, in which case the
proceeds from closing the positions will not be
reinvested.
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.
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 115
Christina Landing Drive Unit 2004, Wilmington, DE 19801. 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. The Sponsor
registered as a Commodity Trading Advisor ("CTA") with the CFTC
effective September 8, 2017.
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.
122
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.
Recent
management changes within the Sponsor are described
below:
On September 13, 2018, Barbara Riker resigned as the Chief
Financial Officer, Chief Accounting Officer, and Chief Compliance
Officer of the Sponsor.
Effective September 17, 2018, Corey Mullen-Rusin was appointed
Chief Financial Officer, Chief Accounting Officer and Chief
Compliance Officer of the Sponsor. Effective September 17, 2018,
Sal Gilbertie replaced Dale Riker as Chief Executive Officer and
Secretary of the Sponsor. Effective October 10, 2018, Steve Kahler
was appointed as the Chief Operating Officer of Teucrium. Any costs
associated with these restructuring events were not material to the
Funds or the Trust.
123
Performance Summary
This
report covers the periods from January 1 to September 30, 2018 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
|
$16.75
|
Loss from
investment operations:
|
|
Investment
income
|
0.26
|
Net realized and
unrealized loss on commodity futures contracts
|
(0.71)
|
Total
expenses
|
(0.46)
|
Net decrease in net
asset value
|
(0.91)
|
Net asset value end
of period
|
$15.84
|
Total
Return
|
(5.43)%
|
Ratios
to Average Net Assets (Annualized)
|
|
Total
expenses
|
3.89%
|
Total expenses,
net
|
3.58%
|
Net investment
loss
|
(1.58)%
|
|
|
SOYB
Per Share Operation Performance
|
|
Net asset value at
beginning of period
|
$17.85
|
Loss from
investment operations:
|
|
Investment
income
|
0.26
|
Net realized and
unrealized loss on commodity futures contracts
|
(1.79)
|
Total
expenses
|
(0.49)
|
Net decrease in net
asset value
|
(2.02)
|
Net asset value at
end of period
|
$15.83
|
Total
Return
|
(11.32)%
|
Ratios
to Average Net Assets (Annualized)
|
|
Total
expenses
|
6.35%
|
Total expenses,
net
|
3.84%
|
Net investment
loss
|
(1.82)%
|
CANE
Per Share Operation Performance
|
|
Net asset value at
beginning of period
|
$9.79
|
Loss from
investment operations:
|
|
Investment
income
|
0.11
|
Net realized and
unrealized loss on commodity futures contracts
|
(3.06)
|
Total
expenses
|
(0.21)
|
Net decrease in net
asset value
|
(3.16)
|
Net asset value at
end of period
|
$6.63
|
Total
Return
|
(32.28)%
|
Ratios
to Average Net Assets (Annualized)
|
|
Total
expenses
|
6.16%
|
Total expenses,
net
|
3.66%
|
Net investment
loss
|
(1.73)%
|
|
|
WEAT
Per Share Operation Performance
|
|
Net asset value at
beginning of period
|
$5.99
|
Income from
investment operations:
|
|
Investment
income
|
0.10
|
Net realized and
unrealized gain on commodity futures contracts
|
0.34
|
Total
expenses
|
(0.19)
|
Net increase in net
asset value
|
0.25
|
Net asset value at
end of period
|
$6.24
|
Total
Return
|
4.17%
|
Ratios
to Average Net Assets (Annualized)
|
|
Total
expenses
|
4.21%
|
Total expenses,
net
|
3.83%
|
Net investment
loss
|
(1.87)%
|
TAGS
Per Share Operation Performance
|
|
Net asset value at
beginning of period
|
$22.75
|
Loss from
investment operations:
|
|
Investment
income
|
0.00
|
Net realized and
unrealized loss on investment transactions
|
(2.66)
|
Total
expenses
|
(0.08)
|
Net decrease in net
asset value
|
(2.74)
|
Net asset value at
end of period
|
$20.01
|
Total
Return
|
(12.04)%
|
Ratios
to Average Net Assets (Annualized)
|
|
Total
expenses
|
3.83%
|
Total expenses,
net
|
0.50%
|
Net investment
loss
|
(0.50)%
|
124
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, 2018
compared to the same periods in 2017. 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 each
operated for the entirety of all periods.
Total
expenses for the current and comparative periods 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”). For all expenses waived in 2017 and 2018, the
Sponsor has determined that no reimbursement will be sought in
future periods. “Total expenses, net” is after the
impact of any expenses waived by 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.
In
accordance with ASU 2016-18 issued by the FASB, the presentation of
restricted cash on the financial statements beginning with the 2017
Form 10-K filing has been updated to be included in “Cash and
cash equivalents” on the Statements of Assets and Liabilities
and the Statements of Cash Flows, and as specified in the Notes to
the Financial Statements under “Cash, cash equivalents and
restricted cash”. This presentation did not have a material
impact on the financial statements and disclosures of the Trust and
the Funds. Effective October 2017, for all funds the balance for
restricted cash held in custody at the Bank of New York Mellon was
$0.
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. In some cases at its
discretion, the Sponsor may elect not to outsource certain of these
expenses. 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
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, 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, 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 services provided by the Sponsor or related
parties of principals of the Sponsor; these are necessary services
to the Funds, which are primarily the cost of performing certain
accounting and financial reporting, regulatory compliance, and
tradingactivities 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.
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, 2018, the Fund had 4,150,004 shares outstanding and
net assets of $65,729,363. This is in comparison to 3,825,004
shares outstanding and net assets of $67,327,657 on September 30,
2017 and 4,450,004 shares outstanding with net assets of
$73,118,194 on June 30, 2018. Shares outstanding increased by
325,000 or 8% for the period ended September 30, 2018 when compared
to September 30, 2017 and decreased by 300,000 or 7% for the period
ended September 30, 2018 when compared to June 30, 2018. This
increase year over year was, in the opinion of management, due to
the continued low price of corn relative to historical levels and
concerns over the U.S. weather during the harvest
period.
Total
net assets for the Fund were $65,729,363 on September 30, 2018
compared to $67,327,657 on September 30, 2017 and $73,118,194 on
June 30, 2018. The Net Asset Values (“NAV”) per share
related to these balances were $15.84, $17.60 and $16.43,
respectively. This represents a decrease in total net assets year
over year of 2%, driven by a combination of an increase in total
shares outstanding of 8% and a decrease in the NAV per share of
($1.76) or 10%. When comparing September 30, 2018 with June 30,
2018, there was a decrease in total net assets of 10%, driven by a
combination of a decrease in total shares outstanding of 7% and a
decrease in the NAV per share of ($0.59) or 4%. The closing prices
per share for September 30, 2018 and 2017 and June 30, 2018, as
reported by the NYSE Arca, were $15.87, $17.64 and $16.44,
respectively. The change from September 30, 2018 over the same
period last year was a 10% decrease, and a 3% decrease from June
30, 2018.
125
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, 2018 and serves to illustrate the
relative changes of these components.
126
The
total loss for the three-month period ended September 30, 2018 was
($1,727,463) resulting primarily from the net change in realized
loss on commodity futures contracts totaling ($6,989,488), and by a
net change in unrealized appreciation of commodity futures
contracts of $4,859,838. Total loss was ($4,763,833) in the same
period of 2017. The total loss for the nine-month period ended
September 30, 2018 was ($2,685,331) resulting primarily from the
net change in realized loss on commodity futures contracts totaling
($3,818,950), and by a net change in unrealized appreciation of
commodity futures contracts of $50,500. Total loss was ($2,484,197)
in the same period of 2017. 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 contact 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 and other income for the three-month period ended September
30, 2018 and 2017, respectively, was $402,187 and $217,130.
Interest income and other income for the nine-month period ended
September 30, 2018 and 2017, respectively, was $1,083,119 and
$549,003. 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 with more
attractive overnight deposit rates. More recently, effective
October 3, 2017, the Fund invested in investment grade commercial
paper with maturities of ninety days or less. These investments
provide a higher rate than money market products offered in the
past. Interest rates paid on cash balances of the Fund have
increased beginning March 2017 and have continued to increase
through September 2018. These higher levels of interest rates are
expected to continue in 2018, absent any decreases in the Federal
Funds rate.
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,
2018 were $683,626 and for the same period in 2017 were $729,672.
