Teucrium Commodity Trust - Quarter Report: 2018 June (Form 10-Q)
UNITED
STATES
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 June 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
.
Commission File Number:
001-34765
Teucrium Commodity
Trust
(Exact name of
registrant as specified in its charter)
Delaware
|
61-1604335
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
115 Christina
Landing Drive Unit 2004
Wilmington, DE
19801
(Address of
principal executive offices) (Zip code)
(302)
543-5977
(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 August 7, 2018 |
|
|
|
|
|
|
|
Teucrium Corn Fund
|
|
|
4,600,004
|
|
Teucrium Sugar Fund
|
|
|
2,200,004
|
|
Teucrium Soybean Fund
|
|
|
1,825,004
|
|
Teucrium Wheat Fund
|
|
|
10,100,004
|
|
Teucrium Agricultural Fund
|
|
|
75,002
|
|
TEUCRIUM
COMMODITY TRUST
Table of
Contents
|
Page
|
|
|
|
|
3
|
|
|
|
111
|
|
|
|
150
|
|
|
|
155
|
|
|
|
|
|
|
|
156
|
|
|
|
156
|
|
|
|
177
|
|
|
|
180
|
|
|
|
180
|
|
|
|
180
|
|
|
|
180
|
2
Index to
Financial Statements
Documents
|
|
Page
|
TEUCRIUM COMMODITY TRUST
|
|
|
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
|
|
|
8
|
|
|
|
|
|
9
|
|
|
|
|
|
10
|
|
|
|
|
|
11
|
|
|
|
|
TEUCRIUM CORN FUND
|
|
|
|
|
|
|
26
|
|
|
|
|
|
27
|
|
|
|
|
|
29
|
|
|
|
|
|
30
|
|
|
|
|
|
31
|
|
|
|
|
|
32
|
|
|
|
|
TEUCRIUM SOYBEAN FUND
|
|
|
|
|
|
|
44
|
|
|
|
|
|
45
|
|
|
|
|
|
47
|
|
|
|
|
|
48
|
|
|
|
|
|
49
|
|
|
|
|
|
50
|
|
|
|
|
TEUCRIUM SUGAR FUND
|
|
|
|
|
|
|
61
|
|
|
|
|
|
62
|
|
|
|
|
|
64
|
|
|
|
|
|
65
|
|
|
|
|
|
66
|
|
|
|
|
|
67
|
3
TEUCRIUM WHEAT FUND
|
|
|
|
|
|
|
78
|
|
|
|
|
|
79
|
|
|
|
|
|
81
|
|
|
|
|
|
82
|
|
|
|
|
|
83
|
|
|
|
|
|
84
|
|
|
|
|
TEUCRIUM AGRICULTURAL FUND
|
|
|
|
|
|
|
95
|
|
|
|
|
|
96
|
|
|
|
|
|
98
|
|
|
|
|
|
99
|
|
|
|
|
|
100
|
|
|
|
|
|
101
|
4
TEUCRIUM
COMMODITY TRUST
|
June 30,
2018
|
December
31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash and cash
equivalents
|
$160,466,645
|
$137,945,626
|
Interest
receivable
|
5
|
255
|
Other
assets
|
142,323
|
6,748
|
Equity in trading
accounts:
|
|
|
Commodity
futures contracts
|
25,592
|
909,281
|
Due from
broker
|
23,298,508
|
9,987,671
|
Total
equity in trading accounts
|
23,324,100
|
10,896,952
|
Total
assets
|
183,933,073
|
$148,849,581
|
|
|
|
Liabilities
|
|
|
Management fee payable to
Sponsor
|
146,068
|
125,149
|
Other
liabilities
|
171,196
|
99,909
|
Equity in trading
accounts:
|
|
|
Commodity
futures contracts
|
12,047,932
|
5,677,771
|
Total
liabilities
|
12,365,196
|
5,902,829
|
|
|
|
Net
Assets
|
$171,567,877
|
$142,946,752
|
The accompanying
notes are an integral part of these financial
statements.
5
TEUCRIUM
COMMODITY TRUST
June
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
$3,762)
|
$3,762
|
0.00%
|
3,762
|
|
|
|
|
|
|
|
Principal
Amount
|
Commercial
Paper
|
|
|
|
Boston Scientific
Corporation 2.43% (cost: $4,973,935 due
09/11/2018)
|
$4,975,940
|
2.90%
|
5,000,000
|
Enbridge Energy Partners,
L.P. 2.62% (cost: $4,988,084 due 07/17/2018)
|
4,993,836
|
2.91
|
5,000,000
|
Enbridge Energy Partners,
L.P. 2.64% (cost: $4,984,716 due 07/19/2018)
|
4,993,450
|
2.91
|
5,000,000
|
Enbridge Energy Partners,
L.P. 2.74% (cost: $4,986,778 due 07/30/2018)
|
4,989,044
|
2.91
|
5,000,000
|
Enbridge Energy Partners,
L.P. 2.62% (cost: $4,978,727 due 08/10/2018)
|
4,985,578
|
2.91
|
5,000,000
|
General Motors Financial
Company, Inc. 2.47% (cost: $7,455,596 due
09/24/2018)
|
7,456,617
|
4.35
|
7,500,000
|
Glencore Funding LLC 2.35%
(cost: $4,970,874 due 08/07/2018)
|
4,988,026
|
2.91
|
5,000,000
|
La Compagnie De Telephone
Bell Du Canada Ou Bell C 2.35% (cost: $4,974,760 due
08/01/2018)
|
4,989,968
|
2.91
|
5,000,000
|
Schlumberger Holdings
Corporation 2.42% (cost: $4,973,334 due
07/02/2018)
|
4,999,666
|
2.91
|
5,000,000
|
Spectra Energy Partners, LP
2.37% (cost: $7,478,296 due 08/09/2018)
|
7,480,907
|
4.36
|
7,500,000
|
Suncor Energy Inc. 2.45%
(cost: $7,456,493 due 09/19/2018)
|
7,459,529
|
4.35
|
7,500,000
|
Spectra Energy Partners, LP
2.37% (cost: $4,985,313 due 8/9/2018)
|
4,987,271
|
2.91
|
5,000,000
|
WGL Holdings, Inc. 2.40%
(cost: $9,951,080 due 08/07/2018)
|
9,975,540
|
5.81
|
10,000,000
|
Total Commercial Paper
(cost: $77,157,986)
|
$77,275,372
|
45.05%
|
|
Total Cash
Equivalents
|
$77,279,134
|
45.05%
|
|
|
|
|
Notional
Amount
|
|
|
|
(Long
Exposure)
|
Commodity
futures contracts
|
|
|
|
United States sugar futures
contracts
|
|
|
|
ICE sugar futures MAY19
(305 contracts)
|
25,592
|
0.01%
|
4,454,464
|
|
|
|
|
|
|
Percentage
of
|
Notional
Amount
|
Description:
Liabilities
|
Fair
Value
|
Net
Assets
|
(Long
Exposure)
|
|
|
|
|
Commodity
futures contracts
|
|
|
|
United States corn futures
contracts
|
|
|
|
CBOT corn futures SEP18
(1,422 contracts)
|
$3,112,412
|
1.81%
|
$25,560,450
|
CBOT corn futures DEC18
(1,180 contracts)
|
1,937,788
|
1.13
|
21,903,750
|
CBOT corn futures DEC19
(1,302 contracts)
|
1,600,700
|
0.93
|
25,681,950
|
|
|
|
|
United States soybean
futures contracts
|
|
|
|
CBOT soybean futures NOV18
(135 contracts)
|
752,500
|
0.44
|
5,940,000
|
CBOT soybean futures JAN19
(115 contacts)
|
701,425
|
0.41
|
5,111,750
|
CBOT soybean futures NOV19
(133 contracts)
|
568,138
|
0.33
|
5,993,313
|
|
|
|
|
United States sugar futures
contracts
|
|
|
|
ICE sugar futures MAR19
(357 contracts)
|
397,678
|
0.23
|
5,177,928
|
ICE sugar futures MAR20
(338 contracts)
|
119,191
|
0.07
|
5,231,699
|
|
|
|
|
United States wheat futures
contracts
|
|
|
|
CBOT wheat futures SEP18
(932 contracts)
|
1,139,950
|
0.66
|
23,358,250
|
CBOT wheat futures DEC18
(773 contracts)
|
329,113
|
0.19
|
19,972,388
|
CBOT wheat futures DEC19
(817 contracts)
|
1,389,037
|
0.81
|
23,233,437
|
Total commodity futures
contracts
|
$12,047,932
|
7.01%
|
$167,164,915
|
|
|
|
|
Exchange-traded
funds*
|
|
|
Shares
|
Teucrium
Corn Fund
|
$399,405
|
0.23%
|
24,308
|
Teucrium
Soybean Fund
|
380,822
|
0.22
|
23,481
|
Teucrium
Sugar Fund
|
408,792
|
0.24
|
53,674
|
Teucrium
Wheat Fund
|
391,990
|
0.23
|
61,537
|
Total exchange-traded funds
(cost $2,192,325)
|
$1,581,009
|
0.92%
|
|
*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
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%
|
|
|
|
|
|
Short-Term
Investments
|
|
|
Principal
Amount
|
Commercial
Paper
|
|
|
|
Boston Scientific
Corporation 1.709% (cost: $4,992,208 due
1/16/2018)
|
$4,996,458
|
3.50%
|
5,000,000
|
Canadian Natural Resources
Limited 1.759% (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. 2.198% (cost: $4,976,980 due 3/5/2018)
|
4,980,918
|
3.48
|
5,000,000
|
Equifax Inc. 1.709% (cost:
$4,987,958 due 1/5/2018)
|
4,999,056
|
3.50
|
5,000,000
|
Ford Motor Credit Company
LLC 1.407% (cost: $4,982,500 due 1/10/2018)
|
4,998,250
|
3.50
|
5,000,000
|
Glencore Funding LLC 1.424%
(cost: $4,982,496 due 1/17/2018)
|
4,996,854
|
3.50
|
5,000,000
|
HP Inc. 1.648% (cost:
$4,992,028 due 1/22/2018)
|
4,995,216
|
3.49
|
5,000,000
|
Oneok, Inc. 1.749% (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.
7
TEUCRIUM
COMMODITY TRUST
(Unaudited)
|
Three
months ended
|
Three
months ended
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
June 30,
2018
|
June 30,
2017
|
Income
|
|
|
|
|
Realized
and unrealized gain (loss) on trading of commodity futures
contracts:
|
|
|
|
|
Realized
gain (loss) on commodity futures contracts
|
$4,467,596
|
$(2,915,768)
|
$6,692,509
|
$(2,673,627)
|
Net
change in unrealized (depreciation)
or appreciation on commodity futures
contracts
|
(12,318,563)
|
11,935,606
|
(7,253,850)
|
12,630,493
|
Interest
income
|
879,030
|
417,772
|
1,519,669
|
740,121
|
Total
(loss) income
|
(6,971,937)
|
9,437,610
|
958,328
|
10,696,987
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management
fees
|
433,254
|
383,816
|
815,838
|
776,163
|
Professional
fees
|
426,230
|
288,414
|
701,997
|
631,238
|
Distribution and marketing
fees
|
807,165
|
659,278
|
1,562,969
|
1,197,615
|
Custodian fees and
expenses
|
99,544
|
87,724
|
184,022
|
171,818
|
Business permits and
licenses fees
|
26,959
|
21,347
|
87,727
|
58,013
|
General and administrative
expenses
|
89,688
|
78,983
|
157,885
|
145,979
|
Brokerage
commissions
|
46,147
|
39,974
|
88,724
|
77,320
|
Other
expenses
|
32,848
|
23,275
|
66,139
|
43,395
|
Total
expenses
|
1,961,835
|
1,582,811
|
3,665,301
|
3,101,541
|
|
|
|
|
|
Expenses waived by the
Sponsor
|
(379,836)
|
(176,704)
|
(642,134)
|
(261,465)
|
|
|
|
|
|
Total expenses,
net
|
1,581,999
|
1,406,107
|
3,023,167
|
2,840,076
|
|
|
|
|
|
Net
(loss) income
|
$(8,553,936)
|
$8,031,503
|
$(2,064,839)
|
$7,856,911
|
The accompanying
notes are an integral part of these financial
statements.
8
TEUCRIUM
COMMODITY TRUST
(Unaudited)
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
Operations
|
|
|
Net (loss)
income
|
$(2,064,839)
|
$7,856,911
|
Capital
transactions
|
|
|
Issuance
of Shares
|
53,863,007
|
37,159,575
|
Redemption
of Shares
|
(22,602,148)
|
(34,604,704)
|
Net
change in the cost of the Underlying Funds
|
(574,895)
|
1,229
|
Total capital
transactions
|
30,685,964
|
2,556,100
|
|
|
|
Net
change in net assets
|
28,621,125
|
10,413,011
|
|
|
|
Net
assets, beginning of period
|
142,946,752
|
153,957,187
|
|
|
|
Net
assets, end of period
|
$171,567,877
|
$164,370,198
|
The accompanying
notes are an integral part of these financial
statements.
9
TEUCRIUM
COMMODITY TRUST
(Unaudited)
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
Cash
flows from operating activities:
|
|
|
Net (loss)
income
|
$(2,064,839)
|
$7,856,911
|
Adjustments
to reconcile net (loss) income to net cash (used in) provided by
operating activities:
|
|
|
Net change in unrealized
depreciation or (appreciation) on commodity futures
contracts
|
7,253,850
|
(12,630,493)
|
Changes
in operating assets and liabilities:
|
|
|
Due
from broker
|
(13,310,837)
|
7,052,137
|
Interest
receivable
|
250
|
(486)
|
Other
assets
|
(135,575)
|
(372,466)
|
Management
fee payable to Sponsor
|
20,919
|
1,141
|
Other
liabilities
|
71,287
|
38,705
|
Net
cash (used in) provided by operating activities
|
(8,164,945)
|
1,945,449
|
|
|
|
Cash
flows from financing activities:
|
|
|
Proceeds
from sale of Shares
|
53,863,007
|
37,159,575
|
Redemption
of Shares
|
(22,602,148)
|
(34,604,704)
|
Net
change in cost of the Underlying Funds
|
(574,895)
|
1,229
|
Net
cash provided by financing activities
|
30,685,964
|
2,556,100
|
|
|
|
Net
change in cash, cash equivalents and restricted
cash
|
22,521,019
|
4,501,549
|
Cash,
cash equivalents, and restricted cash beginning of
period
|
137,945,626
|
145,475,153
|
Cash,
cash equivalents, and restricted cash end of
period
|
$160,466,645
|
$149,976,702
|
The
accompanying notes are an integral part of these financial
statements.
10
June
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.
11
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 six months
ended June 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.