This represents a ($46,046) or 6% decrease for 2018 over 2017. The
decrease was driven by: 1) a ($14,339) or 11% decrease in
professional fees related to auditing, legal and tax preparation
fees; and 2) a ($27,174) or 9% decrease in distribution and
marketing expenses; 3) a ($9,014) or 24% decrease in custodian fees
and expenses; 4) a ($4,696) or 79% decrease in business permits and
licenses; and 5) a ($10,320) or 31% decrease in general and
administrative expenses. These decreases were offset by: 1) a
$13,287 or 8% increase in management fee paid to the Sponsor as a
result of higher average net assets; 2) a $3,335 or 15% increase in
brokerage commissions due to an increase in contracts purchased and
rolled; and 3) a $2,875 or 28% increase in other expenses. The
decreases were due, in general, to the decrease in the average
assets under management relative to the other Funds. The total
expense ratio gross of expenses waived by the Sponsor for the
three-month periods were 3.78% in 2018 and 4.35% in 2017. 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, 2018
were $2,109,243 and for the same period in 2017 were $2,216,966.
This represents a ($107,723) or 5% decrease for 2018 over 2017. The
decrease was driven by: 1) a ($75,037) or 17% decrease in
professional fees related to auditing, legal and tax preparation
fees; 2) a ($15,985) or 2% decrease in distribution and marketing
expenses; 3) a ($32,208) or 27% decrease in custodian fees and
expenses; 4) a ($254) or 1% decrease in business permits and
licenses; and 5) a ($16,297) or 16% decrease in general and
administrative expenses. These decreases were offset by: 1) a
$25,392 or 5% increase in management fee paid to the Sponsor as a
result of higher average net assets; 2) a $2,420 or 4% increase in
brokerage commissions due to an increase in contracts purchased and
rolled; and 3) a $4,246 or 14% increase in other expenses. The
decreases were due, in general, to the decrease in the average
assets under management relative to the other Funds. The total
expense ratio gross of expenses waived by the Sponsor for the
nine-month periods were 3.89% in 2018 and 4.29% in 2017. 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-month
period ended September 30, 2018 and 2017, the Sponsor waived fees
of $32,123 and $95,836, respectively. For the nine-month period
ended September 30, 2018 and 2017, the Sponsor waived fees of
$170,846 and $264,656 respectively. The Sponsor has determined that
no reimbursement will be sought in future periods for those
expenses which have been waived for the period.
Total
expenses net of expenses waived by the Sponsor (“Total
expenses, net”) for the three-month period ended September
30, 2018 and 2017 were $651,503 and $633,836, respectively. The
total expense ratio net of expenses waived by the Sponsor was 3.60%
in 2018 and 3.78% in 2017. Net investment loss, which includes the
impact of expenses and interest income, was 1.38% in 2018 and 2.49%
in 2017.
Total
expenses net of expenses waived by the Sponsor (“Total
expenses, net”) for the nine-month period ended September 30,
2018 and 2017 were $1,938,397 and $1,952,310, respectively. The
total expense ratio net of expenses waived by the Sponsor was 3.58%
in 2018 and 3.78% in 2017. Net investment loss, which includes the
impact of expenses and interest income, was 1.58% in 2018 and 2.72%
in 2017.
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.
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.
127
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”). The three Soybean Futures Contracts,
excluding August and September, 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, 2018, the Fund had 1,825,004 shares outstanding and
net assets of $28,897,319. This is in comparison to 1,100,004
shares outstanding and net assets of $20,167,321 on September 30,
2017 and 1,050,004 shares outstanding with net assets of
$17,029,295 on June 30, 2018. Shares outstanding increased by
725,000 or 66% for the period ended September 30, 2018 when
compared to September 30, 2017 and increased by 775,000 or 74% for
the period ended September 30, 2018 when compared to June 30, 2018.
The increase from September 30, 2018 was due, in the opinion of
management, to the relative low price of soybeans compared to the
last decade, coupled with concerns over the U.S. weather during the
growing and harvest season and geopolitical concerns over the
impact of proposed tariffs, which generated renewed investor focus
in the commodity.
Total
net assets for the Fund were $28,897,319 on September 30, 2018
compared to $20,167,321 on September 30, 2017 and $17,029,295 on
June 30, 2018. The Net Asset Values (“NAV”) per share
related to these balances were $15.83, $18.33 and $16.22,
respectively. This represents an increase in total net assets for
the year over year of 43%, driven by a combination of an increase
in total shares outstanding of 66% and a decrease in the NAV per
share of ($2.50) or 14%. When comparing September 30, 2018 with
June 30, 2018, there was an increase in total net assets of 70%,
driven by a combination of an increase in total shares outstanding
of 74% and a decrease in the NAV per share of ($0.39) or 2%. The
closing prices per share for September 30, 2018 and 2017 and June
30, 2018, as reported by the NYSE Arca, were $15.85, $18.36 and
$16.24, respectively. The change from September 30, 2018 over the
same period last year was a 14% decrease, and a 2% decrease from
June 30, 2018.
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, 2018 and serves to illustrate the
relative changes of these components.
128
The
total loss for the three-month period ended September 30, 2018 was
($292,647) resulting primarily from the net change in realized loss
on commodity futures contracts totaling ($1,270,462) and by a net
change in unrealized appreciation of commodity futures contracts of
$827,925. Total income was $257,072 in the same period of 2017. The
total loss for the nine-month period ended September 30, 2018 was
($1,816,003) resulting primarily from the net change in realized
loss on commodity futures contracts totaling ($1,350,475) and by a
net change in unrealized depreciation of commodity futures
contracts of ($746,075). Total loss was ($106,423) in the same
period of 2017. 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 contact 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 tothe
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 and other income for the three-month periods ended September
30, 2018 and 2017, respectively, was $149,890 and $39,234. Interest
income and other income for the nine-month periods ended September
30, 2018 and 2017, respectively, was $280,547 and $96,402. 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 with more attractive overnight
deposit rates. More recently, effective February 2, 2018, the Fund
invested in investment grade commercial paper with maturities of
ninety days or less. These investments provide a higher rate than
money market products offered in the past. Interest rates paid on
cash balances of the Fund have increased beginning March 2017 and
have continued to increase through September 2018. These higher
levels of interest rates are expected to continue in 2019, absent
any decreases in the Federal Funds rate.
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,
2018 were $424,902 and for the same period in 2017 were $147,452.
This represents a $277,450 or 188% increase for 2018 over 2017. The
increase year over year was driven by an increase in all expense
categories, specifically; 1) a $37,922 or 126% increase in
management fees payable to the Sponsor as a result of higher
average net assets; 2) a $57,605 or a 146% increase in professional
fees related to auditing, legal and tax preparation fees; 3) a
$127,981 or 235% increase in distribution and marketing expenses;
4) a $24,117 or 305% increase in custodian fees and expenses; 5) a
$6,670 or 158% increase in business permits and licenses; 6) a
$12,924 or 198% increase in general and administrative expenses; 7)
a $3,493 or 174% increase in brokerage commissions due to an
increase in contracts purchased and rolled; and 8) a $6,738 or 258%
increase in other expenses. The increase in expenses is primarily
due to higher average net assets in 2018 compared to the other
Funds. The total expense ratio gross of expenses waived by the
Sponsor for these periods was 6.24% in 2018 and 4.89% in 2017. 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, 2018
were $881,035 and for the same period in 2017 were $392,703. This
represents a $488,332 or 124% increase for 2018 over 2017. The
increase year over year was driven by an increase in all expense
categories, specifically; 1) a $48,454 or 54% increase in
management fees payable to the Sponsor as a result of higher
average net assets; 2) a $86,559 or a 81% increase in professional
fees related to auditing, legal and tax preparation fees; 3) a
$267,615 or 199% increase in distribution and marketing expenses;
4) a $34,782 or 188% increase in custodian fees and expenses; 5) a
$13,979 or 102% increase in business permits and licenses; 6) a
$19,673 or 113% increase in general and administrative expenses; 7)
a $5,732 or 106% increase in brokerage commissions due to an
increase in contracts purchased and rolled; and 8) a $11,538 or
182% increase in other expenses. The increase in expenses is
primarily due to higher average net assets in 2018 compared to the
other Funds. The total expense ratio gross of expenses waived by
the Sponsor for these periods was 6.35% in 2018 and 4.34% in 2017.
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-month
period ended September 30, 2018 and 2017, the Sponsor waived fees
of $163,478 and $31,348. For the nine-month period ended September
30, 2018 and 2017, the Sponsor waived fees of $347,905 and $58,457.
The Sponsor has determined that no reimbursement will be sought in
future periods for those expenses which have been waived for the
period.
Total
expenses net of expenses waived by the Sponsor (“Total
expenses, net”) for the three-month period ended September
30, 2018 and 2017 were $261,424 and $116,104, respectively. The
total expense ratio net of expenses waived by the Sponsor periods
was 3.84% in 2018 and 3.85% in 2017. Net investment loss, which
includes the impact of expenses and interest income, was 1.64% in
2018 and 2.55% in 2017.
Total
expenses net of expenses waived by the Sponsor (“Total
expenses, net”) for the nine-month period ended September 30,
2018 and 2017 were $533,130 and $334,246, respectively. The total
expense ratio net of expenses waived by the Sponsor periods was
3.84% in 2018 and 3.70% in 2017. Net investment loss, which
includes the impact of expenses and interest income, was 1.82% in
2018 and 2.63% in 2017.
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
ascalability 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.
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.
129
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, 2018, the Fund had 2,275,004 shares outstanding and
net assets of $15,093,061. This is in comparison to 700,004 shares
outstanding and net assets of $6,600,831 on September 30, 2017 and
1,950,004 shares outstanding with net assets of $14,851,592 on June
30, 2018. Shares outstanding increased by 1,575,000 or 225% for the
period ended September 30, 2018 when compared to September 30, 2017
and increased by 325,000 or 17% for the period ended September 30,
2018 when compared to June 30, 2018. This increase was, in the
opinion of management, due to the low price of sugar and record
world demand relative to recent years, which accelerated investor
interest.
Total
net assets for the Fund were $15,093,061 on September 30, 2018
compared to $6,600,831 on September 30, 2017 and $14,851,592 on
June 30, 2018. The Net Asset Values (“NAV”) per share
related to these balances were $6.63, $9.43 and $7.62,
respectively. This represents an increase in total net assets for
the year over year of 129%, driven by a combination of an increase
in total shares outstanding of 225% and a decrease in the NAV per
share of ($2.80) or 30%. When comparing September 30, 2018 with
June 30, 2018, there was an increase in total net assets of 2%,
driven by a combination of an increase in total shares outstanding
of 17% and a decrease in the NAV per share of ($0.99) or 13%. The
closing prices per share for September 30, 2018 and 2017 and June
30, 2018, as reported by the NYSE Arca, were $6.63, $9.48 and
$7.58, respectively. The change from September 30, 2018 over the
same period last year was a 30% decrease, and a 13% decrease from
June 30, 2018.
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, 2018 and serves to illustrate the
relative changes of these components.
130
The
total loss for the three-month period ended September 30, 2018 was
($1,857,077) resulting primarily from the net change in realized
loss on commodity futures contracts totaling ($1,477,762) and by a
net change in unrealized depreciation of commodity futures
contracts of ($458,729). Total loss was ($120,913) in the same
period of 2017. The total loss for the nine-month period ended
September 30, 2018 was ($3,674,728) resulting primarily from the
net change in realized loss on commodity futures contracts totaling
($2,775,629) and by a net change in unrealized depreciation of
commodity futures contracts of ($1,067,192). Total loss was
($2,269,134) in the same period of 2017. 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 contact 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 tradingof 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 and other income for three-month period ended September 30,
2018 and 2017, respectively, was $79,414 and $24,194. For the
nine-month period ended September 30, 2018 and 2017, respectively,
was $168,093 and $55,045. 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 with more attractive overnight deposit rates. More
recently, effective February 2, 2018, the Fund invested in
investment grade commercial paper with maturities of ninety days or
less. These investments provide a higher rate than money market
products offered in the past. Interest rates paid on cash balances
of the Fund have increased beginning March 2017 and have continued
to increase through September 2018. These higher levels of interest
rates are expected to continue in 2019, absent any decreases in the
Federal Funds rate.
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,
2018 were $213,470 and for the same period in 2017 were $102,485.
This represents a $110,985 or 108% increase for 2018 over 2017. The
increase for 2018 was driven by increases in all expense categories
except business permits and licenses fees, which decreased by
($1,722) or 36%. The increases were; 1) a $18,982 or 98% increase
in the management fee paid to the Sponsor due to higher average net
assets; 2) a $49,235 or 231% increase in professional fees related
to auditing, legal and tax preparation fees; 3) a $30,498 or 75%
increase in distribution and marketing fees; 4) a $2,133 or 28%
increase in custodian fees and expenses; 5) a $4,833 or 128%
increase in general and administrative expenses; 7) a $5,848 or
212% increase in brokerage commissions due to an increase in
contracts purchased and rolled; and 8) a $1,178 or 59% increase in
other expenses. The increase over the prior year are generally due
to higher average net assets relative to the other Funds. The total
expense ratio gross of expenses waived by the Sponsor for these
years was 5.56% in 2018 and 5.28% in 2017. 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, 2018
were $537,601 and for the same period in 2017 were $231,121. This
represents a $306,480 or 133% increase for 2018 over 2017. The
increase for 2018 was driven by increases in all expense
categories. These increases were: 1) a $34,890 or 67% increase in
the management fee paid to the Sponsor due to higher average net
assets; 2) a $108,049 or 247% increase in professional fees related
to auditing, legal and tax preparation fees; 3) a $116,176 or 134%
increase in distribution and marketing fees; 4) a $13,687 or 97%
increase in custodian fees and expenses; 5) a $9,933 or 78%
increase in business permits and licenses fees; 6) a $9,324 or 85%
increase in general and administrative expenses; and 7) a $8,631 or
130% increase in brokerage commissions due to an increase in
contracts purchased and rolled; and 8) a $5,790 or 156% increase in
other expenses. The increase over the prior year are generally due
to higher average net assets relative to the other Funds. The total
expense ratio gross of expenses waived by the Sponsor for these
years was 6.16% in 2018 and 4.41% in 2017. 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-month
period ended September 30, 2018 and 2017, the Sponsor waived fees
of $71,371 and $45,186, respectively. For the nine-month period
ended September 30, 2018 and 2017, the Sponsor waived fees of
$218,270 and $83,550, respectively. The Sponsor has determined that
no reimbursement will be sought in future periods for those
expenses which have been waived for the period.
Total
expenses net of expenses waived by the Sponsor (“Total
expenses, net”) for the three-month period ended September
30, 2018 and 2017 were $142,099 and $57,299, respectively. The
total expense ratio net of expenses waived by the Sponsor periods
was 3.70% in 2018 and 2.95% in 2017. Net investment loss, which
includes the impact of expenses and interest income, was 1.63% in
2018 and 1.70% in 2017.
Total
expenses net of expenses waived by the Sponsor (“Total
expenses, net”) for the nine-month period ended September 30,
2018 and 2017 were $319,331 and $147,571, respectively. The total
expense ratio net of expenses waived by the Sponsor periods was
3.66% in 2018 and 2.82% in 2017. Net investment loss, which
includes the impact of expenses and interest income, was 1.73% in
2018 and 1.77% in 2017.
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%.
131
On
September 30, 2018, the Fund had 9,875,004 shares outstanding and
net assets of $61,613,551. This is in comparison to 10,325,004
shares outstanding and net assets of $67,811,387 on September 30,
2017 and 10,450,004 shares outstanding with net assets of
$66,566,470 on June 30, 2018. Shares outstanding decreased by
450,000 or 4% for the period ended September 30, 2018 when compared
to September 30, 2017 and decreased by 575,000 or 6% for the period
ended September 30, 2018 when compared to June 30, 2018. This
decrease year over year was, in the opinion of management, is due
to the larger projected U.S. supply, reduced domestic use and
higher ending stocks.
Total
net assets for the Fund were $61,613,551 on September 30, 2018
compared to $67,811,387 on September 30, 2017 and $66,566,470 on
June 30, 2018. The Net Asset Values (“NAV”) per share
related to these balances were $6.24, $6.57 and $6.37,
respectively. This represents a decrease in total net assets for
the year over year of 9% which was driven by a combination of a
decrease in total shares outstanding of 4% and a change in the NAV
per share which decreased by ($0.33) or 5%. When comparing
September 30, 2018 with June 30, 2018, there was a decrease in
total net assets of 7%, driven by a combination of a decrease in
total shares outstanding of 6% and a change in the NAV per share
which decreased by (0.13) or 2%. The closing prices per share for
September 30, 2018 and 2017 and June 30, 2018, as reported by the
NYSE Arca, were $6.25, $6.58 and $6.38, respectively. The change
from September 30, 2018 over the same period last year was an 5%
decrease, and a 2% decrease from June 30, 2018.
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, 2018 and serves to illustrate the
relative changes of these components.
The
total loss for the three-month period ended September 30, 2018 was
($533,797) resulting primarily from the net change in realized loss
on commodity futures contracts totaling ($2,473,162) and by a net
change in unrealized appreciation of commodity futures contracts of
$1,575,700. Total loss was ($8,961,538) in the same period of 2017.