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. For the three
months ended June 30, 2018 and 2017, the Funds recognized $99,554
and $87,724, respectively, for these services, which is recorded in
custodian fees and expenses on the combined statements of
operations; of these expenses $31,268 in 2018 and $1,626 in 2017
were waived by the Sponsor. For the six months
ended June 30, 2018 and 2017, the Funds recognized $184,022 and
$171,818, respectively, for these services, which is recorded in
custodian fees and expenses on the combined statements of
operations; of these expenses $44,439 in 2018 and $3,252 in 2017
were waived by the
Sponsor.
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. For the three months ended June 30, 2018 and
2017, the Funds recognized $39,053 and $40,367, respectively, for
these services, which is recorded in distribution and marketing
fees on the combined statements of operations; of these expenses
$6,930 in 2018 and $13,451 in 2017 were waived by the
Sponsor. For the six months
ended June 30, 2018 and 2017, the Funds recognized $87,201 and
$93,786, respectively, for these services, which is recorded in
distribution and marketing fees on the combined statements of
operations; of these expenses $21,591 in 2018 and $14,137 in 2017
were waived by the Sponsor.
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. For the three months ended June 30, 2018 and 2017, the Funds
recognized $46,147 and $39,974, respectively, for these services,
which was recorded in brokerage commissions on the combined
statements of operations and were paid for by the
Funds. For the six months
ended June 30, 2018 and 2017, the Funds recognized $88,724 and
$77,320, respectively, for these services, which was recorded in
brokerage commissions on the combined statements of operations and
were paid for by the Funds.
12
The
sole Trustee of the Trust is Wilmington Trust Company, a Delaware
banking corporation. The Trustee will accept service of legal
process on the Trust in the State of Delaware and will make certain
filings under the Delaware Statutory Trust Act. For its
services, the Trustee receives an annual fee of $3,300 from
the Trust. For the three and six months ended June 30, 2018 and
2017, the Funds did not recognize any expense for these services.
This expense is recorded in business permits and licenses fees on
the combined statements of operations.
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 assets and
liabilities as the difference between the original contract amount
and the fair market value as of the last business day of the year
or as of the last date of the combined financial statements.
Changes in the appreciation or depreciation between periods are
reflected in the combined statements of operations. Interest on
cash equivalents and deposits with the Futures Commission Merchant
are recognized on the accrual basis. The Funds earn interest on its
assets denominated in U.S. dollars on deposit with the Futures
Commission Merchant. In addition, the Funds earn interest on funds
held at the custodian at prevailing market rates for such
investments.
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.
13
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 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 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 June 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 six
months ended June 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.
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 2 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 had a balance of $3,762 and $3,014 in money market funds at
June 30, 2018 and December 31, 2017, respectively. These balances
are included in cash and cash equivalents on the combined
statements of assets and liabilities. Effective in the second
quarter 2015, the Sponsor invested a portion of the available cash
for the Funds in alternative demand deposit savings accounts,
which is classified as cash and not as cash equivalents. The Funds
had a balance of $83,187,251 and $88,013,073 in demand
deposit savings accounts on June 30, 2018 and December 31, 2017,
respectively. 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. The Funds had a balance of $77,275,372 and $49,929,746 in
commercial paper contracts on June 30, 2018 and December 31, 2017,
respectively. The above changes resulted in a reduction from the
same period in 2017 in the balance held in money market and
demand deposit savings accounts,
respectively.
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.
|
June 30, 2018
|
June 30, 2017
|
December 31,
2017
|
Cash and cash
equivalents
|
$160,466,645
|
$149,908,018
|
$137,945,626
|
Restricted cash
|
-
|
68,684
|
-
|
Total cash, cash equivalents, and restricted
cash shown in the combined statements of cash
flows
|
$160,466,645
|
$149,976,702
|
$137,945,626
|
14
Due from/to
Broker
The
amount recorded by the Trust for the amount due from and to the
clearing broker includes, but is not limited to, cash held by the
broker, amounts payable to the clearing broker related to open
transactions and payables for commodities futures accounts
liquidating to an equity balance on the clearing broker’s
records.
Margin is the minimum amount of funds that must
be deposited by a commodity interest trader with the trader’s
broker to initiate and maintain an open position in futures
contracts. A margin deposit acts to assure the trader’s
performance of the futures contracts purchased or sold. Futures
contracts are customarily bought and sold on initial margin that
represents a very small percentage of the aggregate purchase or
sales price of the contract. Because of such low margin
requirements, price fluctuations occurring in the futures markets
may create profits and losses that, in relation to the amount
invested, are greater than are customary in other forms of
investment or speculation. As discussed below, adverse price
changes in the futures contract may result in margin requirements
that greatly exceed the initial margin. In addition, the amount of
margin required in connection with a particular futures contract is
set from time to time by the exchange on which the contract is
traded and may be modified from time to time by the exchange during
the term of the contract. Brokerage firms, such as the Funds’
clearing brokers, carrying accounts for traders in commodity
interest contracts generally require higher amounts of margin as a
matter of policy to further protect themselves. Over-the-counter
trading generally involves the extension of credit between
counterparties, so the counterparties may agree to require the
posting of collateral by one or both parties to address credit
exposure.
When
a trader purchases an option, there is no margin requirement;
however, the option premium must be paid in full. When a trader
sells an option, on the other hand, he or she is required to
deposit margin in an amount determined by the margin requirements
established for the underlying interest and, in addition, an amount
substantially equal to the current premium for the option. The
margin requirements imposed on the selling of options, although
adjusted to reflect the probability that out-of-the-money options
will not be exercised, can in fact be higher than those imposed in
dealing in the futures markets directly. Complicated margin
requirements apply to spreads and conversions, which are complex
trading strategies in which a trader acquires a mixture of options
positions and positions in the underlying
interest.
Ongoing or “maintenance” margin
requirements are computed each day by a trader’s clearing
broker. When the market value of a particular open futures contract
changes to a point where the margin on deposit does not satisfy
maintenance margin requirements, a margin call is made by the
broker. If the margin call is not met within a reasonable time, the
broker may close out the trader’s position. With respect to
the Funds’ trading, the Funds (and not their shareholders
personally) are subject to margin calls.
Finally, many major U.S. exchanges have passed
certain cross margining arrangements involving procedures pursuant
to which the futures and options positions held in an account
would, in the case of some accounts, be aggregated, and margin
requirements would be assessed on a portfolio basis, measuring the
total risk of the combined positions.
Payable/Receivable for Securities
Purchased/Sold
Due
from/to broker for investments in securities are securities
transactions pending settlement. The Trust and the Funds are
subject to credit risk to the extent any broker with whom it
conducts business is unable to fulfill contractual obligations on
its behalf. The management of the Trust and the Funds monitors the
financial condition of such brokers and does not anticipate any
losses from these counterparties. Since the inception of the Fund,
the principal broker through which the Trust and TAGS clear
securities transactions for TAGS is the Bank of New York Mellon
Capital Markets.
15
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 certain 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.
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 certain accounting and financial reporting,
regulatory compliance, and trading activities that are directly
attributable to the Trust and the Funds. For the three
months ended June 30, the Funds recognized $472,586 in 2018
and $439,583 in 2017 for these services, which are primarily
recorded in distribution and marketing fees on the combined
statements of operations; of these expenses, $122,390 in 2018 and
$116,679 in 2017 were waived by the Sponsor. All asset-based fees
and expenses for the Funds are calculated on the prior day’s
net assets.
For the six
months ended June 30, the Funds recognized $1,452,851 in 2018
and $1,293,133 in 2017 for these services, which are primarily
recorded in distribution and marketing fees on the combined
statements of operations; of these expenses,
$251,171 in 2018 and
$123,662 in 2017 were waived by the Sponsor. All asset-based fees
and expenses for the Funds are calculated on the prior day’s
net assets.
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.
16
For
the three months ended June 30, 2018 there were $379,836 of
expenses that were included in the combined statements of
operations of the Trust as expenses that were waived by the
Sponsor. These were specifically: $98,041 for CORN, $84,485 for
SOYB, $66,209 for CANE, $121,015 for WEAT, and $10,086 for TAGS.
The Sponsor has determined that there would be no recovery sought
for these amounts in any future period.
For the three
months ended June 30, 2017 there were $176,704 of expenses that
were included in the combined statements of operations of the Trust
as expenses that were waived by the Sponsor. These were
specifically: $133,820 for CORN, $12,109 for SOYB, $25,286 for
CANE, and $5,489 for TAGS. The Sponsor has determined that there
would be no recovery sought for these amounts in any future
period.
For
the six months ended June 30, 2018 there were $642,134 of expenses
that were included in the combined statements of operations of the
Trust as expenses that were waived by the Sponsor. These were
specifically: $138,723 for CORN, $184,427 for SOYB, $146,899 for
CANE, $144,784 for WEAT, and $27,301 for TAGS. The Sponsor has
determined that there would be no recovery sought for these amounts
in any future period.
For the six months
ended June 30, 2017 there were $261,465 of expenses that were
included in the combined statements of operations of the Trust as
expenses that were waived by the Sponsor. These were specifically:
$168,820 for CORN, $27,109 for SOYB, $38,364 for CANE, and $27,172
for TAGS. The Sponsor has determined that there would be no
recovery sought for these amounts in any future
period.
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:
17
Level 1 -
Valuations based on unadjusted quoted prices in active markets for
identical assets or liabilities that the Trust has the ability to
access. Valuation adjustments and block discounts are not applied
to Level 1 futures contracts held by CORN, SOYB, CANE and WEAT, the
securities of the Underlying Funds held by TAGS, and any other
securities held by any Fund, together referenced throughout this
filing as “financial instruments.” Since
valuations are based on quoted prices that are readily and
regularly available in an active market, valuation of these
securities does not entail a significant degree of
judgment.
Level 2 -
Valuations based on quoted prices in markets that are not active or
for which all significant inputs are observable, either directly or
indirectly.
Level 3 -
Valuations based on inputs that are unobservable and significant to
the overall fair value measurement.
The
availability of valuation techniques and observable inputs can vary
from financial instrument to financial
instrument and is affected by a wide variety of factors
including, the type of financial instrument, whether
the financial instrument is new and not yet established
in the marketplace, and other characteristics particular to the
transaction. To the extent that valuation is based on models or
inputs that are less observable or unobservable in the market, the
determination of fair value requires more judgment. Those estimated
values do not necessarily represent the amounts that may be
ultimately realized due to the occurrence of future circumstances
that cannot be reasonably determined. Because of the inherent
uncertainty of valuation, those estimated values may be materially
higher or lower than the values that would have been used had a
ready market for the financial instruments existed.
Accordingly, the degree of judgment exercised by the Fund in
determining fair value is greatest for financial
instruments categorized in Level 3. In certain cases, the
inputs used to measure fair value may fall into different levels of
the fair value hierarchy. In such cases, for disclosure purposes,
the level in the fair value hierarchy, within which the fair value
measurement in its entirety falls, is determined based on the
lowest level input that is significant to the fair value
measurement.
Fair
value is a market-based measure considered from the perspective of
a market participant rather than an entity-specific measure.
Therefore, even when market assumptions are not readily available,
the Trust’s own assumptions are set to reflect those that
market participants would use in pricing the asset or liability at
the measurement date. The Trust uses prices and inputs that are
current as of the measurement date, including periods of market
dislocation. In periods of market dislocation, the observability of
prices and inputs may be reduced for many financial instruments.
This condition could cause a financial instrument to be
reclassified to a lower level within the fair value hierarchy. For
instance, when Corn Futures Contracts on the Chicago Board of Trade
(“CBOT”) are not actively trading due to a
“limit-up” or ‘limit-down” condition,
meaning that the change in the Corn Futures Contracts has exceeded
the limits established, the Trust and the Fund will revert to
alternative verifiable sources of valuation of its assets. When
such a situation exists on a quarter close, the Sponsor will
calculate the NAV on a particular day using the Level 1 valuation,
but will later recalculate the NAV for the impacted Fund based upon
the valuation inputs from these alternative verifiable sources
(Level 2 or Level 3) and will report such NAV in its applicable
financial statements and reports.
On
June 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 six months ended June 30, 2018 and year ended December 31,
2017, the Funds did not have any 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 Funds.
18
Expenses
Expenses are recorded using the accrual method of
accounting.
New Accounting
Pronouncements
The
Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 2018-05,
“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.
19
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, 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 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.
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.
20
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 June 30, 2018 and
December 31, 2017:
June 30,
2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
June 30,
2018
|
Cash Equivalents
|
$77,279,134
|
$-
|
$-
|
$77,279,134
|
Commodity futures
Contracts
|
|
|
|
|
Sugar futures
contracts
|
25,592
|
-
|
-
|
25,592
|
Total
|
$77,304,726
|
$-
|
$-
|
$77,304,726
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
June 30,
2018
|
Commodity Futures
Contracts
|
|
|
|
|
Corn futures
contracts
|
$ 6,650,900
|
$ -
|
$ -
|
$6,650,900
|
Soybean futures
contracts
|
2,022,063
|
-
|
-
|
2,022,063
|
Sugar futures
contracts
|
516,869
|
-
|
-
|
516,869
|
Wheat futures
contracts
|
2,858,100
|
-
|
-
|
2,858,100
|
Total
|
$12,047,932
|
$-
|
$-
|
$12,047,932
|
December 31,
2017
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
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
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
December 31,
2017
|
Commodity Futures
Contracts
|
|
|
|
|
Corn futures
contracts
|
$1,962,050
|
$-
|
$-
|
$1,962,050
|
Soybeans futures
contracts
|
448,063
|
-
|
-
|
448,063
|
Sugar futures
contracts
|
67,133
|
-
|
-
|
67,133
|
Wheat futures
contracts
|
3,200,525
|
-
|
-
|
3,200,525
|
Total
|
$5,677,771
|
$-
|
$-
|
$5,677,771
|
For
the three months ended June 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.
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 counterparty risk due to inability of its
counterparties to meet the terms of their contracts. For the
three and six months ended June 30, 2018 and 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 counterparty risk since futures contracts
are exchange-traded; and the exchange’s clearinghouse, as the
counterparty to all exchange-traded futures, guarantees the futures
against default.
The
Commodity Exchange Act requires an FCM to segregate all customer
transactions and assets from the FCM’s proprietary
activities. A customer’s cash and other equity deposited with
an FCM are considered commingled with all other customer funds
subject to the FCM’s segregation requirements. In the event
of an FCM’s insolvency, recovery may be limited to each
Fund’s pro rata share of segregated customer funds available.
It is possible that the recovery amount could be less than the
total of cash and other equity deposited.