The total income for the nine-month period ended September 30, 2018
was $4,723,386 resulting primarily from the net change in realized
gain on commodity futures contracts totaling $2,426,687 and by a
net change in unrealized appreciation of commodity futures
contracts of $1,313,650. Total gain was $1,967,522 in the same
period of 2017. 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 contact 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.
132
Interest
income and other income for three-month period ended September 30,
2018 and 2017, respectively, was $363,665 and $208,562. For the
nine-month period ended September 30, 2018 and 2017, respectively,
was $983,049 and $528,785. 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 with more attractive overnight deposit rates. More
recently, effective October 3, 2017, the Fund invested in
investment grade commercial paper with maturities of ninety days or
less. These investments provide a higher rate than money market
products offered in the past. Interest rates paid on cash balances
of the Fund have increased beginning March 2017 and have continued
to increase through September 2018. These higher levels of interest
rates are expected to continue in 2019, absent any decreases in the
Federal Funds rate.
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,
2018 were $679,205 and for the same period in 2017 were $714,365.
This represents a ($35,160) or 5% decrease year over year. The
decrease for 2018 over 2017 was driven by decreases in: 1) a
$23,628 or 15% decrease in professional fees related to auditing,
legal and tax preparation fees; 2) a ($5,491) or 15% decrease in
custodian fees and expenses; 3) a ($2,778) or 56% decrease in
business permits and licenses; 4) a ($9,870) or 32% decrease in
general and administrative expenses; 5) a ($791) or 5% decrease in
brokerage commissions due to a decrease in contracts purchased and
rolled; and 6) a ($1,271) or 14% decrease in other expenses. These
decreases were offset by a $3,648 or 2% increase in management fee
paid to the Sponsor due to higher average net assets and a $5,021
or 2% increase in distribution and marketing fees. The total
expense ratio gross of expenses waived by the Sponsor for these
years was 4.09% in 2018 and 4.40% in 2017. 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, 2018
were $2,107,899 and for the same period in 2017 were $1,924,333.
This represents a $183,566 or 10% increase year over year. The
increase for 2018 over 2017 was driven by increases in all expense
categories except general and administrative expenses, which
decreased by ($3,431) or 4%. The increases were specifically: 1) a
$4,777 or 1% increase in management fee paid to the Sponsor due to
higher average net assets; 2) a $19,559 or 5% increase in
professional fees related to auditing, legal and tax preparation
fees; 3) a $134,246 or 18% increase in distribution and marketing
fees; 4) a $7,666 or 7% increase in custodian fees and expenses; 5)
a $3,605 or 21% increase in business permits and license fees; 6) a
$6,507 or 14% increase in brokerage commissions due to an increase
in contracts purchased and rolled; and 7) a $10,637 or 41% increase
in other expenses. The total expense ratio gross of expenses waived
by the Sponsor for these years was 4.21% in 2018 and 3.88% in 2017.
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-month
periods ending September 30, 2018 and 2017, the Sponsor waived fees
of $43,831 and $105,942, respectively. For the nine-month periods
ending September 30, 2018 and 2017, the Sponsor waived fees of
$188,615 and $105,942, respectively. The Sponsor has determined
that no reimbursement will be sought in future periods for those
expenses which have been waived for the period.
Total
expenses net of expenses waived by the Sponsor (“Total
expenses, net”) for the three-month period ended September
30, 2018 and 2017 were $635,374 and $608,423, respectively. The
total expense ratio net of expenses waived by the Sponsor periods
was 3.83% in 2018 and 3.75% in 2017. Net investment loss, which
includes the impact of expenses and interest income, was 1.64% in
2018 and 2.46% in 2017.
Total
expenses net of expenses waived by the Sponsor (“Total
expenses, net”) for the nine-month period ended September 30,
2018 and 2017 were $1,919,284 and $1,818,391, respectively. The
total expense ratio net of expenses waived by the Sponsor periods
was 3.83% in 2018 and 3.66% in 2017. Net investment loss, which
includes the impact of expenses and interest income, was 1.87% in
2018 and 2.60% in 2017.
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.
133
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, 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 other feed
grains. 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.
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
operation.
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, 2018, the Fund had 75,002 shares outstanding and net
assets of $1,500,438. This is in comparison to 50,002 shares
outstanding and net assets of $1,176,488 on September 30, 2017 and
75,002 shares outstanding with net assets of $1,583,335 on June 30,
2018. The Net Asset Values (“NAV”) per share related to
these balances were $20.01, $23.53, and $21.11, respectively. This
represents an increase in total net assets for the year over year
of 28% which was driven by a combination of a 50% increase in total
shares outstanding and a decrease in the NAV per share of ($3.52)
or 15%. When comparing September 30, 2018 with June 30, 2018, there
was a decrease in total net assets of 5%, which was driven by a
decrease in the NAV per share of ($1.10) or 5%. The closing prices
per share for September 30, 2018 and 2017 and June 30, 2018, as
reported by the NYSE Arca, were $20.03, $22.90, and $21.22,
respectively. The change from September 30, 2018 over the same
period last year was an 13% decrease, and a 6% decrease from June
30, 2018.
134
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, 2018 and serves to illustrate the
relative changes of these components.
135
Total
loss for the three-month period ended September 30, 2018 was
($80,986) resulting from the realized loss on the securities of the
Underlying Funds totaling ($108,459) and a gain generated by the
unrealized appreciation on the securities of the Underlying Funds
of $27,458. Total loss for the same period in 2017 was ($76,451).
Total loss for the nine-month period ended September 30, 2018 was
($210,973) resulting from the realized loss on the securities of
the Underlying Funds totaling ($281,650) and a gain generated by
the unrealized appreciation on the securities of the Underlying
Funds of $70,643. Total loss for the same period in 2017 was
($135,126). Realized gain or loss on the securities 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 securities 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,
2018 were $10,539 and for the same period in 2017 were $7,525. This
represents a $3,014 or 40% increase for 2018 over 2017. The
increase for 2018 was driven by increases in all expense
categories, specifically: 1) a $358 or 9% increase in professional
fees related to auditing, legal and tax preparation fees; 2) a
$2,316 or 92% increase in distribution and marketing fees; 3) a
$218 or 51% increase in custodian fees and expenses; 4) a $102 or
100% increase in business permits and licenses; 5) a $8 or 3%
increase in general and administrative and expenses; and 6) a $12
or 9% increase in other expenses. The total expense ratio gross of
expenses waived by the Sponsor were 2.70% in 2018 and 2.45% in
2017.
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, 2018
were $41,264 and for the same period in 2017 were $37,915. This
represents a $3,349 or 9% increase for 2018 over 2017. The increase
for 2018 was driven by increases in all expense categories,
specifically: 1) a $862 or 8% increase in professional fees related
to auditing, legal and tax preparation fees; 2) a $1,945 or 17%
increase in distribution and marketing expenses; 3) a $240 or 15%
increase in custodian fees and expenses; 4) a $26 or 0% increase in
business permits and licenses; 5) a $212 or 15% increase in general
and administrative and expenses; and 6) a $64 or 14% increase in
other expenses. The total expense ratio gross of expenses waived by
the Sponsor were 3.83% in 2018 and 3.99% in 2017.
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-month
period ended September 30, 2018 and 2017, the Sponsor waived fees
of $8,628 and $5,987, respectively. For the nine-month period ended
September 30, 2018 and 2017, the Sponsor waived fees of $35,929 and
$33,159, respectively. The Sponsor has determined that no
reimbursement will be sought in future periods for those expenses
which have been waived for the period.
Total
expenses net of expenses waived by the Sponsor (“Total
expenses, net”) for the three-month period ended September
30, 2018 and 2017 were $1,911 and $1,538, respectively. The total
expense ratio net of expenses waived by the Sponsor periods was
0.49% in 2018 and 0.50% in 2017. Net investment loss, which
includes the impact of expenses and interest income, was 0.49% in
2018 and 0.50% in 2017.
Total
expenses net of expenses waived by the Sponsor (“Total
expenses, net”) for the nine-month period ended September 30,
2018 and 2017 were $5,335 and $4,756, respectively. The total
expense ratio net of expenses waived by the Sponsor periods was
0.50% in 2018 and 0.50% in 2017. Net investment loss, which
includes the impact of expenses and interest income, was 0.50% in
2018 and 0.50% in 2017.
136
Market Outlook
The Corn Market
Corn is
currently the most widely produced livestock feed grain in the
United States. The two largest demands of the United States’
corn crop are used in livestock feed and ethanol production. 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, and for
other grains such as soybeans and wheat which can be used in some
cases as a substitute for corn. 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 2018-19, the United States Department of
Agriculture (“USDA”) estimates that the U.S. will
produce approximately 35% of all the corn globally, of which about
17% will be exported. For 2018-2019, based on the October 2018 USDA
reports, global consumption of 1,107 Million Metric Tons (MMT) is
expected to be slightly higher than global production of 1,068 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. China’s production at 225 MMT is approximately 12% less
than its domestic usage.