The following table discloses information about
offsetting assets and liabilities presented in the combined
statements of assets and liabilities to enable users of these
financial statements to evaluate the effect or potential effect of
netting arrangements for recognized assets and liabilities. The
provisions of Accounting Standards Codification 210-20, Balance
Sheet - Offsetting were adopted and are recognized in the tables
below.
The
following table also identifies the fair value amounts of
derivative instruments included in the combined statements of
assets and liabilities as derivative contracts, categorized by
primary underlying risk and held by the FCM, ED&F Man as of
June 30, 2018 and December 31, 2017.
21
Offsetting of
Financial Assets and Derivative Assets as of June 30,
2018
|
(i)
|
(ii)
|
(iii) = (i-ii)
|
(iv)
|
(v) =
(iii)-(iv)
|
|
|
|
|
|
Gross Amount Not Offset in
the Combined Statement of Assets and Liabilities
|
|
|
|
|
|
|
|
|
|
Description
|
Gross Amount of Recognized
Assets
|
Gross Amount Offset in the
Combined Statement of Assets and Liabilities
|
Net Amount Presented in the
Combined Statement of Assets and Liabilities
|
Futures Contracts Available
for Offset
|
Collateral, Due to
Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Sugar futures
contracts
|
$25,592
|
$-
|
$25,592
|
$25,592
|
$-
|
$-
|
Offsetting of Financial Liabilities and
Derivative Liabilities as of June 30,
2018
|
(i)
|
(ii)
|
(iii) = (i-ii)
|
(iv)
|
(v) =
(iii)-(iv)
|
|
|
|
|
|
Gross Amount Not Offset
in the Combined Statement of Assets and
Liabilities
|
|
|
Description
|
Gross Amount of Recognized
Liabilities
|
Gross Amount Offset in the
Combined Statement of Assets and Liabilities
|
Net Amount Presented in the
Combined Statement of Assets and Liabilities
|
Futures Contracts Available
for Offset
|
Collateral, Due from
Broker
|
Net Amount
|
Commodity Price
|
|
|
|
|
|
|
Corn futures
contracts
|
$6,650,900
|
$-
|
$6,650,900
|
$-
|
$6,650,900
|
$-
|
Soybean futures
contracts
|
$2,022,063
|
$-
|
$2,022,063
|
$-
|
$2,022,063
|
$-
|
Sugar futures
contracts
|
$516,869
|
$-
|
$516,869
|
$25,592
|
$491,277
|
$-
|
Wheat futures
contracts
|
$2,858,100
|
$-
|
$2,858,100
|
$-
|
$2,858,100
|
$-
|
22
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 Combined Statement of Assets and
Liabilities
|
|
|
Description
|
Gross Amount of Recognized
Assets
|
Gross Amount Offset in the
Combined Statement of Assets and Liabilities
|
Net Amount Presented in the
Combined 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
|
$-
|
$-
|
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 Combined Statement of Assets and
Liabilities
|
|
|
Description
|
Gross Amount of Recognized
Liabilities
|
Gross Amount Offset in the
Combined Statement of Assets and Liabilities
|
Net Amount Presented in the
Combined 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
|
$-
|
Soybeans 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
|
$-
|
23
The
following is a summary of realized and unrealized gains (losses) of
the derivative instruments utilized by the
Trust:
Three months
ended June 30, 2018
Primary Underlying
Risk
|
Realized Gain (Loss) on
Commodity Futures Contracts |
Net Change in Unrealized Depreciation or
Appreciation on Commodity Futures Contracts |
Commodity price
|
|
|
Corn futures
contracts
|
$1,931,575
|
$(8,790,088)
|
Soybean futures
contracts
|
(2,413)
|
(2,456,537)
|
Sugar futures
contracts
|
(1,028,754)
|
278,275
|
Wheat futures
contracts
|
3,567,188
|
(1,350,213)
|
Total commodity futures
contracts
|
$4,467,596
|
$(12,318,563)
|
Three months
ended June 30, 2017
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
|
$(727,988)
|
$1,454,725
|
Soybean futures
contracts
|
(311,413)
|
378,988
|
Sugar futures
contracts
|
(1,381,867)
|
(214,032)
|
Wheat futures
contracts
|
(494,500)
|
10,315,925
|
Total commodity futures
contracts
|
$(2,915,768)
|
$11,935,606
|
Six months ended
June 30, 2018
Primary Underlying
Risk
|
Realized Gain (Loss) on
Commodity Futures Contracts |
Net Change in Unrealized Depreciation or
Appreciation on Commodity Futures Contracts |
Commodity price
|
|
|
Corn futures
contracts
|
$3,170,538
|
$(4,809,338)
|
Soybean futures
contracts
|
(80,012)
|
(1,574,000)
|
Sugar futures
contracts
|
(1,297,867)
|
(608,462)
|
Wheat futures
contracts
|
4,899,850
|
(262,050)
|
Total commodity futures
contracts
|
$6,692,509
|
$(7,253,850)
|
24
Six months ended
June 30, 2017
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
|
$(447,212)
|
$2,394,975
|
Soybean futures
contracts
|
31,500
|
(452,163)
|
Sugar futures
contracts
|
(1,588,115)
|
(590,957)
|
Wheat futures
contracts
|
(669,800)
|
11,278,638
|
Total commodity futures
contracts
|
$(2,673,627)
|
$12,630,493
|
Volume of Derivative
Activities
The
average notional market value categorized by primary underlying
risk for all futures contracts held was $177.1 million and $168.0
million for the three and six months ended June 30, 2018 and $157.9
million and $156.1 million for the three and six months ended June
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:
June 30, 2018
|
|
|
|
|
|
|
Outstanding Shares
|
Net Assets
|
Teucrium Corn
Fund
|
4,450,004
|
$73,118,194
|
Teucrium Soybean
Fund
|
1,050,004
|
17,029,295
|
Teucrium Sugar
Fund
|
1,950,004
|
14,851,592
|
Teucrium Wheat
Fund
|
10,450,004
|
66,566,470
|
Teucrium Agricultural
Fund:
|
|
|
Net assets
including the investment in the Underlying
Funds
|
75,002
|
1,583,335
|
Less: Investment
in the Underlying Funds
|
|
(1,581,009)
|
Net for the Fund
in the combined net assets of the Trust
|
|
2,326
|
Total
|
|
$171,567,877
|
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
|
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 June 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:
CORN:
Nothing to
Report
SOYB:
The total net assets of the Fund increased by
$13,515,246 or 79% for the period from June 30, 2018 through August
7, 2018. This was driven by a 74% increase in the shares
outstanding and an 3% increase in the net asset value per
share.
CANE:
Nothing to
Report
WEAT:
Nothing to
Report
TAGS: Nothing to
Report
25
TEUCRIUM CORN
FUND
|
June 30,
2018
|
December
31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash and cash
equivalents
|
$69,312,521
|
$63,139,461
|
Interest
receivable
|
-
|
73
|
Other
assets
|
36,920
|
2,772
|
Equity in trading
accounts:
|
|
|
Commodity
futures contracts
|
-
|
120,487
|
Due from
broker
|
10,546,980
|
3,703,896
|
Total
equity in trading accounts
|
10,546,980
|
3,824,383
|
Total
assets
|
79,896,421
|
66,966,689
|
|
|
|
Liabilities
|
|
|
Management fee payable to
Sponsor
|
63,595
|
55,432
|
Other
liabilities
|
63,732
|
47,728
|
Equity in trading
accounts:
|
|
|
Commodity
futures contracts
|
6,650,900
|
1,962,050
|
Total
liabilities
|
6,778,227
|
2,065,210
|
|
|
|
Net
assets
|
$73,118,194
|
$64,901,479
|
|
|
|
Shares
outstanding
|
4,450,004
|
3,875,004
|
|
|
|
Net
asset value per share
|
$16.43
|
$16.75
|
|
|
|
Market
value per share
|
$16.44
|
$16.77
|
The accompanying
notes are an integral part of these financial
statements.
26
TEUCRIUM CORN
FUND
June
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
$137)
|
$137
|
0.00%
|
137
|
|
|
|
|
|
|
|
Principal
Amount
|
Commercial
Paper
|
|
|
|
Enbridge Energy Partners,
L.P. 2.62% (cost: $2,494,042 due 07/17/2018)
|
$2,497,111
|
3.42%
|
2,500,000
|
Enbridge Energy Partners,
L.P. 2.64% (cost: $2,492,358 due 07/19/2018)
|
2,496,725
|
3.41
|
2,500,000
|
Enbridge Energy Partners,
L.P. 2.74% (cost: $2,493,389 due 07/30/2018)
|
2,494,522
|
3.41
|
2,500,000
|
Enbridge Energy Partners,
L.P. 2.62% (cost: $4,978,727 due 08/10/2018)
|
4,985,578
|
6.82
|
5,000,000
|
General Motors Financial
Company, Inc. 2.47% (cost: $2,485,199 due
09/24/2018)
|
2,485,539
|
3.40
|
2,500,000
|
Glencore Funding LLC 2.35%
(cost: $2,485,437 due 08/07/2018)
|
2,494,013
|
3.41
|
2,500,000
|
La Compagnie De Telephone
Bell Du Canada Ou Bell C 2.35% (cost: $2,487,380 due
08/01/2018)
|
2,494,984
|
3.41
|
2,500,000
|
Schlumberger Holdings
Corporation 2.42% (cost: $2,486,667 due
07/02/2018)
|
2,499,833
|
3.42
|
2,500,000
|
Spectra Energy Partners, LP
2.37% (cost: $2,492,820 due 08/09/2018)
|
2,493,636
|
3.41
|
2,500,000
|
Suncor Energy Inc. 2.45%
(cost: $7,456,493 due 09/19/2018)
|
7,459,529
|
10.20
|
7,500,000
|
WGL Holdings, Inc. 2.40%
(cost: $2,487,770 due 08/07/2018)
|
2,493,885
|
3.41
|
2,500,000
|
Total Commercial Paper
(cost: $34,840,282)
|
$34,895,355
|
47.72%
|
|
Total Cash
Equivalents
|
$34,895,492
|
47.72%
|
|
|
|
|
|
|
|
Percentage
of
|
Notional
Amount
|
Description:
Liabilities
|
Fair
Value
|
Net
Assets
|
(Long
Exposure)
|
|
|
|
|
Commodity
futures contracts
|
|
|
|
United States corn futures
contracts
|
|
|
|
CBOT corn futures SEP18
(1,422 contracts)
|
$3,112,412
|
4.26%
|
$25,560,450
|
CBOT corn futures DEC18
(1,180 contracts)
|
1,937,788
|
2.65
|
21,903,750
|
CBOT corn futures DEC19
(1,302 contracts)
|
1,600,700
|
2.19
|
25,681,950
|
Total commodity futures
contracts
|
$6,650,900
|
9.10%
|
$73,146,150
|
The accompanying
notes are an integral part of these financial
statements.
27
TEUCRIUM CORN
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
|
Blackrock FedFund - Institutional Class
(cost $70)
|
70
|
0.00
|
70
|
Total money market
funds
|
$170
|
0.00%
|
|
|
|
|
|
|
|
|
Principal
Amount
|
Short-Term
Investments
|
|
|
|
Commercial Paper
|
|
|
|
Boston Scientific Corporation 1.709% (cost:
$2,496,104 due 1/16/2018)
|
$2,498,229
|
3.85%
|
2,500,000
|
Canadian Natural Resources Limited 1.759%
(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. 2.198% (cost:
$2,488,490 due 3/5/2018)
|
2,490,459
|
3.84
|
2,500,000
|
Equifax Inc. 1.709% (cost: $2,493,979 due
1/5/2018)
|
2,499,528
|
3.85
|
2,500,000
|
Ford Motor Credit Company LLC 1.407% (cost:
$2,491,250 due 1/10/2018)
|
2,499,125
|
3.85
|
2,500,000
|
Glencore Funding LLC 1.424% (cost:
$2,491,248 due 1/17/2018)
|
2,498,427
|
3.85
|
2,500,000
|
HP Inc. 1.648% (cost: $2,496,014 due
1/22/2018)
|
2,497,608
|
3.85
|
2,500,000
|
Oneok, Inc. 1.749% (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
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
June 30,
2018
|
June 30,
2017
|
Income
|
|
|
|
|
Realized and
unrealized gain (loss) on trading of commodity futures
contracts:
|
|
|
|
|
Realized
gain (loss) on commodity futures contracts
|
$1,931,575
|
$(727,988)
|
$3,170,538
|
$(447,212)
|
Net change in unrealized
(depreciation) or
appreciation on commodity futures
contracts
|
(8,790,088)
|
1,454,725
|
(4,809,338)
|
2,394,975
|
Interest
income
|
393,434
|
183,500
|
680,931
|
331,872
|
Total
(loss) income
|
(6,465,079)
|
910,237
|
(957,869)
|
2,279,635
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management
fees
|
191,227
|
167,806
|
361,079
|
348,974
|
Professional
fees
|
146,286
|
133,771
|
248,003
|
308,701
|
Distribution
and marketing fees
|
319,426
|
344,557
|
607,486
|
596,297
|
Custodian
fees and expenses
|
28,547
|
40,650
|
59,181
|
82,375
|
Business
permits and licenses fees
|
7,808
|
5,644
|
20,671
|
16,229
|
General
and administrative expenses
|
31,109
|
38,162
|
65,655
|
71,632
|
Brokerage
commissions
|
20,470
|
20,935
|
41,310
|
42,225
|
Other
expenses
|
9,860
|
11,101
|
22,232
|
20,861
|
Total
expenses
|
754,733
|
762,626
|
1,425,617
|
1,487,294
|
|
|
|
|
|
Expenses waived by the
Sponsor
|
(98,041)
|
(133,820)
|
(138,723)
|
(168,820)
|
|
|
|
|
|
Total
expenses, net
|
656,692
|
628,806
|
1,286,894
|
1,318,474
|
|
|
|
|
|
Net
(loss) income
|
$(7,121,771)
|
$281,431
|
$(2,244,763)
|
$961,161
|
|
|
|
|
|
Net (loss) income per
share
|
$(1.56)
|
$0.08
|
$(0.32)
|
$0.32
|
Net (loss) income per
weighted average share
|
$(1.65)
|
$0.08
|
$(0.54)
|
$0.26
|
Weighted average shares
outstanding
|
4,320,059
|
3,553,301
|
4,156,219
|
3,677,766
|
The
accompanying notes are an integral part of these financial
statements.