According
to the USDA, global corn consumption has increased by 466% from
crop year 1960/1961 to 2018/2019 as demonstrated by the graph below
and is projected to continue to grow in upcoming years. Consumption
growth is the result of a combination of many factors including: 1)
global population growth, which, according to the U.S. Census
Department, is estimated to increase by approximately 78.3 million
people in the 2018-19 timeframe and reach 9.5 billion by 2050; 2) a
growing global middle class which is increasing the demand for
protein and meat-based products globally and most significantly in
developing countries; and 3) increased use of bio-fuels, including
ethanol in the United States. Based on USDA estimates as of October
2018, for each person added to the global population, there needs
to be an additional 5.6 bushels of corn, 1.7 bushels of soybeans
and 3.6 bushels of wheat produced.
While
global consumption of corn has increased over the
1960/1961-2018/2019 period, so has production, driven by increases
in acres planted and yield per acre. However, according to the USDA
and United Nations, future growth in planted acres and yield may be
inhibited by lower-productive land, and lack of infrastructure and
transportation. In addition, agricultural crops such as corn are
highly weather-dependent for yield and therefore susceptible to
changing weather patterns. In addition, given the current
production/consumption patterns, nearly 100% of all corn produced
globally is consumed which leaves minimal excess inventory if
production issues arise.
137
The
price per bushel of corn in the United States is primarily a
function of both U.S. and global production, as well as U.S. and
global demand. The graph below shows the USDA published price per
bushel by month for the period January 2007 to August
2018.
138
On
October 11, 2018, the USDA released its monthly World Agricultural
Supply and Demand Estimates (WASDE) for the Crop Year 2018-19. The
exhibit below provides a summary of historical and current
information for United States corn production.
139
Standard
Corn Futures Contracts trade on the CBOT in units of 5,000 bushels,
although 1,000 bushels “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 for
allcontract months prior to March 2019 or may be delivered between
2 and 4 cents per bushel under the contract price for all contract
months commencing with March 2019 and beyond. 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 willrise 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 afunction, among other factors, of the seasonality of the corn
market and the corn harvest cycle. All other things being equal, a
situation involving prolonged periods of contango may adversely
impact the returns of the Fund; conversely a situation involving
prolonged periods of backwardation may positively impact the
returns of the Fund.
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 2018-19,
the United States will produce approximately 128 MMT of soybeans or
approximately 35% of estimated world production, with Brazil
production at 121 MMT. Argentina is projected to produce about 57
MMT. For 2018-19, based on the October 2018 USDA report, global
consumption of 353 MMT is estimated slightly less than global
production of 369 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 multiplegrades 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 contractwill 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 contango
may adversely impact the returns of the Fund; conversely a
situation involving prolonged periods of backwardation may
positively impact the returns of the Fund.
140
The
price per bushel of soybeans in the United States is primarily a
function of both U.S. and global production, as well as U.S. and
global demand. The graph below shows the USDA published price per
bushel by month for the period January 2007 to August
2018.
141
On
October 11, 2018, the USDA released its monthly World Agricultural
Supply and Demand Estimates (WASDE) for the Crop Year 2018-19. The
exhibit below provides a summary of historical and current
information for United States soybean production.
142
The Sugar Market
Sugarcane
accounts for about 80% of the world’s sugar production, while
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 ICE Futures US 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. These reports are
available on the USDA’s website, www.usda.gov, at no charge.
The USDA’s May 2018 report forecasts that Brazil will
continue to be the leading producer of sugarcane worldwide at 38.9
million metric tons. India has raised production to 32.4 million
metric tons, moving to the second leading producer worldwide.
Brazil and India’s production, which outpaces the other
principal global producers, namely Thailand, European Union, and
China, equates to approximately 36% of the world’s supply.
The principal producers of sugar beets, as forecasted by the USDA
for 2018, include the European Union, the United States, and
Russia.
World
estimated raw sugar production is at record 192 million metric
tons, up from the USDA’s forecast from November 2017. The
USDA’s May 2018 report estimated that record global
consumption of 174 million metric tons will still be below
production. Because of record production this year, ending stocks
are projected to increase 8.7 million metric tons to 49.5 million
metric tons for the crop year 2017-18. The most current period may
continue to see the global supply for sugar exceed demand. In the
past, this situation has, generally, resulted in price decrease.
However, if the global demand of sugar exceeds global supply,
prices will generally increase.
The
USDA, in its May 2018 report highlights global stocks forecasted to
remain above 49 million metric tons due to near-record global
production led by record production in both India and Thailand. The
reports also highlight the increase in consumption due to growth in
markets such as India and Pakistan.
143
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 contango may adversely impact the returns of the Funds;
conversely a situation involving prolonged periods of backwardation
may positively impact the returns of the Funds.
144
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 former Soviet nations, known as the
FSU-12, including the Ukraine, and India. The United States
Department of Agriculture (“USDA”) estimates that for
2018-19, 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. accounts for
approximately 7% of the global production, with approximately 55%
of that being exported. For 2018-19, based on the October 2018 USDA
report, global consumption of 746 MMT is estimated to be slightly
higher than production of 731 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 contango may adversely impact the returns of the Fund;
conversely a situation involving prolonged periods of backwardation
may positively impact the returns of the Fund.
The price per bushel of wheat in the United States is primarily a
function of both U.S. and global production, as well as U.S. and
global demand. The graph below shows the USDA published price per
bushel by month for the period January 2007 to August
2018.
145
146
On
October 11, 2018, the USDA released its monthly World Agricultural
Supply and Demand Estimates (WASDE) for the Crop Year 2018-19. The
exhibit below provides a summary of historical and current
information for United States wheat production.
147
Calculating the Net Asset Value
The NAV
of each Fund 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 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 a 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 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 Commodity 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 throughout the day. 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.
148
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 comparethe 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 combined 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.
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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
are recognized on the accrual basis. The Funds earn interest on
funds held at the custodian or other financial institutions at
prevailing market rates for such investments.
|
4.
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Cash
and cash equivalents are cash held at financial institutions in
demand-deposit accounts or highly-liquid investments with original
maturity dates of three months or less at inception. The Funds
report 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 assets on
deposit with banks. Assets deposited with financial institutions
may, at times, exceed federally insured limits.
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149
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 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.
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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 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.
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150
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.
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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.
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10.
|
For
U.S. federal 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.
|
11.
|
For
commercial paper, the Funds use the effective interest method for
calculating the actual interest rate in a period based on the
amount of a financial instrument's book value at the beginning of
the accounting period. Accretion on these investments are
recognized using the effective interest method in U.S. dollars and
recognized in cash equivalents. All discounts on purchase prices of
debt securities are accreted over the life of the respective
security.
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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
Commodity Interest contract is generally a single bank or other
financial institution. As a result, there will be greater
counterparty credit risk in over-the-counter transactions. There
can be no assurance that any counterparty, clearinghouse, or their
financial backers will satisfy their obligations to any of the
Funds.
The
Funds may engage in off exchange transactions broadly called an
“exchange for risk” transaction, also referred to as an
“exchange for swap.” For purposes of the Dodd-Frank Act
and related CFTC rules, an “exchange for risk”
transaction is treated as a “swap.” An “exchange
for risk” transaction, sometimes referred to as an
“exchange for swap” or “exchange of futures for
risk,” is a privately negotiated and simultaneous exchange of
a futures contract position for a swap or other over-the-counter
instrument on the corresponding commodity. An exchange for risk
transaction can be used by the Funds as a technique to avoid taking
physical delivery of a commodity futures contract, corn for
example, in that a counterparty will take the Fund’s position
in a Corn Futures Contract into its own account in exchange for a
swap that does not by its terms call for physical delivery. The
Funds will become subject to the credit risk of a counterparty when
it acquires an over-the-counter position in an exchange for risk
transaction. The Fund may use an “exchange for risk”
transaction in connection with the creation and redemption of
shares. These transactions must be carried out only in accordance
with the rules of the applicable exchange where the futures
contracts trade.
151
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 issuer or guarantor of a debt security may
be unable or perceived to be unable to pay interest or repay
principal when they become due, which could cause the value of an
investment to decline and a Fund to lose money. 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.
Effective
June 3, 2015, ED&F Man Capital Markets Inc. (“ED&F
Man”) became the Funds’ FCM and the clearing broker to
execute and clear the Funds’ futures and provide other
brokerage--related services.