29
TEUCRIUM CORN
FUND
(Unaudited)
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
Operations
|
|
|
Net (loss)
income
|
$(2,244,763)
|
$961,161
|
Capital
transactions
|
|
|
Issuance of
Shares
|
20,834,115
|
12,892,765
|
Redemption of
Shares
|
(10,372,637)
|
(20,236,742)
|
Total capital
transactions
|
10,461,478
|
(7,343,977)
|
Net change in net
assets
|
8,216,715
|
(6,382,816)
|
|
|
|
Net
assets, beginning of period
|
$64,901,479
|
$73,213,541
|
|
|
|
Net
assets, end of period
|
$73,118,194
|
$66,830,725
|
|
|
|
Net
asset value per share at beginning of period
|
$16.75
|
$18.77
|
|
|
|
Net
asset value per share at end of period
|
$16.43
|
$19.09
|
|
|
|
Creation of
Shares
|
1,175,000
|
650,000
|
Redemption of
Shares
|
600,000
|
1,050,000
|
The accompanying
notes are an integral part of these financial
statements.
30
TEUCRIUM CORN
FUND
(Unaudited)
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
Cash
flows from operating activities:
|
|
|
Net
(loss) income
|
$(2,244,763)
|
$961,161
|
Adjustments
to reconcile net (loss) income to net cash used in operating
activities:
|
|
|
Net change in unrealized
depreciation or (appreciation) on commodity futures
contracts
|
4,809,338
|
(2,394,975)
|
Changes in operating assets and liabilities:
|
|
|
Due from
broker
|
(6,843,084)
|
1,533,025
|
Interest
receivable
|
73
|
(13)
|
Other
assets
|
(34,148)
|
(131,059)
|
Management fee
payable to Sponsor
|
8,163
|
(10,791)
|
Other
liabilities
|
16,003
|
38,416
|
Net cash
used in operating activities
|
(4,288,418)
|
(4,236)
|
|
|
|
Cash
flows from financing activities:
|
|
|
Proceeds from
sale of Shares
|
20,834,115
|
12,892,765
|
Redemption of
Shares
|
(10,372,637)
|
(20,236,742)
|
Net cash
provided by (used in) financing activities
|
10,461,478
|
(7,343,977)
|
|
|
|
Net
change in cash and cash equivalents
|
6,173,060
|
(7,348,213)
|
Cash and
cash equivalents, beginning of period
|
63,139,461
|
69,072,284
|
Cash and
cash equivalents, end of period
|
$69,312,521
|
$61,724,071
|
The accompanying
notes are an integral part of these financial
statements.
31
June 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 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
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 Contracts
|
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.
32
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 six months ended June 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.
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 Fund. 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 assetbased 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. For the three months ended June 30, 2018 and 2017, the
Fund recognized $28,547 and $40,650, respectively, for these
services, which is recorded in custodian fees and expenses on the
statements of operations and was paid for by the Sponsor.
For the six months
ended June 30, 2018 and 2017, the Fund recognized $59,181 and
$82,375, respectively, for these services, which is recorded in
custodian fees and expenses on the statements of operations; of
these amounts, $762 in 2018 and $0 in 2017 was waived by the
Sponsor.
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. For the
three months ended June 30, 2018 and 2017, the Fund recognized
$15,075 and $18,967, respectively, for these services, which is
recorded in distribution and marketing fees on the statements of
operations; of these expenses, $0 in 2018 and $11,036 in 2017 were
waived by the Sponsor. For the six months
ended June 30, 2018 and 2017, the Fund recognized $33,097 and
$44,912, respectively, for these services, which is recorded in
distribution and marketing fees on the statements of operations; of
these expenses, $3,679 in 2018 and $11,036 in 2017 were waived by
the Sponsor.
33
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. For
the three months ended June 30, 2018 and 2017, the Fund recognized
$20,470 and $20,935, respectively, for these services, which is
recorded in brokerage commissions on the statements of operations
and was paid for by the Fund. For the six months
ended June 30, 2018 and 2017, the Fund recognized $41,310 and
$42,225, respectively, for these services, which is recorded in
brokerage commissions on the statements of operations and was paid
for by the Fund.
The
sole Trustee of the Trust is Wilmington Trust Company, a Delaware
banking corporation. The Trustee will accept service of legal
process on the Trust in the State of Delaware and will make certain
filings under the Delaware Statutory Trust Act. For its
services, the Trustee receives an annual fee of $3,300 from
the Trust. For the three and six months ended June 30, 2018
and 2017, the Fund did not recognize any expense for these
services. This expense is recorded in business permits and licenses
fees on the statements of operations.
Note 3 – Summary of Significant
Accounting Policies
Basis of
Presentation
The
accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) as detailed in the Financial
Accounting Standards Board’s Accounting Standards
Codification.
Revenue
Recognition
Commodity futures contracts are recorded on the
trade date. All such transactions are recorded on the identified
cost basis and marked to market daily. Unrealized appreciation or
depreciation on commodity futures contracts are reflected in the
statements of assets and liabilities as the difference between the
original contract amount and the fair market value as of the last
business day of the year or as of the last date of thefinancial
statements. Changes in the appreciation or depreciation between
periods are reflected in the statements of operations. Interest on
cash equivalents and deposits with the Futures Commission Merchant
are recognized on the accrual basis. The Fund earns interest on its
assets denominated in U.S. dollars on deposit with the Futures
Commission Merchant. In addition, the Fund earns interest on funds
held at the custodian at prevailing market rates for such
investments.
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 U.S. federal 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 June 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 six
months ended June 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.
34
Creations and
Redemptions
Authorized Purchasers may purchase Creation
Baskets consisting of 25,000 shares from CORN. The amount of the
proceeds required to purchase a Creation Basket will be equal to
the NAV of the shares in the Creation Basket determined as of 4:00
p.m. New York time on the day the order to create the basket is
properly received.
Authorized Purchasers may redeem shares from the
Fund only in blocks of 25,000 shares called “Redemption
Baskets.” The amount of the redemption proceeds for a
Redemption Basket will be equal to the NAV of the shares in the
Redemption Basket determined as of 4:00 p.m. New York time on the
day the order to redeem the basket is properly
received.
The
Fund receives or pays the proceeds from shares sold or redeemed
within three business days after the trade date of the purchase or
redemption. The amounts due from Authorized Purchasers are
reflected in the Fund’s statements of assets and liabilities
as receivable for shares sold. Amounts payable to Authorized
Purchasers upon redemption are reflected in the Fund’s
statements of assets and liabilities as payable for shares
redeemed.
As
outlined in the most recent Form S-1 filing, 50,000 shares
represents two Redemption Baskets for the Fund and a minimum level
of shares.
Allocation of Shareholder Income and
Losses
Profit or loss is allocated among the
shareholders of the Fund in proportion to the number of shares each
shareholder holds as of the close of each
month.
Cash and Cash
Equivalents
Cash
equivalents are highly liquid investments with maturity dates
of 90 days or less when acquired. The Fund reported its cash
equivalents in the statements of assets and liabilities at market
value, or at carrying amounts that approximate fair value, because
of their highly liquid nature and shortterm maturities.
The Fund has these balances of its cash equivalents on deposit with
banks. The Fund had a balance of $137 and $170 in money market
funds at June 30, 2018 and December 31, 2017, respectively. These
balances are included in cash and cash equivalents on the
statements of assets and liabilities. Effective in the second
quarter 2015, the Sponsor invested a portion of the available cash
for the Fund in alternative demand-deposit savings accounts,
which is classified as cash and not as a cash equivalent. The Fund
had a balance of $34,417,088 and $38,174,688 in demand
deposit savings accounts on June 30, 2018 and December 31,
2017 respectively. 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. These balances are included in cash and cash
equivalents on the statements of assets and liabilities. The Fund
had a balance of $34,895,355 and $24,964,873 in commercial paper
contracts on June 30, 2018 and December 31, 2017, respectively. The
above changes resulted in a reduction from the same period in 2017
in the balance held in money market funds and demand deposit
savings accounts, respectively. As of December 31, 2017, the
balance for restricted cash held in custody at the Bank of New York
Mellon was $0.
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.
|
35
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 certain 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 certain aspects of
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
certain accounting and financial reporting, regulatory compliance,
and trading activities that are directly attributable to the Fund.
Such expenses are primarily recorded in distribution and marketing
fees on the statements of operations. For the three months ended
June 30, 2018 and 2017, such expenses were $181,538 and $205,618
respectively; of these expenses $48,225 in 2018 and $95,746 in 2017
were waived by the Sponsor. All asset-based fees and expenses for
the Funds are calculated on the prior day’s net
assets.
For the six months
ended June 30, 2018 and 2017, such expenses were $555,526 and
$626,190 respectively; of these expenses $70,829 in 2018 and
$95,746 in 2017 were waived by the Sponsor. All asset-based fees
and expenses for the Funds are calculated on the prior day’s
net assets.
For
the three months ended June 30, 2018, there were $98,041 of
expenses that were included in the statements of operations
of the
Fund as expenses that were waived by the Sponsor. For the three
months ended June 30, 2017, there were $133,820 of expenses
that were included in the statements of operations of the Fund as
expenses that were waived by the Sponsor. The Sponsor has
determined that there would be no recovery sought for these amounts
in any future period.
For
the six months ended June 30, 2018, there were $138,723 of expenses
that were included in the statements of operations
of the
Fund as expenses that were waived by the Sponsor. For the six
months ended June 30, 2017, there were $168,820 of expenses
that were included in the statements of operations of the Fund as
expenses that were waived by the Sponsor. The Sponsor has
determined that there would be no recovery sought for these amounts
in any future period.
36
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.
37
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
June 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.
For
the six months ended June 30, 2018 and for the year ended December
31, 2017, the Fund did not have any 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”) 2018-05,
“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 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
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 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 businesses 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
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 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
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
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, 2018.
The adoption did not have a material impact on
the financial statements and disclosures of 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
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
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
Fund.
39
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 June 30, 2018 and
December 31, 2017:
June 30,
2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of June 30, 2018
|
Cash
Equivalents
|
$34,895,492
|
$-
|
$-
|
$34,895,492
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of June 30, 2018
|
Corn Futures
Contracts
|
$6,650,900
|
$-
|
$-
|
$6,650,900
|
December 31,
2017
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of December 31, 2017
|
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, 2017
|
Corn Futures
Contracts
|
$1,962,050
|
$-
|
$-
|
$1,962,050
|
For
the six months ended June 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 three
and six months ended June 30, 2018 and 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 combined
statements of assets and liabilities to enable users of these
financial statements to evaluate the effect or potential effect of
netting arrangements for recognized assets and liabilities. The
provisions of Accounting Standards Codification 210-20, Balance
Sheet - Offsetting were adopted and are recognized in the tables
below.
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
June 30, 2018 and December 31, 2017.
40
Offsetting of
Financial Liabilities and Derivative Liabilities as of June 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 to
Broker
|
Net
Amount
|
Commodity
Price
|
|
|
|
|
|
|
Corn Futures
Contracts
|
$6,650,900
|
$-
|
$6,650,900
|
$-
|
$6,650,900
|
$-
|
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
|
$-
|
$-
|
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
|
$-
|
41
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 June 30, 2018
|
Realized Gain on
|
Net Change in Unrealized
Depreciation
|
Primary Underlying
Risk
|
Commodity Futures
Contracts
|
on Commodity
Futures Contracts
|
Commodity Price
|
|
|
Corn futures
contracts
|
$1,931,575
|
$(8,790,088)
|
Three months
ended June 30, 2017
|
Realized Loss
on
|
Net Change in Unrealized
Appreciation
|
Primary Underlying
Risk
|
Commodity Futures
Contracts
|
on Commodity Futures
Contracts
|
Commodity Price
|
|
|
Corn futures
contracts
|
$(727,988)
|
$1,454,725
|
Six months ended June 30, 2018
|
Realized
Gain on
|
Net
Change in unrealized Depreciation
|
Primary
Underlying Risk
|
Commodity
Futures Contracts
|
on
Commodity Futures Contracts
|
Commodity
Price
|
|
|
Corn Futures
contracts
|
$3,170,538
|
$(4,809,338)
|
Six months ended June 30,
2017
|
Realized
Loss on
|
Net
Change in unrealized Appreciation
|
Primary
Underlying Risk
|
Commodity
Futures Contracts
|
on
Commodity Futures Contracts
|
Commodity
Price
|
|
|
Corn Futures
contracts
|
$(447,212)
|
$2,394,975
|
42
Volume of Derivative
Activities
The
average notional market value categorized by primary
underlying risk for the futures contracts held was $76.7 million
and $73.3 million for the three and six months ended June 30, 2018
and $67.0 million and $68.8 million for the three and six months
ended June 30, 2017, respectively.
Note 6 – Financial
Highlights
The
following tables present per unit performance data and other
supplemental financial data for the three and six months ended June
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
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
June 30,
2018
|
June 30,
2017
|
Per
Share Operation Performance
|
|
|
|
|
Net asset value at
beginning of period
|
$17.99
|
$19.01
|
$16.75
|
$18.77
|
Income (loss) from
investment operations:
|
|
|
|
|
Investment
income
|
0.09
|
0.05
|
0.16
|
0.09
|
Net realized and unrealized
(loss) gain on commodity futures contracts
|
(1.50)
|
0.21
|
(0.17)
|
0.59
|
Total expenses,
net
|
(0.15)
|
(0.18)
|
(0.31)
|
(0.36)
|
Net (decrease) increase in
net asset value
|
(1.56)
|
0.08
|
(0.32)
|
0.32
|
Net asset value at end of
period
|
$16.43
|
$19.09
|
$16.43
|
$19.09
|
Total
Return
|
(8.67)%
|
0.42%
|
(1.91)%
|
1.70%
|
Ratios
to Average Net Assets (Annualized)
|
|
|
|
|
Total
expenses
|
3.95%
|
4.54%
|
3.95%
|
4.26%
|
Total expenses,
net
|
3.43%
|
3.75%
|
3.56%
|
3.78%
|
Net investment
loss
|
(1.37)%
|
(2.65)%
|
(1.67)%
|
(2.83)%
|
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
43
TEUCRIUM SOYBEAN
FUND
|
June 30,
2018
|
December
31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash and cash
equivalents
|
$16,433,335
|
$9,942,185
|
Interest
receivable
|
-
|
22
|
Other
assets
|
17,953
|
1,839
|
Equity in trading
accounts:
|
|
|
Due from
broker
|
2,625,714
|
789,636
|
Total
assets
|
19,077,002
|
10,733,682
|
|
|
|
Liabilities
|
|
|
Management fee payable to
Sponsor
|
13,018
|
12,111
|
Other
liabilities
|
12,626
|
9,483
|
Equity in trading
accounts:
|
|
|
Commodity
futures contracts
|
2,022,063
|
448,063
|
Total
liabilities
|
2,047,707
|
469,657
|
|
|
|
Net
assets
|
$17,029,295
|
$10,264,025
|
|
|
|
Shares
outstanding
|
1,050,004
|
575,004
|
|
|
|
Net
asset value per share
|
$16.22
|
$17.85
|
|
|
|
Market
value per share
|
$16.24
|
$17.88
|
The accompanying
notes are an integral part of these financial
statements.
44
TEUCRIUM SOYBEAN
FUND
June
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
$178)
|
$178
|
0.00%
|
178
|
|
|
|
|
|
|
|
Principal
Amount
|
Commercial
Paper
|
|
|
|
Spectra Energy Partners, LP
2.37% (cost: $2,492,656 due 8/09/2018)
|
$2,493,635
|
14.64%
|
2,500,000
|
WGL Holdings, Inc. 2.40%
(cost: $2,487,770 due 8/07/2018)
|
2,493,885
|
14.65
|
2,500,000
|
Total Commercial Paper
(cost: $4,980,426)
|
4,987,520
|
29.29
|
|
Total Cash
Equivalents
|
$4,987,698
|
29.29%
|
|
|
|
|
|
|
|
Percentage
of
|
Notional
Amount
|
Description:
Liabilities
|
Fair
Value
|
Net
Assets
|
(Long
Exposure)
|
|
|
|
|
Commodity
futures contracts
|
|
|
|
United States soybean
futures contracts
|
|
|
|
CBOT soybean futures NOV18
(135 contracts)
|
$752,500
|
4.42%
|
$5,940,000
|
CBOT soybean futures JAN19
(115 contacts)
|
701,425
|
4.12
|
5,111,750
|
CBOT soybean futures NOV19
(133 contracts)
|
568,138
|
3.34
|
5,993,313
|
Total commodity futures
contracts
|
$2,022,063
|
11.88%
|
$17,045,063
|
The accompanying
notes are an integral part of these financial
statements.
45
TEUCRIUM SOYBEAN
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
|
|
|
|
|
|
|
|
|
|
|
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.
46
TEUCRIUM SOYBEAN
FUND
(Unaudited)
|
Three
months ended
|
Three
months ended
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
June 30,
2018
|
June 30,
2017
|
Income
|
|
|
|
|
Realized and
unrealized (loss) gain on trading of commodity futures
contracts:
|
|
|
|
|
Realized
(loss) gain on commodity futures contracts
|
$(2,413)
|
$(311,413)
|
$(80,012)
|
$31,500
|
Net
change in unrealized (depreciation)
or appreciation on commodity futures
contracts
|
(2,456,537)
|
378,988
|
(1,574,000)
|
(452,163)
|
Interest
income
|
80,841
|
31,405
|
130,656
|
57,169
|
Total
(loss) income
|
(2,378,109)
|
98,980
|
(1,523,356)
|
(363,494)
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management
fees
|
40,572
|
28,996
|
70,757
|
60,225
|
Professional
fees
|
64,595
|
29,731
|
95,702
|
66,749
|
Distribution
and marketing fees
|
100,905
|
40,549
|
219,831
|
80,197
|
Custodian
fees and expenses
|
9,737
|
4,839
|
21,236
|
10,570
|
Business
permits and licenses fees
|
6,758
|
4,889
|
16,846
|
9,536
|
General
and administrative expenses
|
10,706
|
5,846
|
17,588
|
10,840
|
Brokerage
commissions
|
3,100
|
1,740
|
5,638
|
3,399
|
Other
expenses
|
3,910
|
1,861
|
8,535
|
3,735
|
Total
expenses
|
240,283
|
118,451
|
456,133
|
245,251
|
|
|
|
|
|
Expenses waived by the
Sponsor
|
(84,485)
|
(12,109)
|
(184,427)
|
(27,109)
|
|
|
|
|
|
Total
expenses, net
|
155,798
|
106,342
|
271,706
|
218,142
|
|
|
|
|
|
Net
loss
|
$(2,533,907)
|
$(7,362)
|
$(1,795,062)
|
$(581,636)
|
|
|
|
|
|
Net loss per
share
|
$(2.82)
|
$(0.01)
|
$(1.63)
|
$(0.98)
|
Net loss per weighted
average share
|
$(2.85)
|
$(0.01)
|
$(2.32)
|
$(0.90)
|
Weighted average shares
outstanding
|
888,740
|
647,257
|
774,452
|
649,452
|
The accompanying
notes are an integral part of these financial
statements.
47
TEUCRIUM SOYBEAN
FUND
(Unaudited)
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
Operations
|
|
|
Net
loss
|
$(1,795,062)
|
$(581,636)
|
Capital
transactions
|
|
|
Issuance of
Shares
|
9,873,695
|
1,399,787
|
Redemption of
Shares
|
(1,313,363)
|
(1,937,740)
|
Total capital
transactions
|
8,560,332
|
(537,953)
|
Net change in net
assets
|
6,765,270
|
(1,119,589)
|
|
|
|
Net
assets, beginning of period
|
$10,264,025
|
$12,882,100
|
|
|
|
Net
assets, end of period
|
$17,029,295
|
$11,762,511
|
|
|
|
Net
asset value per share at beginning of period
|
$17.85
|
$19.08
|
|
|
|
Net
asset value per share at end of period
|
$16.22
|
$18.10
|
|
|
|
Creation of
Shares
|
550,000
|
75,000
|
Redemption of
Shares
|
75,000
|
100,000
|
The accompanying
notes are an integral part of these financial
statements.
48
TEUCRIUM SOYBEAN
FUND
(Unaudited)
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
Cash
flows from operating activities:
|
|
|
Net
loss
|
$(1,795,062)
|
$(581,636)
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
Net
change in unrealized depreciation on commodity futures
contracts
|
1,574,000
|
452,163
|
Changes
in operating assets and liabilities:
|
|
|
Due from
broker
|
(1,836,078)
|
(801,387)
|
Interest
receivable
|
22
|
(52)
|
Other
assets
|
(16,114)
|
(37,893)
|
Management fee
payable to Sponsor
|
907
|
(2,441)
|
Other
liabilities
|
3,143
|
(4,123)
|
Net cash
used in operating activities
|
(2,069,182)
|
(975,369)
|
|
|
|
Cash
flows from financing activities:
|
|
|
Proceeds from
sale of Shares
|
9,873,695
|
1,399,787
|
Redemption of
Shares
|
(1,313,363)
|
(1,937,740)
|
Net cash
provided by (used in) financing activities
|
8,560,332
|
(537,953)
|
|
|
|
Net
change in cash, cash equivalents, and restricted
cash
|
6,491,150
|
(1,513,322)
|
Cash,
cash equivalents, and restricted cash beginning of
period
|
9,942,185
|
12,377,999
|
Cash,
cash equivalents, and restricted cash end of
period
|
$16,433,335
|
$10,864,677
|
The accompanying
notes are an integral part of these financial
statements.
49
June 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.
50
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 six months ended June 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.
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
Fund. 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 777 East
Wisconsin Avenue, 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. For the three months ended June 30, 2018 and 2017, the
Fund recognized $9,737 and $4,839, respectively, for these
services, which is recorded in custodian fees and expenses on the
statements of operations; of these expenses, $4,038 in 2018 and $0
in 2017 were waived by the Sponsor. For the six months
ended June 30, 2018 and 2017, the Fund recognized $21,236 and
$10,570, respectively, for these services, which is recorded in
custodian fees and expenses on the statements of operations; of
these expenses, $11,736 in 2018 and $0 in 2017 were waived by the
Sponsor.
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. For the
three months ended June 30, 2018 and 2017, the Fund recognized
$5,580 and $2,698, respectively, for these services, which is
recorded in distribution and marketing fees on the statements of
operations; of these expenses, $438 in 2018 and $773 in 2017 were
waived by the Sponsor. For the six
months ended June 30, 2018 and 2017, the Fund recognized $11,834
and $6,806, respectively, for these services, which is recorded in
distribution and marketing fees on the statements of operations; of
these expenses, $4,533 in 2018 and $773 in 2017 were waived by the
Sponsor.
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. For
the three months ended June 30, 2018 and 2017, the Fund recognized
$3,100 and $1,740, respectively, for these services, which is
recorded in brokerage commissions on the statements of operations
and paid for by the Fund. For the six months
ended June 30, 2018 and 2017, the Fund recognized $5,638 and
$3,399, respectively, for these services, which is recorded in
brokerage commissions on the statements of operations and paid for
by the Fund.
The
sole Trustee of the Trust is Wilmington Trust Company, a Delaware
banking corporation. The Trustee will accept service of legal
process on the Trust in the State of Delaware and will make certain
filings under the Delaware Statutory Trust Act. For its
services, the Trustee receives an annual fee of $3,300 from
the Trust. For the three and six months ended June 30, 2018
and 2017, the Fund did not recognize any expense for these
services. This expense is recorded in business permits and licenses
fees on the statements of operations.
Note 3 – Summary of Significant
Accounting Policies
Basis of
Presentation
The
accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) as detailed in the Financial
Accounting Standards Board’s Accounting Standards
Codification.
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.
51
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 U.S. federal 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 June 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 for the three and six months ended
June 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.
52
Creations and
Redemptions
Authorized Purchasers may purchase Creation
Baskets consisting of 25,000 shares from the Fund. The amount of
the proceeds required to purchase a Creation Basket will be equal
to the NAV of the shares in the Creation Basket determined as of
4:00 p.m. New York time on the day the order to create the basket
is properly received.
Authorized Purchasers may redeem shares from the
Fund only in blocks of 25,000 shares called “Redemption
Baskets.” The amount of the redemption proceeds for a
Redemption Basket will be equal to the NAV of the shares in the
Redemption Basket determined as of 4:00 p.m. New York time on the
day the order to redeem the basket is properly
received.
The
Fund receives or pays the proceeds from shares sold or redeemed
within three business days after the trade date of the purchase or
redemption. The amounts due from Authorized Purchasers are
reflected in the Fund’s statements of assets and liabilities
as receivable for shares sold. Amounts payable to Authorized
Purchasers upon redemption are reflected in the Fund’s
statements of assets and liabilities as payable for shares
redeemed.
As
outlined in the most recent Form S-1 filing, 50,000 shares
represents two Redemption Baskets for the Fund and a minimum level
of shares.
Allocation of Shareholder Income and
Losses
Profit or loss is allocated among the
shareholders of the Fund in proportion to the number of shares each
shareholder holds as of the close of each
month.
Cash, Cash Equivalents, and Restricted
Cash
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 cash equivalents on
deposit with banks. The Fund had a balance of $178 and $100 in
money market funds at June 30, 2018 and December 31, 2017,
respectively. These balances are included in cash and cash
equivalents on the statements of assets and liabilities. Effective
in the second quarter 2015, the Sponsor invested a portion of the
available cash for the Fund in alternative demand deposit
savings accounts, which is classified as cash and not as a cash
equivalent. The Fund had a balance of $11,445,675 and $9,942,111 in
demand deposit savings accounts as of June 30, 2018 and
December 31, 2017. This change resulted in a reduction in the
balance held in money market funds. Assets deposited with the bank
may, at times, exceed federally insured limits. Effective in the
first quarter 2018, the Sponsor invested a portion of the available
cash for the Funds in investment grade commercial paper with
durations of 45 days or less, which is classified as a cash
equivalent and is not FDIC insured. These balances are included in
cash and cash equivalents on the statements of assets and
liabilities. The Fund had a balance of $4,987,520 in commercial
paper contracts on June 30, 2018. The above changes resulted in a
reduction from the same period in 2017 in the balance held in money
market funds and demand deposit savings accounts,
respectively.
53
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.
|
June 30, 2018
|
June 30, 2017
|
December
31, 2017
|
Cash and cash
equivalents
|
$16,433,335
|
$10,829,061
|
$9,942,185
|
Restricted cash
|
-
|
35,616
|
-
|
Total cash, cash equivalents, and restricted
cash shown in the statements of cash
flows
|
$16,433,335
|
$10,864,677
|
$9,942,185
|
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.
54
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 certain
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 certain aspects of 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
certain accounting and financial reporting, regulatory compliance,
and trading activities that are directly attributable to the Fund.
Such expenses are primarily recorded in distribution and marketing
fees on the statements of operations. For the three months ended
June 30, 2018 and 2017, such expenses were $67,716 and $29,420
respectively; of these expenses, $30,681 in 2018 and $8,841 in 2017
were waived by the Sponsor. All asset-based fees and expenses for
the Funds are calculated on the prior day’s net
assets.
For the six months
ended June 30, 2018 and 2017, such expenses were $194,552 and
$95,404 respectively; of these expenses, $89,494 in 2018 and $8,841
in 2017 were waived by the Sponsor. All asset-based fees and
expenses for the Funds are calculated on the prior day’s net
assets.
For the three
months ended June 30, 2018, there were $84,485 of expenses that
were identified in the statements of operations of the Fund as
expenses that were waived by the Sponsor. For the three
months ended June 30, 2017, there were $12,109 of expenses that
were in the statements of operations of the Fund as expenses that
were waived by the Sponsor. The Sponsor has determined that there
would be no recovery sought for these amounts in any future
period.
For the six months ended June 30, 2018, there
were $184,427 of expenses that were identified in the statements of
operations of the Fund as expenses that were waived by the
Sponsor. For the six months ended June 30, 2017, there were
$27,109 of expenses that were in the statements of operations of
the Fund as expenses that were waived by the Sponsor. The Sponsor
has determined that there would be no recovery sought for these
amounts in any future period.
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.
55
Fair Value - Definition and
Hierarchy
In
accordance with U.S. GAAP, fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability
(i.e., the “exit price”) in an orderly transaction
between market participants at the measurement
date.
In
determining fair value, the Fund uses various valuation approaches.
In accordance with U.S. GAAP, a fair value hierarchy for inputs is
used in measuring fair value that maximizes the use of observable
inputs and minimizes the use of unobservable inputs by requiring
that the most observable inputs be used when available. Observable
inputs are those that market participants would use in pricing the
asset or liability based on market data obtained from sources
independent of the Fund. Unobservable inputs reflect the
Fund’s assumptions about the inputs market participants would
use in pricing the asset or liability developed based on the best
information available in the circumstances. The fair value
hierarchy is categorized into three levels based on the inputs as
follows:
Level 1 -
Valuations based on unadjusted quoted prices in active markets for
identical assets or liabilities that the Fund has the ability to
access. Valuation adjustments and block discounts are not applied
to Level 1 financial instruments. Since valuations are based on
quoted prices that are readily and regularly available in an active
market, valuation of these financial instruments does not
entail a significant degree of judgment.
Level 2 -
Valuations based on quoted prices in markets that are not active or
for which all significant inputs are observable, either directly or
indirectly.
Level 3 -
Valuations based on inputs that are unobservable and significant to
the overall fair value measurement.