The
Funds, other than TAGS, will generally retain cash positions of
approximately 99% of total net assets. this balance represents the
total net assets less the initial margin requirements held by the
FCM. These cash assets are either: 1) deposited by the Sponsor in
demand deposit accounts of financial institutions which are deemed
by the Sponsor to be of investment level quality, 2) held in a
money market fund which is deemed to be a cash equivalent under the
most recent SEC definition, or 3) held in a cash equivalent with a
maturity of 90 days or less that is deemed by the Sponsor to be of
investment level quality.
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 from the cash, cash equivalents and/or
the Treasuries Securities that they intend to hold, and/or from the
fee waivers provided by the Sponsor. The Funds’ liquidity
needs 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 and cash equivalents. Generally,
all of the net assets of the Funds are allocated to trading in
Commodity Interests. Most of the assets of the Funds are held in
cash and/or cash equivalents. 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 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.
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.
152
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 Considerations
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 on an exchange or trading
facility.
In
addition, considerable regulatory attention has 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.
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 andaudits 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. As noted
above, 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.
The
CFTC possesses exclusive jurisdiction to regulate the activities of
commodity pool operators and commodity trading advisors with
respect to “commodity interests,” such as futures and
swaps and options, 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 and the NFA 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.
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.
Trading
venues in the United States are subject to varying degrees of
regulation under the CEA depending on whether such exchange is a
designated contract market (i.e. a futures exchange) or a swap
execution 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 as self-regulatory organizations exercise
regulatory and supervisory authority over their member
firms.
153
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 or final
versions of almost 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.
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. reporting of all swap transactions to
swap data repositories. and the mandatory use of clearinghouse
mechanisms for sufficiently standardized swap transactions that
were historically entered into in the over-the-counter market but
are now designated as subject to the clearing requirement. and
margin requirements for over-the-counter swaps that are not subject
to the clearing requirements.
The
Dodd-Frank Act was intended to reduce systemic risks that may have
contributed to the 2008/2009 financial crisis. Since the first
draft of what became the Dodd-Frank Act, opponents have criticized
the broad scope of the legislation and, in particular, the
regulations implemented by federal agencies as a result. Since
2010, and most notably in 2015 and 2016, Republicans have proposed
comprehensive legislation both in the House and the Senate of the
US Congress. These bills are intended to pare back some of the
provisions of the Dodd-Frank Act of 2010 that critics view as
overly broad, unnecessary to the stability of the U.S. financial
system, and inhibiting the growth of the U.S. economy. Further,
during the campaign and after taking office, President Donald J.
Trump has promised and issued several executive orders intended to
relieve the financial burden created by the Dodd-Frank Act,
although these executive orders only set forth several general
principles to be followed by the federal agencies and do not
mandate the wholesale repeal of the Dodd-Frank Act. The scope of
the effect that passage of new financial reform legislation could
have on U.S. securities, derivatives and commodities markets is not
clear at this time because each federal regulatory agency would
have to promulgate new regulations to implement such legislation.
Nevertheless, regulatory reform may have a significant impact on
U.S.- regulated entities.
Management
believes that as of September 30, 2018, it had fulfilled in a
timely manner all Dodd-Frank or other regulatory requirements to
which it is subject.
The
Securities and Exchange Commission made a final ruling on March 29,
2017 to adopt proposed amendments to the Settlement Cycle Rule
(Rule 15c6-1(a)) under the Securities Exchange Act of 1934 to
shorten the standard settlement cycle for most broker -dealer
transactions from three business days after the trade date (T+3) to
two business days after the trade date (T+2). The effective date of
the adopted amendments was May 30, 2017 with a resulting
implementation date of September 5, 2017. The amended rule
prohibited broker -dealers from effecting or entering into a
contract for the purchase or sale of a security (other than certain
exempted securities) that provides for payment of funds and
delivery of securities later than the second business day after the
date of the contract, unless otherwise expressly agreed to by the
parties at the time of the transaction. The products subject to the
shortened settlement cycle include equities, corporate bonds,
municipal bonds, unit investment trusts, and financial instruments
comprised of these security types. Shortening the settlement cycle
is expected to yield benefits for the industry and market
participants including the further reduction of credit, market, and
liquidity risk, and as a result a reduction in systemic risk, for
U.S. market participants.
Management
successfully completed all steps necessary to implement the rule on
September 5, 2017.
Position Limits, Aggregation Limits, Price Fluctuation
Limits
On
December 16, 2016, the CFTC issued a final rule to amend part 150
of the CFTC’s regulations with respect to the policy for
aggregation under the CFTC’s position limits regime for
futures and option contracts on nine agricultural commodities
(“the Aggregation Requirements”). This final rule
addressed the circumstances under which market participants would
be required to aggregate all their positions, for purposes of the
position limits, of all positions in Reference Contracts of the 9
agricultural 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. An affiliate of a market participant is
defined as two or more persons acting pursuant to an express or
implied agreement or understanding. The Aggregation Requirements
became effective on February 14, 2017. On August 10, 2017, the CFTC
issued a No- Action Relief Letter No. 17-37 to clarify several
provisions under Regulation 150.4, regarding position aggregation
filing requirements of market participants. The Sponsor does not
anticipate that this order will have an impact on the ability of a
Fund to meet its respective investment objectives.
154
In
addition, on December 30, 2016, the CFTC reproposed regulations
that would establish revised specific limits on speculative
positions in futures contracts, option contracts and swaps on 25
agricultural, energy and metals commodities (the “Proposed
Position Limit Rules”).
The
Proposed Position Limit Rules were a reproposal and the CFTC has
requested comments from the public. It remains to be seen whether
the Proposed Position Limit Rules will become effective as the CFTC
has proposed, as comments could result in modifications to the
proposed limits or implementation could be delayed for other
reasons. In general, the Proposed Position Limit Rules do not
appear to have a substantial or adverse effect on the Funds.
However, if the total net assets of a Fund were to increase
significantly from current levels, the Position Limit Rules as
proposed could negatively impact the ability of a Fund to meet its
respective investment objectives through limits that may inhibit
the Sponsor’s ability to sell additional Creation Baskets of
the Fund. However, it is not expected that any Fund will reach
asset levels that would cause these position limits to be reached
in the near future.
In
addition, the Proposed Position Limit Rules state that the CFTC
will review, and may amend, the Position Limit Rules at a minimum
every two years and more often as deemed necessary. Such future
amendments may affect a Fund or Funds, and it may, at that time, be
substantial and adverse. By way of example, future amendments, 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, if the
total net assets of a Fund grow significantly from current
levels.
The
futures exchanges, e.g. the CME, may under the Proposed Position
Limit Rules impose position limits which are lower than those
imposed by the CFTC. Such a limit by an exchange on which a Fund
trades futures contracts may negatively and adversely 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. No such lower limits by an
exchange are currently in place.
The
aggregate position limits currently in place under the current
position limits and the Aggregation Requirements are as follows for
each of the commodities traded by the Funds:
Commodity Future
|
Spot Month Position Limit
|
All Month Aggregate Position Limit
|
corn
|
600
contracts
|
33,000
contracts
|
soybeans
|
600
contracts
|
15,000
contracts
|
sugar
|
5,000
contracts
|
Only
Accountability Limits
|
wheat
|
600
contracts
|
12,000
contracts
|
The
aggregate speculative position limits currently as proposed in the
Proposed Position Limit Rules are as follows for each of the
commodities traded by the Funds:
Commodity Future
|
Spot Month Position Limit
|
All Month Aggregate Position Limit
|
corn
|
600
contracts
|
62,400
contracts
|
soybeans
|
600
contracts
|
31,900
contracts
|
sugar
|
23,300
contracts
|
38,400
contracts
|
wheat
|
600
contracts
|
32,800
contracts
|
155
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.
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 and 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, 2018, 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
provisionsrelating 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
or other cash equivalents) 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 paid the initial 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.
156
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.
Benchmark Performance
Investing
in Commodity Interests subjects the Funds to the risks of the
underlying commodity market, and this could result in substantial
fluctuations in the price of each Fund’s Shares. Unlike
mutual funds, the Funds currently are not expected to distribute
dividends to Shareholders. Although this could change if interest
rates continue to rise and the assets of the Funds increase.
Investors may choose to use the Funds as a means of investing
indirectly in the underlying commodity, and there are risks
involved in such investments. 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, 2018 through September 30, 2018 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
157
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.
158
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.
159
CANE
The
performance data above for the Teucrium Sugar 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.
160
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.
161
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.
162
For the
period from August 2, 2012 through April 10, 2018, TAGS had 50,002
shares outstanding; this represents the minimum number of shares
and, thus, no shares could be redeemed until additional shares have
been created. This has generated a situation, at times, in which
the spread between the 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.