The
availability of valuation techniques and observable inputs can vary
from financial instrument to financial
instrument and is affected by a wide variety of factors
including, the type of financial instrument, whether
the financial instrument is new and not yet established
in the marketplace, and other characteristics particular to the
transaction. To the extent that valuation is based on models or
inputs that are less observable or unobservable in the market, the
determination of fair value requires more judgment. Those estimated
values do not necessarily represent the amounts that may be
ultimately realized due to the occurrence of future circumstances
that cannot be reasonably determined. Because of the inherent
uncertainty of valuation, those estimated values may be materially
higher or lower than the values that would have been used had a
ready market for the financial instruments existed.
Accordingly, the degree of judgment exercised by the Fund in
determining fair value is greatest for financial
instruments categorized in Level 3. In certain cases, the
inputs used to measure fair value may fall into different levels of
the fair value hierarchy. In such cases, for disclosure purposes,
the level in the fair value hierarchy, within which the fair value
measurement in its entirety falls, is determined based on the
lowest level input that is significant to the fair value
measurement.
Fair
value is a market-based measure considered from the perspective of
a market participant rather than an entity-specific measure.
Therefore, even when market assumptions are not readily available,
the Fund’s own assumptions are set to reflect those that
market participants would use in pricing the asset or liability at
the measurement date. The Fund uses prices and inputs that are
current as of the measurement date, including periods of market
dislocation. In periods of market dislocation, the observability of
prices and inputs may be reduced for many financial instruments.
This condition could cause a financial instrument to be
reclassified to a lower level within the fair value hierarchy. When
such a situation exists on a quarter close, the Sponsor will
calculate the NAV on a particular day using the Level 1 valuation,
but will later recalculate the NAV for the impacted Fund based upon
the valuation inputs from these alternative verifiable sources
(Level 2 or Level 3) and will report such NAV in its applicable
financial statements and reports.
On
June 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 six months ended June 30, 2018 and for the year ended December
31, 2017, the Fund did not have any transfers between any of the
levels of the fair value hierarchy.
The
Fund records its derivative activities at fair value. Gains and
losses from derivative contracts are included in the statements of
operations. Derivative contracts include futures contracts related
to commodity prices. Futures, which are listed on a national
securities exchange, such as the CBOT and the ICE, or reported on
another national market, are generally categorized in Level 1 of
the fair value hierarchy. OTC derivatives contracts (such as
forward and swap contracts) which may be valued using models,
depending on whether significant inputs are observable or
unobservable, are categorized in Levels 2 or 3 of the fair value
hierarchy.
Expenses
Expenses are recorded using the accrual method of
accounting.
Net Income (Loss)
per Share
Net
income (loss) per Share is the difference between the NAV per unit
at the beginning of each period and at the end of each period. The
weighted average number of Shares outstanding was computed for
purposes of disclosing net income (loss) per weighted average
Share. The weighted average Shares are equal to the number of
Shares outstanding at the end of the period, adjusted
proportionately for Shares created or redeemed based on the amount
of time the Shares were outstanding during such
period.
New Accounting
Pronouncements
The
Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 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 Fund.
56
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
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 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 businesses 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 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 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 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 Fund.
57
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, 2018.
The adoption did not have a material impact on
the financial statements and disclosures of 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 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 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
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 June 30, 2018 and December 31,
2017:
June 30,
2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of June 30, 2018
|
Cash
Equivalents
|
$4,987,698
|
$-
|
$-
|
$4,987,698
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of June 30, 2018
|
Soybean Futures
Contracts
|
$2,022,063
|
$-
|
$-
|
$2,022,063
|
December 31,
2017
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of December 31, 2017
|
Cash
Equivalents
|
$100
|
$-
|
$-
|
$100
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of December 31, 2017
|
Soybean Futures
Contracts
|
$448,063
|
$-
|
$-
|
$448,063
|
For
the three and six months ended June 30, 2018 and year ended
December 31, 2017, the Fund did not have any 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.
58
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 three
and six months ended June 30, 2018 and 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 combined
statements of assets and liabilities to enable users of these
financial statements to evaluate the effect or potential effect of
netting arrangements for recognized assets and liabilities. The
provisions of Accounting Standards Codification 210-20, Balance
Sheet - Offsetting were adopted and are recognized in the tables
below.
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 June 30,
2018 and December 31, 2017.
Offsetting of
Financial Liabilities and Derivative Liabilities as of June 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
|
$2,022,063
|
$-
|
$2,022,063
|
$-
|
$2,022,063
|
$-
|
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
|
|
|
|
|
|
|
Soybeans Futures
Contracts
|
$448,063
|
$-
|
$448,063
|
$-
|
$448,063
|
$-
|
59
The
following is a summary of realized and unrealized gains and losses
of the derivative instruments utilized by the
Fund:
Three months
ended June 30, 2018
|
Realized
Loss on
|
Net
Change in unrealized Depreciation
|
Primary
Underlying Risk
|
Commodity
Futures Contracts
|
on
Commodity Futures Contracts
|
Commodity
Price
|
|
|
Soybean Futures
contracts
|
$(2,413)
|
$(2,456,537)
|
Three months
ended June 30, 2017
|
Realized
Loss on
|
Net
Change in unrealized Appreciation
|
Primary
Underlying Risk
|
Commodity
Futures Contracts
|
on
Commodity Futures Contracts
|
Commodity
Price
|
|
|
Soybean Futures
contracts
|
$(311,413)
|
$378,988
|
Six months ended
June 30, 2018
|
Realized
Loss on
|
Net
Change in unrealized Depreciation
|
Primary
Underlying Risk
|
Commodity
Futures Contracts
|
on
Commodity Futures Contracts
|
Commodity
Price
|
|
|
Soybean Futures
contracts
|
$(80,012)
|
$(1,574,000)
|
Six months ended
June 30, 2017
|
Realized
Gain on
|
Net
Change in unrealized Depreciation
|
Primary
Underlying Risk
|
Commodity
Futures Contracts
|
on
Commodity Futures Contracts
|
Commodity
Price
|
|
|
Soybean Futures
contracts
|
$31,500
|
$(452,163)
|
Volume of Derivative
Activities
The
average notional market value categorized by primary underlying
risk for all futures contracts held was $17.0 million and $15.1
million for the three and six months ended June 30, 2018 and $11.6
million and $11.8 million for the three and six months ended June
30, 2017.
Note 6 – Financial
Highlights
The
following tables present per unit performance data and other
supplemental financial data for the three and six months ended June
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
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
June 30,
2018
|
June 30,
2017
|
Per Share Operation
Performance
|
|
|
|
|
Net asset value at
beginning of period
|
$19.04
|
$18.11
|
$17.85
|
$19.08
|
Income (loss)
from investment operations:
|
|
|
|
|
Investment
income
|
0.09
|
0.05
|
0.17
|
0.09
|
Net realized and
unrealized (loss) gain on
commodity futures contracts
|
(2.74)
|
0.10
|
(1.45)
|
(0.73)
|
Total expenses,
net
|
(0.17)
|
(0.16)
|
(0.35)
|
(0.34)
|
Net decrease in net asset
value
|
(2.82)
|
(0.01)
|
(1.63)
|
(0.98)
|
Net asset value at end of
period
|
$16.22
|
$18.10
|
$16.22
|
$18.10
|
Total
Return
|
(14.81)%
|
(0.06)%
|
(9.13)%
|
(5.14)%
|
Ratios
to Average Net Assets (Annualized)
|
|
|
|
|
Total
expenses
|
5.92%
|
4.09%
|
6.45%
|
4.07%
|
Total expenses,
net
|
3.84%
|
3.67%
|
3.84%
|
3.62%
|
Net investment
loss
|
(1.85)%
|
(2.58)%
|
(1.99)%
|
(2.67)%
|
The
financial highlights per share data is 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 June 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:
The total net
assets of the Fund increased by $13,515,246 or 79% for the period
from June 30, 2018 through August 7, 2018. This was driven by a 74%
increase in the shares outstanding and an 3% increase in the net
asset value per share.
60
STATEMENTS OF
ASSETS AND LIABILITIES
|
June 30,
2018
|
December
31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash and cash
equivalents
|
$13,738,707
|
$5,929,275
|
Interest
receivable
|
-
|
47
|
Other
assets
|
14,447
|
276
|
Equity in trading
accounts:
|
|
|
Commodity
futures contracts
|
25,592
|
184,319
|
Due from
broker
|
1,620,181
|
327,885
|
Total
equity in trading accounts
|
1,645,773
|
512,204
|
Total
assets
|
15,398,927
|
6,441,802
|
|
|
|
Liabilities
|
|
|
Management fee payable to
Sponsor
|
12,307
|
5,632
|
Other
liabilities
|
18,159
|
5,327
|
Equity in trading
accounts:
|
|
|
Commodity
futures contracts
|
516,869
|
67,133
|
Total
liabilities
|
547,335
|
78,092
|
|
|
|
Net
assets
|
$14,851,592
|
$6,363,710
|
|
|
|
Shares
outstanding
|
1,950,004
|
650,004
|
|
|
|
Net
asset value per share
|
$7.62
|
$9.79
|
|
|
|
Market
value per share
|
$7.58
|
$9.78
|
The accompanying
notes are an integral part of these financial
statements.
61
TEUCRIUM SUGAR
FUND
June
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
$113)
|
$113
|
0.00%
|
113
|
|
|
|
|
|
|
|
Principal
Amount
|
Commercial
Paper
|
|
|
|
Spectra Energy Partners, LP
2.37% (cost: $4,985,313 due 8/9/2018)
|
$4,987,271
|
33.58%
|
5,000,000
|
Total Cash
Equivalents
|
$4,987,384
|
33.58%
|
|
|
|
|
|
|
|
|
Notional
Amount
|
|
|
|
(Long
Exposure)
|
Commodity
futures contracts
|
|
|
|
United States sugar futures
contracts
|
|
|
|
ICE sugar futures MAY19
(305 contracts)
|
$25,592
|
0.17%
|
$4,454,464
|
|
|
|
|
|
|
Percentage
of
|
Notional
Amount
|
Description:
Liabilities
|
Fair
Value
|
Net
Assets
|
(Long
Exposure)
|
|
|
|
|
Commodity
futures contracts
|
|
|
|
United States sugar futures
contracts
|
|
|
|
ICE sugar futures MAR19
(357 contracts)
|
$397,678
|
2.68%
|
$5,177,928
|
ICE sugar futures MAR20
(338 contracts)
|
119,191
|
0.80
|
5,231,699
|
Total commodity futures
contracts
|
$516,869
|
3.48%
|
$10,409,627
|
The accompanying
notes are an integral part of these financial
statements.
62
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.
63
TEUCRIUM SUGAR
FUND
(Unaudited)
|
Three
months ended
|
Three
months ended
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
June 30,
2018
|
June 30,
2017
|
Income
|
|
|
|
|
Realized and unrealized
gain (loss) on trading of commodity futures
contracts:
|
|
|
|
|
Realized
loss on commodity futures contracts
|
$(1,028,754)
|
$(1,381,867)
|
$(1,297,867)
|
$(1,588,115)
|
Net
change in unrealized appreciation or
(depreciation) on
commodity futures contracts
|
278,275
|
(214,032)
|
(608,462)
|
(590,957)
|
Interest
income
|
60,762
|
19,921
|
88,679
|
30,851
|
Total
loss
|
(689,717)
|
(1,575,978)
|
(1,817,650)
|
(2,148,221)
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management
fees
|
31,337
|
18,985
|
48,847
|
32,938
|
Professional
fees
|
54,713
|
10,658
|
81,215
|
22,402
|
Distribution
and marketing fees
|
66,683
|
29,954
|
131,876
|
46,198
|
Custodian
fees and expenses
|
10,754
|
4,097
|
17,945
|
6,391
|
Business
permits and licenses fees
|
3,299
|
5,766
|
19,546
|
7,891
|
General
and administrative expenses
|
7,618
|
6,205
|
11,742
|
7,250
|
Brokerage
commissions
|
4,464
|
2,176
|
6,633
|
3,851
|
Other
expenses
|
3,289
|
1,159
|
6,328
|
1,715
|
Total
expenses
|
182,157
|
79,000
|
324,132
|
128,636
|
|
|
|
|
|
Expenses waived by the
Sponsor
|
(66,209)
|
(25,286)
|
(146,899)
|
(38,364)
|
|
|
|
|
|
Total
expenses, net
|
115,948
|
53,714
|
177,233
|
90,272
|
|
|
|
|
|
Net
loss
|
$(805,665)
|
$(1,629,692)
|
$(1,994,883)
|
$(2,238,493)
|
|
|
|
|
|
Net loss per
share
|
$(0.67)
|
$(2.15)
|
$(2.17)
|
$(3.33)
|
Net loss per weighted
average share
|
$(0.50)
|
$(2.26)
|
$(1.65)
|
$(3.91)
|
Weighted average shares
outstanding
|
1,623,905
|
719,784
|
1,212,435
|
572,932
|
The accompanying
notes are an integral part of these financial
statements.
64
TEUCRIUM SUGAR
FUND
(Unaudited)
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
Operations
|
|
|
Net
loss
|
$(1,994,883)
|
$(2,238,493)
|
Capital
transactions
|
|
|
Issuance of
Shares
|
11,064,135
|
7,288,053
|
Redemption of
Shares
|
(581,370)
|
(2,371,120)
|
Total capital
transactions
|
10,482,765
|
4,916,933
|
Net change in net
assets
|
8,487,882
|
2,678,440
|
|
|
|
Net
assets, beginning of period
|
$6,363,710
|
$5,513,971
|
|
|
|
Net
assets, end of period
|
$14,851,592
|
$8,192,411
|
|
|
|
Net
asset value per share at beginning of period
|
$9.79
|
$12.97
|
|
|
|
Net
asset value per share at end of period
|
$7.62
|
$9.64
|
|
|
|
Creation of
Shares
|
1,375,000
|
625,000
|
Redemption of
Shares
|
75,000
|
200,000
|
The accompanying
notes are an integral part of these financial
statements.
65
TEUCRIUM SUGAR
FUND
(Unaudited)
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
Cash
flows from operating activities:
|
|
|
Net
loss
|
$(1,994,883)
|
$(2,238,493)
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
Net
change in unrealized depreciation on commodity futures
contracts
|
608,462
|
590,957
|
Changes
in operating assets and liabilities:
|
|
|
Due from
broker
|
(1,292,296)
|
(937,591)
|
Interest
receivable
|
47
|
(31)
|
Other
assets
|
(14,171)
|
(28,286)
|
Management fee
payable to Sponsor
|
6,675
|
6,433
|
Other
liabilities
|
12,833
|
-
|
Net cash
used in operating activities
|
(2,673,333)
|
(2,607,011)
|
|
|
|
Cash
flows from financing activities:
|
|
|
Proceeds from
sale of Shares
|
11,064,135
|
7,288,053
|
Redemption of
Shares
|
(581,370)
|
(2,371,120)
|
Net cash
provided by financing activities
|
10,482,765
|
4,916,933
|
|
|
|
Net
change in cash, cash equivalents, and restricted
cash
|
7,809,432
|
2,309,922
|
Cash,
cash equivalents, and restricted cash, beginning of
period
|
5,929,275
|
5,090,599
|
Cash,
cash equivalents, and restricted cash, end of
period
|
$13,738,707
|
$7,400,521
|
The accompanying
notes are an integral part of these financial
statements.
66
June 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 SOYB is to have the daily changes in
percentage terms of the Shares’ NAV reflect the daily changes
in percentage terms of a weighted average of the closing settlement
prices for three futures contracts for sugar (“Sugar Futures
Contracts”) that are traded on 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 six months ended June 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.
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
Fund. 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 assetbased 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. For the three months ended June 30, 2018 and 2017, the
Fund recognized $10,754 and $4,097, respectively, for these
services, which is recorded in custodian fees and expenses on the
statements of operations; of these expenses, $5,029 in 2018 and
$1,093 in 2017 were waived by the Sponsor.
For the six months
ended June 30, 2018 and 2017, the Fund recognized $17,945 and
$6,391, respectively, for these services, which is recorded in
custodian fees and expenses on the statements of operations; of
these expenses, $9,283 in 2018 and $2,186 in 2017 were waived by
the Sponsor.
67
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. For the
three months ended June 30, 2018 and 2017, the Fund recognized
$3,196 and $2,013, respectively, for these services, which was
recorded in distribution and marketing fees on the statements of
operations; of these expenses $1,317 in 2018 and $1,481 in 2017
were waived by the Sponsor. For the six months
ended June 30, 2018 and 2017, the Fund recognized $6,603 and
$3,883, respectively, for these services, which was recorded in
distribution and marketing fees on the statements of operations; of
these expenses $3,553 in 2018 and $1,915 in 2017 were waived by the
Sponsor.
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. For
the three months ended June 30, 2018 and 2017, the Fund recognized
$4,464 and $2,176, respectively, for these services, which was
recorded in brokerage commissions on the statements of operations
and paid for by the Fund. For the six months
ended June 30, 2018 and 2017, the Fund recognized $6,633 and
$3,851, respectively, for these services, which was recorded in
brokerage commissions on the statements of operations and paid for
by the Fund.
The
sole Trustee of the Trust is Wilmington Trust Company, a Delaware
banking corporation. The Trustee will accept service of legal
process on the Trust in the State of Delaware and will make certain
filings under the Delaware Statutory Trust Act. For its
services, the Trustee receives an annual fee of $3,300 from
the Trust. For the three and six months ended June 30, 2018 and
2017, the Fund did not recognize any expense for these services.
This expense is recorded in business permits and licenses fees on
the statements of operations.
Note 3 – Summary of Significant
Accounting Policies
Basis of
Presentation
The
accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) as detailed in the Financial
Accounting Standards Board’s Accounting Standards
Codification.
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 assets and liabilities as the
difference between the original contract amount and the fair market
value as of the last business day of the year or as of the last
date of the financial statements. Changes in the appreciation or
depreciation between periods are reflected in the statements of
operations. Interest on cash equivalents and deposits with the
Futures Commission Merchant are recognized on the accrual basis.
The Fund earns interest on its assets denominated in U.S. dollars
on deposit with the Futures Commission Merchant. In addition, the
Fund earns interest on funds held at the custodian at prevailing
market rates for such
investments.
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 U.S. federal 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 June 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.
68
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 six
months ended June 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.
The
Fund receives or pays the proceeds from shares sold or redeemed
within three business days after the trade date of the purchase or
redemption. The amounts due from Authorized Purchasers are
reflected in the Fund’s statements of assets and liabilities
as receivable for shares sold. Amounts payable to Authorized
Purchasers upon redemption are reflected in the Fund’s
statements of assets and liabilities as payable for shares
redeemed.
As
outlined in the most recent Form S-1 filing, 50,000 shares
represents two Redemption Baskets for the Fund and a minimum level
of shares.
Allocation of Shareholder Income and
Losses
Profit or loss is allocated among the
shareholders of the Fund in proportion to the number of shares each
shareholder holds as of the close of each
month.
Cash, Cash Equivalents, and Restricted
Cash
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 shortterm maturities.
The Fund has these balances of its cash equivalents on deposit with
banks. The Fund had a balance of $113 and $100 in money market
funds at June 30, 2018 and December 31, 2017, respectively. These
balances are included in cash and cash equivalents on the
statements of assets and liabilities. Effective in the second
quarter 2015, the Sponsor invested a portion of the available cash
for the Fund in alternative demand deposit savings accounts,
which is classified as cash and not as a cash equivalent. The Fund
had a balance of $8,751,348 and $5,929,221 in demand deposit
savings accounts as of June 30, 2018 and December 31, 2017,
respectively. This change resulted in a reduction in the balance
held in money market funds. Assets deposited with the bank may, at
times, exceed federally insured limits.
Effective in the first quarter 2018,
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. These balances are included in cash and cash equivalents
on the statements of assets and liabilities. The Fund had a balance
of $4,987,271 in commercial paper contracts on June 30, 2018. The
above changes resulted in a reduction from the same period in 2017
in the balance held in money market funds and demand deposit
savings accounts, respectively.
69
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.
|
June 30,
2018
|
June 30,
2017
|
December 31, 2017
|
Cash and cash
equivalents
|
$13,738,707
|
$7,367,453
|
$5,929,275
|
Restricted cash
|
-
|
33,068
|
-
|
Total cash, cash equivalents, and restricted
cash shown in the statements of cash
flows
|
$13,738,707
|
$7,400,521
|
$5,929,275
|
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.
70
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 certain
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 certain aspects of 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
certain accounting and financial reporting, regulatory compliance,
and trading activities that are directly attributable to the Fund.
For the three months ended June 30, the Fund recognized $39,570 in
2018 and $20,773 in 2017, respectively, such expenses, which are
primarily included as distribution and marketing fees on the
statements of operations; of these amounts, $13,061 in 2018 and
$10,381 in 2017 were waived by the Sponsor. All asset-based fees
and expenses for the Funds are calculated on the prior day’s
net assets.
For the six months
ended June 30, the Fund recognized $107,334 in 2018 and $49,374 in
2017, respectively, such expenses, which are primarily included as
distribution and marketing fees on the statements of operations; of
these amounts, $44,211 in 2018 and $12,947 in 2017 were waived by
the Sponsor. All asset-based fees and expenses for the Funds are
calculated on the prior day’s net
assets.
For the three and
six months ended June 30, 2018, there were $66,209 and $146,899,
respectively, of expenses that were identified in the statements of
operations of the Fund as expenses that were waived by the
Sponsor. The Sponsor has determined that there would be no
recovery sought for these amounts in any future
period.
For
the three and six months ended June 30, 2017, there were $25,286
and $38,364. respectively, of expenses that were identified in the
statements of operations of the Fund as expenses that were waived
by the Sponsor. The Sponsor has determined that there would be no
recovery sought for these amounts in any future
period.
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:
71
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
June 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 three and six months ended June 30, 2018 and year ended
December 31, 2017, the Fund did not have any 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”) 2018-05,
“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 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
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 Fund.
72
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 businesses 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 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 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 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 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, 2018.
The adoption did not have a material impact on
the financial statements and disclosures of the
Fund.
73
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 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 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
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 June 30, 2018 and December 31,
2017:
June 30,
2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of June 30, 2018
|
Cash
Equivalents
|
$4,987,384
|
$-
|
$-
|
$4,987,384
|
Sugar Futures
Contracts
|
25,592
|
-
|
-
|
25,592
|
Total
|
$5,012,976
|
$-
|
$-
|
$5,012,976
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of June 30, 2018
|
Sugar Futures
Contracts
|
$516,869
|
$-
|
$-
|
$516,869
|
December 31,
2017
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of December 31, 2017
|
Cash
Equivalents
|
$100
|
$-
|
$-
|
$100
|
Sugar Futures
Contracts
|
184,319
|
-
|
-
|
184,319
|
Total
|
$184,419
|
$-
|
$-
|
$184,419
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of December 31, 2017
|
Soybean Futures
Contracts
|
$67,133
|
$-
|
$-
|
$67,133
|
For
the three and six months ended June 30, 2018 and year ended
December 31, 2017, the Fund did not have any 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.
74
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 three
and six months ended June 30, 2018 and 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 combined statements of assets and
liabilities to enable users of these financial statements to
evaluate the effect or potential effect of netting arrangements for
recognized assets and liabilities. The provisions of Accounting
Standards Codification 210-20, Balance Sheet - Offsetting were
adopted and are recognized in the tables below.
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 June 30,
2018 and 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
|
$25,592
|
$-
|
$25,592
|
$25,592
|
$-
|
$-
|
Offsetting of
Financial Liabilities and Derivative Liabilities as of
June 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
|
$516,869
|
$-
|
$516,869
|
$25,592
|
$491,277
|
$-
|
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
|
75
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 June 30, 2018
Primary Underlying
Risk
|
|
Realized Loss on
Commodity Futures
Contracts
|
|
|
Net Change in Unrealized
Appreciation on
Commodity Futures Contracts |
|
||
Commodity price
|
|
|
|
|
|
|
||
Sugar futures
contracts
|
|
$
|
(1,028,754
|
)
|
|
$
|
278,275
|
|
Three months
ended June 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
|
|
$
|
(1,381,867
|
)
|
|
$
|
(214,032
|
)
|
76
Six months ended
June 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
|
|
$
|
(1,297,867
|
)
|
|
$
|
(608,462
|
)
|
Six months ended
June 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
|
|
$
|
(1,588,115
|
)
|
|
$
|
(590,957
|
)
|
Volume of Derivative
Activities
The
average notional market value categorized by primary underlying
risk for all futures contracts held was $13.7 million and $10.6
million for the three and six months ended June 30, 2018 and $8.2
million and $6.9 million for the three and six months ended June
30, 2017.
Note 6 – Financial
Highlights
The
following table presents per unit performance data and other
supplemental financial data for the three and six months ended June
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
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
June 30,
2018
|
June 30,
2017
|
Per
Share Operation Performance
|
|
|
|
|
Net asset value at
beginning of period
|
$8.29
|
$11.79
|
$9.79
|
$12.97
|
Gain (loss) from investment
operations:
|
|
|
|
|
Investment
income
|
0.04
|
0.03
|
0.07
|
0.05
|
Net realized and unrealized
loss on commodity futures contracts
|
(0.64)
|
(2.11)
|
(2.10)
|
(3.22)
|
Total expenses,
net
|
(0.07)
|
(0.07)
|
(0.14)
|
(0.16)
|
Net decrease in net asset
value
|
(0.67)
|
(2.15)
|
(2.17)
|
(3.33)
|
Net asset value at end of
period
|
$7.62
|
$9.64
|
$7.62
|
$9.64
|
Total
Return
|
(8.08)%
|
(18.24)%
|
(22.17)%
|
(25.67)%
|
Ratios to Average Net Assets (Annualized)
|
|
|
|
|
Total
expenses
|
5.81%
|
4.16%
|
6.64%
|
3.91%
|
Total expenses,
net
|
3.70%
|
2.83%
|
3.63%
|
2.74%
|
Net investment
loss
|
(1.76)%
|
(1.78)%
|
(1.81)%
|
(1.80)%
|
The
financial highlights per share data is 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 June 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.
77
TEUCRIUM WHEAT
FUND
|
June 30,
2018
|
December
31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash and cash
equivalents
|
$60,978,840
|
$58,932,231
|
Interest
receivable
|
-
|
111
|
Other
assets
|
72,589
|
1,861
|
Equity in trading
accounts:
|
|
|
Commodity
futures contracts
|
-
|
604,475
|
Due from
broker
|
8,505,633
|
5,166,254
|
Total
equity in trading accounts
|
8,505,633
|
5,770,729
|
Total
assets
|
69,557,062
|
64,704,932
|
|
|
|
Liabilities
|
|
|
Management fee payable to
Sponsor
|
57,148
|
51,974
|
Other
liabilities
|
75,344
|
36,414
|
Equity in trading
accounts:
|
|
|
Commodity
futures contracts
|
2,858,100
|
3,200,525
|
Total
liabilities
|
2,990,592
|
3,288,913
|
|
|
|
Net
assets
|
$66,566,470
|
$61,416,019
|
|
|
|
Shares
outstanding
|
10,450,004
|
10,250,004
|
|
|
|
Net
asset value per share
|
$6.37
|
$5.99
|
|
|
|
Market
value per share
|
$6.38
|
$6.00
|
The accompanying
notes are an integral part of these financial
statements.
78
TEUCRIUM WHEAT
FUND
June
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
$92)
|
$92
|
0.00%
|
92
|
|
|
|
|
|
|
|
Principal
Amount
|
Commercial
Paper
|
|
|
|
Boston Scientific
Corporation 2.43% (cost: $4,973,935 due
09/11/2018)
|
$4,975,940
|
7.48%
|
5,000,000
|
Enbridge Energy Partners,
L.P. 2.64% (cost: $2,492,358 due 07/19/2018)
|
2,496,725
|
3.75
|
2,500,000
|
Enbridge Energy Partners,
L.P. 2.62% (cost: $2,494,042 due 07/17/2018)
|
2,497,111
|
3.75
|
2,500,000
|
Enbridge Energy Partners,
L.P. 2.74% (cost: $2,493,389 due 07/30/2018)
|
2,494,522
|
3.75
|
2,500,000
|
General Motors Financial
Company, Inc. 2.47% (cost: $4,970,397 due
09/24/2018)
|
4,971,078
|
7.47
|
5,000,000
|
Glencore Funding LLC 2.35%
(cost: $2,485,438 due 08/07/2018)
|
2,494,013
|
3.75
|
2,500,000
|
La Compagnie De Telephone
Bell Du Canada Ou Bell C 2.35% (cost: $2,487,380 due
08/01/2018)
|
2,494,984
|
3.75
|
2,500,000
|
Schlumberger Holdings
Corporation 2.42% (cost: $2,486,667 due
07/02/2018)
|
2,499,833
|
3.76
|
2,500,000
|
Spectra Energy Partners, LP
2.37% (cost: $2,492,820 due 08/09/2018)
|
2,493,636
|
3.75
|
2,500,000
|
WGL Holdings, Inc. 2.40%
(cost: $4,975,540 due 08/07/2018)
|
4,987,770
|
7.49
|
5,000,000
|
Total Commercial Paper
(Total cost: $32,351,965.26)
|
$32,405,612
|
48.70%
|
|
Total Cash
Equivalents
|
$32,405,704
|
48.70%
|
|
|
|
|
|
|
|
|
|
|
|
Percentage
of
|
Notional
Amount
|
Description:
Liabilities
|
Fair
Value
|
Net
Assets
|
(Long
Exposure)
|
|
|
|
|
Commodity
futures contracts
|
|
|
|
United States wheat futures
contracts
|
|
|
|
CBOT wheat futures SEP18
(932 contracts)
|
$1,139,950
|
1.71%
|
$23,358,250
|
CBOT wheat futures DEC18
(773 contracts)
|
329,113
|
0.49
|
19,972,388
|
CBOT wheat futures DEC19
(817 contracts)
|
1,389,037
|
2.09
|
23,233,437
|
Total commodity futures
contracts
|
$2,858,100
|
4.29%
|
$66,564,075
|
The accompanying
notes are an integral part of these financial
statements.