The Fund as of September 30, 2018 has 75,004 shares outstanding.
Effective September 4, 2018, the Sponsor has determined to change
the number of Shares required for a Creation Basket or Redemption
Basket from 25,000 shares of the Fund to 12,500
shares.
Description
The
above frequency distribution charts present 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.
163
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.
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, 2018. 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:
164
SOYB
CANE:
165
WEAT:
TAGS:
166
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.
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 counterparties known as
“financial end-users” such as the Funds or Underlying
Funds and in certain circumstances 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 finalized these rules in 2016 and compliance became
necessary in September 2016.
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
becomesubject to the credit risk of the market specialist/market
maker until the EFRP is settled within the business day, which is
typically 7 hours or less. 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.
167
The
Funds, other than TAGS, will generally retain cash positions of
approximately 99% of total net assets; this balance represents the
total net assets less the initial margin requirements discussed
above. These cash assets are either: 1) deposited by the Sponsor in
demand deposit accounts of financial institutions which are rated
in the highest short-term rating category by a nationally
recognized statistical rating organization or deemed by the Sponsor
to be of comparable quality; 2) held in short-term Treasury
Securities; 3) held in a money-market fund which is deemed to be a
cash equivalent under the most recent SEC definition; or 4) held in
commercial paper with maturities of 90 days or less.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The
Trust and each Fund maintains disclosure controls and procedures
that are designed to ensure that 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 the Trust and each Fund thereof.
Management
of the Sponsor of the Funds (“Management”), including
Sal Gilbertie, the Sponsor’s Principal Executive Officer and
Corey Mullen-Rusin, the Sponsor’s 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 as of the end of such period, 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 the Trust, as well as separately for each Fund that is a
series of the Trust.
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
Effective
September 17, 2018, Sal Gilbertie replaced Dale Riker as Chief
Executive Officer and Secretary of Teucrium Trading, LLC
(“Teucrium” or the “Sponsor”), sponsor of
the funds, each a series of the Teucrium Commodity Trust (the
“Trust”).
Effective September 13,
2018, Barbara Riker resigned as the Chief Financial Officer, Chief
Accounting Officer and Chief Compliance Officer of
Teucrium.
Effective September 17,
2018, Corey Mullen-Rusin was appointed Chief Financial Officer,
Chief Accounting Officer and Chief Compliance Officer of
Teucrium.
Effective October 10,
2018, Steve
Kahler resumed his role as Chief Operating Officer of
Teucrium.
Other
than the management changes listed above, there has been no change
in the Trust’s or the Funds’ 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 or the
Funds’ internal control over financial
reporting.
168
PART II. OTHER INFORMATION
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, 2017, filed on March 16,
2018.
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 have sufficient total net assets to be
able realize in actuality the total expense ratio filed in
regulatory filings.
169
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.
Only an
Authorized Purchaser may engage in creation or redemption
transactions directly with the Funds. The Funds have a limited
number of institutions that act as Authorized Purchasers. To the
extent that these institutions exit the business or are unable to
proceed with creation and/or redemption orders with respect to the
Funds and no other Authorized Purchaser is able to step forward to
create or redeem Creation Units, Fund shares may trade at a
discount to NAV and possibly face trading halts and/or delisting.
In addition, a decision by a market maker or lead market maker to
step away from activities for a Fund, particularly in times of
market stress, could adversely affect liquidity, the spread between
the bid and ask quotes for the Fund’s Shares, and potentially
the price of the Shares. The Sponsor can make no guarantees that
participation by Authorized Purchasers or market makers will
continue.
An
investment in a Fund faces numerous risks from its shares being
traded in the secondary market, any of which may lead to the
Fund’s shares trading at a premium or discount to NAV.
Although Fund shares are listed for trading on the NYSE Arca, there
can be no assurance that an active trading market for such shares
will develop or be maintained. Trading in Fund shares may be halted
due to market conditions or for reasons that, in the view of the
NYSE Arca, make trading in shares inadvisable. There can be no
assurance that the requirements of the NYSE Arca necessary to
maintain the listing of any Fund will continue to be met or will
remain unchanged or that the shares will trade with any volume, or
at all. The NAV of each Fund’s shares will generally
fluctuate with changes in the market value of the Fund’s
portfolio holdings. The market prices of shares will generally
fluctuate in accordance with changes in the Fund’s NAV and
supply and demand of shares on the NYSE Arca. It cannot be
predicted whether a Fund shares will trade below, at or above their
NAV. Investors buying or selling Fund shares in the secondary
market will pay brokerage commissions or other charges imposed by
brokers as determined by that broker. Brokerage commissions are
often a fixed amount and may be a significant proportional cost for
investors seeking to buy or sell relatively small amounts of
shares. Trading volume of the shares of each Fund could be affected
by investors who trade significant quantities of shares on any
given business day. Such investors may or may not file all SEC
filings as required. In addition, if interest rates realized on
cash balances were to decline, there is a risk that the net
investment ratio of the Funds may increase from the current
level.
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 andthe 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.
170
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 independent 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, or the outbreak,
continuation or expansion of war or other hostilities. Global
terrorist attacks, anti-terrorism initiatives, and political unrest
continue to fuel this concern.
Failures
or breaches of the electronic systems of the Funds, the Sponsor,
the Custodian or mutual funds or other financial institutions in
which the Funds invest, or the Funds’ other service
providers, market makers, Authorized Purchasers, NYSE Arca,
exchanges on which Futures Contracts or Other Commodity Interests
are traded or cleared, or counterparties have the ability to cause
disruptions and negatively impact the Funds’ business
operations, potentially resulting in financial losses to a Fund and
its shareholders. While the Funds have established business
continuity plans and risk management systems seeking to address
system breaches or failures, there are inherent limitations in such
plans and systems. Furthermore, the Funds cannot control the cyber
security plans and systems of the Custodian or mutual funds or
other financial institutions in which the Funds invest, or the
Funds’ other service providers, market makers, Authorized
Purchasers, NYSE Arca, exchanges on which Futures Contracts or
Other Commodity Interests are traded or cleared, or
counterparties.
171
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 prospectus 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 ICE Data Indices, LLC
under an agreement with the Sponsor. 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.
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. Steve Kahler and
Ms. Corey Mullen-Rusin. If Mr. Gilbertie, Mr. Kahler or Ms.
Mullen-Rusin 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.
172
The
Funds earn interest on cash balances available for investment. If
actual interest rates were to fall, the next investment loss of the
Funds could be adversely impacted if the Sponsor were not able to
waive expenses sufficient to cover any deficit.
The Sponsor May Have Conflicts of Interest
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 diversificationbenefits. 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.
173
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 Commodity Interests. 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 physically-deliverable
contracts, and, unless a position was traded out of, it is possible
to take or make delivery under these and some Other Commodity
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 Commodity 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.
174
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
separateand 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
eachFund 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.
175
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 on an exchange or a trading
facility.
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. Subsequent to the
enactment of the Dodd-Frank Act in 2010, swap agreements became
fully regulated by the CFTC under the amended Commodity Exchange
Act and the CFTC’s regulations thereunder. Considerable
regulatory attention has been focused on non-traditional investment
pools that are publicly distributed in the United States and that
use trading in futures and options as an investment strategy and
not for hedging or price discovery purposes, therefore altering
traditional participation in futures and swaps markets. As the
Dodd-Frank Act continues to be implemented by the CFTC and the SEC,
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.
Further,
President Donald J. Trump has promised and issued several executive
orders intended to relieve the financial burden created by the
Dodd-Frank Act, although these executive orders only set forth
several general principles to be followed by the federal
agenciesand do not mandate the wholesale repeal of the Dodd-Frank
Act. The scope of the effect that passage of new financial reform
legislation could have on U.S. securities, derivatives and
commodities markets is not clear at this time because each federal
regulatory agency would have to promulgate new regulations to
implement such legislation. These regulatory changes may affect the
continued operation of the Funds. 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.
176
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. Using corn as an example, this change amended Appendix A,
Chapter 10 (Corn Futures), Section 10102.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, roundedup 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 risk that its
counterparty may not be able to satisfy its obligations to the
Fund.
177
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 cash and short-term cash equivalents with the
Custodian or with one or more alternate financial institutions
unrelated to the Custodian (each, a “Financial
Institution”). Any cash or cash equivalents invested by a
Fund will be placed by the Sponsor in a Financial Institution
deemed by the Sponsor to be of investment quality.
The
Sponsor has the ability to invest available cash in Commercial
Paper with maturities of 90 days or less. Investments will be
deemed by the Sponsor to be of investment quality. There is a risk
that the proceeds from the sale of the Commercial Paper could be
less than the purchase price.
The
insolvency of the Custodian, any Financial Institution in which
funds are deposited, or Commercial Paper Issuer 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 will
generally 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.
178
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. EFRPs are subject to specific rules of the CME and CFTC
guidance. It is likely that EFRP mechanisms will be subject to
changes in the future which may make it uneconomical or impossible
from the regulatory perspective to utilize this mechanism by the
Funds.
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 theintegrity 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, except for anti-manipulation and anti-fraud
prohibitions, forwardcontracts 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.
179
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 ofsuch 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 regulatesactivities of any foreign boards of trade or
exchanges, including the execution, delivery and clearing of
transactions, 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 haveless legal and regulatory protection than they do 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.
The
CFTC’s implementation of its regulations under the Dodd-Frank
Act may further affect the ability of the Funds to enter into
foreign exchange contracts and to hedge its exposure to foreign
exchange loss.
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.
180
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 of 1986, as amended (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.
Under
new procedures and rules that are effective for taxable years
beginning after December 31, 2017, the IRS may, instead of
collecting the tax from Shareholders, collect any underpayment of
tax (including interest and penalties) from a Fund. As a result,
any such tax assessment would be borne by Shareholders that own
Shares at the time of such assessment, which may be different
persons, or persons with different ownership percentages, than
persons owning Shares for the tax year at issue.
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 their 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
their taxable years, that result cannot be assured. The Funds have
not requested and will not request any ruling from the IRS with
respect to their 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 their 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.
Legislative,
regulatory or administrative changes could be enacted or
promulgated at any time, either prospectively or with retroactive
effect, and may adversely affect the Funds and their Shareholders.
Tax legislation informally known as the Tax Cuts and Jobs Act of
2017 (the “2017 Tax Cuts and Jobs Act”) was signed into
law on December 22, 2017, generally effective for taxable years
beginning on or after January 1, 2018. In addition to modifying
income tax rates for individuals and corporations, the 2017 Tax
Cuts and Jobs Act made certain changes to the tax treatment for
pass-through entities, such as the Funds. Please consult a tax
advisor regarding the implications of the 2017 Tax Cuts and Jobs
Act on an investment in Shares of the Funds.
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.
181
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 nextseveral
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 regulatingthe 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 after planting is complete in May or June, and again as
harvest begins around August. These normal market conditions are,
however, often influenced by weather patterns, and domestic and
global economic conditions, among other 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 aggregate investments
at any one time in U.S. exchange traded Corn Futures Contracts,
non-U.S. exchange Corn Futures Contracts, and over-the-counter corn
swaps are 600 spot month contracts, 33,000 contracts expiring in
any other non-spot single month, or 33,000 cumulative totals for
all non-spot months. 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 correlated 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.
182
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 soybeans to fluctuate widely. Global price movements
for soybeans 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 below, 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.
183
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 aggregate investments at any one time in
U.S. exchange traded Soybean Futures Contracts, non--U.S. exchange
Soybean Futures Contracts, and over-the-counter soybean swaps are
600 spot month contracts, 15,000 contracts expiring in any other
single non--spot month, or 15,000 cumulative totals for all
non--spot months. 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 below 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.
184
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
subsidizesugar 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 and again in early autumn of the Northern Hemisphere,
reflecting the varied harvest seasons in Brazil, India, and
Thailand the world’s leading producers and exporters 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 Northern Hemisphere’s late spring, early summer, or
early autumn.
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 spot month
contracts, generally applicable only during the last month before
expiration. 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.
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. 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.
185
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 below, 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, thevolume 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.
186
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 aggregate investments
at any one time per exchange in U.S. exchange traded Wheat Futures
Contracts, non--U.S. exchange linked Wheat Futures Contracts, and
over-the-counter wheat swaps are 600 spot month contracts, 12,000
contracts expiring in any other single month, or cumulative 12,000
total for all months. 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 other U.S. exchanges or 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 and a third (File No. 333-210010) was
declared effective on April 29, 2016. From June 9, 2010 (the
commencement of operations) through September 30, 2018, 17,100,000
Shares of the Fund were sold at an aggregate offering price of
$506,478,221. The Fund paid fees to Foreside Fund Services, LLC for
its services to the Fund from June 9, 2010 (the commencement of
operations) through September 30, 2018 in an amount equal to
$869,370, resulting in net offering proceeds of $505,608,851. 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. A third registration statement on Form
S-1 (File No. 333-223940) which registered a total of 11,650,000
shares was declared effective on April 30, 2018. From September 19,
2011 (the commencement of the offering) through September 30, 2018,
4,500,000 Shares of the Fund were sold at an aggregate offering
price of $87,929,984. The Fund paid fees to Foreside Fund Services,
LLC for its services to the Fund through September 30, 2018 in an
amount equal to $106,465, resulting in net offering proceeds of
$87,823,519. 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.
187
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. A third registration statement on Form S-1 (File
No. 333-223941) which registered a total of 12,500,000 shares was
declared effective on April 30, 2018. From September 19, 2011 (the
commencement of the offering) through September 30, 2018, 4,225,000
Shares of the Fund were sold at an aggregate offering price of
$43,162,036. The Fund paid fees to Foreside Fund Services, LLC for
its services to the Fund through September 30, 2018 in an amount
equal to $50,270, resulting in net offering proceeds of
$43,111,766. 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. A third registration statement on Form S-1 (File
No. 333-212481) which registered a total of 25,350,000 shares was
declared effective on July 15, 2016. From September 19, 2011 (the
commencement of the offering) through September 30, 2018,
18,875,000 Shares of the Fund were sold at an aggregate offering
price of $169,173,950. The Fund paid fees to Foreside Fund
Services, LLC for its services to the Fund through September 30,
2018 in an amount equal to $264,135, resulting in net offering
proceeds of $168,909,815. 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
original 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. A third registration
statement on Form S-1 (File No. 333-223943) which replaced the
original registration statement was declared effective on April 30,
2018. From March 28, 2012 (the commencement of the offering)
through September 30, 2018, 375,000 Shares of the Fund were sold at
an aggregate offering price of $18,285,685. The Fund paid fees to
Foreside Fund Services, LLC for its services to the Fund through
September 30, 2018 in an amount equal to $9,695, resulting in net
offering proceeds of $18,275,990. 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.
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 May Yet Be
Purchased Under the Plans or Programs
|
July 1 to July 31,
2018
|
50,000
|
$16.20
|
N/A
|
N/A
|
August 1 to August
31, 2018
|
350,000
|
$16.51
|
N/A
|
N/A
|
September 1 to
September 30, 2018
|
150,000
|
$16.20
|
N/A
|
N/A
|
Total
|
550,000
|
$16.40
|
|
|
188
Issuer Purchases of SOYB 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,
2018
|
100,000
|
$16.35
|
N/A
|
N/A
|
August 1 to August
31, 2018
|
-
|
$-
|
N/A
|
N/A
|
September 1 to
September 30, 2018
|
-
|
$-
|
N/A
|
N/A
|
Total
|
100,000
|
$16.35
|
|
|
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,
2018
|
250,000
|
$6.42
|
N/A
|
N/A
|
August 1 to August
31, 2018
|
500,000
|
$6.71
|
N/A
|
N/A
|
September 1 to
September 30, 2018
|
50,000
|
$6.18
|
N/A
|
N/A
|
Total
|
800,000
|
$6.59
|
|
|
189
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,
2018
|
-
|
$-
|
N/A
|
N/A
|
August 1 to August
31, 2018
|
150,000
|
$7.02
|
N/A
|
N/A
|
September 1 to
September 30, 2018
|
350,000
|
$6.75
|
N/A
|
N/A
|
Total
|
500,000
|
$6.83
|
|
|
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.
190
Item 6. Exhibits
The
following exhibits are filed as part of this report as required
under Item 601 of Regulation S-K:
Certification
by the Principal Executive Officer of the Registrant pursuant to
Rules 13a-14 and 15d-14 of the Exchange Act. (1)
|
|
|
|
Certification
by the Principal Financial Officer of the Registrant pursuant to
Rules 13a-14 and 15d-14 of the Exchange Act. (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)
|
|
|
|
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.
191
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/ Corey Mullen-Rusin
|
|
Name:
|
Corey Mullen-Rusin
|
|
|
Chief Financial Officer
|
|
|
|
|
|
Date:
November 9, 2018
|
|
Teucrium Commodity Trust (Registrant)
|
|
|
By:
|
Teucrium
Trading, LLC
|
|
|
its Sponsor
|
|
|
|
|
By:
|
/s/ Sal Gilbertie
|
|
Name:
|
Sal Gilbertie
|
|
|
Chief Executive Officer
|
|
|
|
|
|
Date:
November 9, 2018
|
|
192