79
TEUCRIUM WHEAT
FUND
SCHEDULE OF
INVESTMENTS
December 31, 2017
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
|
Blackrock FedFund - Institutional Class (Cost
$70)
|
70
|
0.00
|
70
|
Total money market
funds
|
$170
|
0.00%
|
|
|
|
|
|
|
|
|
Principal
Amount
|
Commercial
Paper
|
|
|
|
Boston Scientific Corporation 1.709% (cost:
$2,496,104 due 1/16/2018)
|
$2,498,229
|
4.07%
|
2,500,000
|
Canadian Natural Resources Limited 1.759% (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. 2.198% (cost:
$2,488,490 due 3/5/2018)
|
2,490,459
|
4.06
|
2,500,000
|
Equifax Inc. 1.709% (cost: $2,493,979 due
1/5/2018)
|
2,499,528
|
4.07
|
2,500,000
|
Ford Motor Credit Company LLC 1.407% (cost:
$2,491,250 due 1/10/2018)
|
2,499,125
|
4.07
|
2,500,000
|
Glencore Funding LLC 1.424% (cost: $2,491,248 due
1/17/2018)
|
2,498,427
|
4.07
|
2,500,000
|
HP Inc. 1.648% (cost: $2,496,014 due
1/22/2018)
|
2,497,608
|
4.07
|
2,500,000
|
Oneok, Inc. 1.749% (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.
80
TEUCRIUM WHEAT
FUND
(Unaudited)
|
Three
months ended
|
Three
months ended
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
June 30,
2018
|
June 30,
2017
|
Income
|
|
|
|
|
Realized and unrealized
gain (loss) on trading of commodity futures
contracts:
|
|
|
|
|
Realized
gain (loss) on commodity futures contracts
|
$3,567,188
|
$(494,500)
|
$4,899,850
|
$(669,800)
|
Net
change in unrealized (depreciation) or appreciation
on commodity futures
contracts
|
(1,350,213)
|
10,315,925
|
(262,050)
|
11,278,638
|
Interest
income
|
343,981
|
182,942
|
619,384
|
320,223
|
Total
income
|
2,560,956
|
10,004,367
|
5,257,184
|
10,929,061
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management
fees
|
170,118
|
168,029
|
335,155
|
334,026
|
Professional
fees
|
154,947
|
111,992
|
270,305
|
227,118
|
Distribution
and marketing fees
|
315,498
|
241,007
|
594,894
|
465,670
|
Custodian
fees and expenses
|
49,845
|
37,540
|
84,440
|
71,284
|
Business
permits and licenses fees
|
9,038
|
5,041
|
18,608
|
12,225
|
General
and administrative expenses
|
39,400
|
27,964
|
61,502
|
55,063
|
Brokerage
commissions
|
18,113
|
15,123
|
35,143
|
27,845
|
Other
expenses
|
15,607
|
9,002
|
28,647
|
16,739
|
Total
expenses
|
772,566
|
615,698
|
1,428,694
|
1,209,970
|
|
|
|
|
|
Expenses waived by the
Sponsor
|
(121,015)
|
-
|
(144,784)
|
-
|
|
|
|
|
|
Total
expenses, net
|
651,551
|
615,698
|
1,283,910
|
1,209,970
|
|
|
|
|
|
Net
income
|
$1,909,405
|
$9,388,669
|
$3,973,274
|
$9,719,091
|
|
|
|
|
|
Net income per
share
|
$0.18
|
$0.91
|
$0.38
|
$0.95
|
Net income per weighted
average share
|
$0.18
|
$0.97
|
$0.38
|
$1.02
|
Weighted average shares
outstanding
|
10,321,707
|
9,728,026
|
10,458,153
|
9,534,534
|
The accompanying
notes are an integral part of these financial
statements.
81
TEUCRIUM WHEAT
FUND
(Unaudited)
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
Operations
|
|
|
Net
income
|
$3,973,274
|
$9,719,091
|
Capital
transactions
|
|
|
Issuance of
Shares
|
11,511,955
|
15,578,970
|
Redemption of
Shares
|
(10,334,778)
|
(10,059,102)
|
Total capital
transactions
|
1,177,177
|
5,519,868
|
Net change in net
assets
|
5,150,451
|
15,238,959
|
|
|
|
Net
assets, beginning of period
|
$61,416,019
|
$62,344,759
|
|
|
|
Net
assets, end of period
|
$66,566,470
|
$77,583,718
|
|
|
|
Net
asset value per share at beginning of period
|
$5.99
|
$6.89
|
|
|
|
Net
asset value per share at end of period
|
$6.37
|
$7.84
|
|
|
|
Creation of
Shares
|
1,775,000
|
2,250,000
|
Redemption of
Shares
|
1,575,000
|
1,400,000
|
The accompanying
notes are an integral part of these financial
statements.
82
TEUCRIUM WHEAT
FUND
(Unaudited)
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
Cash
flows from operating activities:
|
|
|
Net
income
|
$3,973,274
|
$9,719,091
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
Net
change in unrealized depreciation or (appreciation) on commodity
futures contracts
|
262,050
|
(11,278,638)
|
Changes
in operating assets and liabilities:
|
|
|
Due from
broker
|
(3,339,379)
|
7,258,090
|
Interest
receivable
|
111
|
(390)
|
Other
assets
|
(70,728)
|
(175,620)
|
Management fee
payable to Sponsor
|
5,174
|
7,940
|
Other
liabilities
|
38,930
|
3,489
|
Net cash
provided by operating activities
|
869,432
|
5,533,962
|
|
|
|
Cash
flows from financing activities:
|
|
|
Proceeds from
sale of Shares
|
11,511,955
|
15,578,970
|
Redemption of
Shares
|
(10,334,778)
|
(10,059,102)
|
Net cash
provided by financing activities
|
1,177,177
|
5,519,868
|
|
|
|
Net
change in cash and cash equivalents
|
2,046,609
|
11,053,830
|
Cash and
cash equivalents, beginning of period
|
58,932,231
|
58,931,911
|
Cash and
cash equivalents, end of period
|
$60,978,840
|
$69,985,741
|
The accompanying
notes are an integral part of these financial
statements.
83
June 30,
2018
(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 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
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 six months ended June 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.
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
Fund. 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 assetbased 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. For the three months ended June 30, 2018 and 2017, the
Fund recognized $49,845 and $37,540, respectively, for these
services, which is recorded in custodian fees and expenses on the
statements of operations; of these amounts, $21,567 in 2018 and $0
in 2017 was waived by the Sponsor. For the six months
ended June 30, 2018 and 2017, the Fund recognized $84,440 and
$71,284, respectively, for these services, which is recorded in
custodian fees and expenses on the statements of operations; of
these amounts, $21,567 in 2018 and $0 in 2017 was waived by the
Sponsor.
84
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. For the
three months ended June 30, 2018 and 2017, the Fund recognized
$14,900 and $16,463, respectively, for these services, which is
recorded in distribution and marketing fees on the
statements of operations; of these expenses, $4,950 in 2018
and $0 in 2017 were waived by the Sponsor.
For the six months
ended June 30, 2018 and 2017, the Fund recognized $35,118 and
$37,633, respectively, for these services, which is recorded in
distribution and marketing fees on the statements of
operations; of these expenses, $9,354 in 2018 and $0 in 2017 were
waived by the Sponsor.
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. For
the three months ended June 30, 2018 and 2017, the Fund recognized
$18,113 and $15,123, respectively, for these services, which is
recorded in brokerage commissions on the statements of operations
and paid for by the Fund. For the six months
ended June 30, 2018 and 2017, the Fund recognized $35,143 and
$27,845, respectively, for these services, which is recorded in
brokerage commissions on the statements of operations and paid for
by the Fund.
The
sole Trustee of the Trust is Wilmington Trust Company, a Delaware
banking corporation. The Trustee will accept service of legal
process on the Trust in the State of Delaware and will make certain
filings under the Delaware Statutory Trust Act. For its
services, the Trustee receives an annual fee of $3,300 from
the Trust. For the three and six months ended June 30, 2018
and 2017, the Fund did not recognize any expense for these
services. This expense is recorded in business permits and licenses
fees on the statements of operations.
Note 3 – Summary of Significant
Accounting Policies
Basis of
Presentation
The
accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) as detailed in the Financial
Accounting Standards Board’s Accounting Standards
Codification.
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 U.S. federal 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 June 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.
85
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 six months ended June 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.
The
Fund receives or pays the proceeds from shares sold or redeemed
within three business days after the trade date of the purchase or
redemption. The amounts due from Authorized Purchasers are
reflected in the Fund’s statements of assets and liabilities
as receivable for shares sold. Amounts payable to Authorized
Purchasers upon redemption are reflected in the Fund’s
statements of assets and liabilities as payable for shares
redeemed.
As
outlined in the most recent Form S-1 filing, 50,000 shares
represents two Redemption Baskets for the Fund and a minimum level
of shares.
Allocation of Shareholder Income and
Losses
Profit or loss is allocated among the
shareholders of the Fund in proportion to the number of shares each
shareholder holds as of the close of each
month.
86
Cash, Cash Equivalents, and Restricted
Cash
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 cash equivalents on
deposit with banks. The Fund had a balance of $92 and $170 in money
market funds at June 30, 2018 and December 31, 2017, respectively.
These balances are included in cash and cash equivalents on the
statements of assets and liabilities. Effective in the second
quarter 2015, the Sponsor invested a portion of the available cash
for the Fund in alternative demand deposit savings accounts,
which is classified as cash and not as a cash equivalent. The Fund
had a balance of $28,573,140 and $33,967,053 in a demand
deposit savings account on June 30, 2018 and December 31,
2017. Assets deposited with financial institutions, 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. These balances are included in cash and cash
equivalents on the statements of assets and liabilities. The Fund
had a balance of $32,405,612 and $24,964,873 in commercial paper
contracts on June 30, 2018 and December 31, 2017, respectively. The
above changes resulted in a reduction from the same period in 2017
in the balance held in money market funds and demand deposit
savings accounts, respectively.
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 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.
87
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 certain 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 certain aspects of
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
certain accounting and financial reporting, regulatory compliance,
and trading activities that are directly attributable to the Fund.
For the three months ended June 30, the Fund recognized $180,199 in
2018 and $181,307 in 2017 respectively, such expenses which are
primarily recorded in distribution and marketing fees on the
statements of operations; of these expenses, $27,984 in 2018 and $0
in 2017 were waived by the Sponsor. All asset-based fees and
expenses for the Funds are calculated on the prior day’s net
assets.
For the six months
ended June 30, the Fund recognized $586,809 in 2018 and $514,460 in
2017 respectively, such expenses which are primarily recorded in
distribution and marketing fees on the statements of operations; of
these expenses, $41,131 in 2018 and $0 in 2017 were waived by
the Sponsor. All asset-based fees and expenses for the Funds are
calculated on the prior day’s net
assets.
For
the three and six months ended June 30, 2018, there were $121,015
and $144,784, respectively, of expenses that were
identified in the statements of operations of the Fund as expenses
that were waived by the Sponsor. The Sponsor has determined that
there would be no recovery sought for these amounts in any future
period.
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.
88
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
June 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 three and six months ended June 30, 2018 and year ended
December 31, 2017, the Fund did not have any 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”) 2018-05,
“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 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
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 Fund.
89
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 businesses 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 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 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 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, 2018.
The adoption did not have a material impact on
the financial statements and disclosures of 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 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 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
Fund.
90
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 June 30, 2018 and December 31,
2017:
June 30,
2018
Assets:
|
Level 1
|
Level 2
|
Level 3
|
Balance as of
June 30, 2018
|
Cash Equivalents
|
$32,405,704
|
$-
|
$-
|
$32,405,704
|
|
|
|
|
|
Liabilities:
|
Level 1
|
Level 2
|
Level 3
|
Balance as of
June 30, 2018
|
Wheat Futures
contracts
|
$2,858,100
|
$-
|
$-
|
$2,858,100
|
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 three and six months ended June 30, 2018 and year ended
December 31, 2017, the Fund did not have any 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 three
and six months ended June 30, 2018 and 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 combined
statements of assets and liabilities to enable users of these
financial statements to evaluate the effect or potential effect of
netting arrangements for recognized assets and liabilities. The
provisions of Accounting Standards Codification 210-20, Balance
Sheet - Offsetting were adopted and are recognized in the tables
below.
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 June 30,
2018 and December 31, 2017.
91
Offsetting of Financial Liabilities and
Derivative Liabilities as of June 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
|
$2,858,100
|
$-
|
$2,858,100
|
$-
|
$2,858,100
|
$-
|
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
|
$-
|
$-
|
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
|
$-
|
92
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 June 30, 2018
Primary Underlying
Risk
|
|
Realized Gain on
Commodity Futures Contracts |
|
|
Net Change in Unrealized
Depreciation on Commodity Futures Contracts |
|
||
Commodity price
|
|
|
|
|
|
|
|
|
Wheat futures
contracts
|
|
$
|
3,567,188
|
|
|
$
|
(1,350,213
|
)
|
Three months
ended June 30, 2017
Primary Underlying
Risk
|
|
Realized Loss on
Commodity Futures Contracts |
|
|
Net Change in Unrealized
Appreciation on Commodity Futures Contracts |
|
||
Commodity price
|
|
|
|
|
|
|
|
|
Wheat futures
contracts
|
|
$
|
(494,500
|
)
|
|
$
|
10,315,925
|
|
Six months ended
June 30, 2018
Primary Underlying
Risk
|
|
Realized Gain on
Commodity Futures Contracts |
|
|
Net Change in Unrealized
Depreciation on Commodity Futures Contracts |
|
||
Commodity price
|
|
|
|
|
|
|
|
|
Wheat futures
contracts
|
|
$
|
4,899,850
|
|
|
$
|
(262,050
|
)
|
Six months ended
June 30, 2017
Primary Underlying
Risk
|
|
Realized Loss on
Commodity Futures Contracts |
|
|
Net Change in Unrealized
Appreciation on Commodity Futures Contracts |
|
||
Commodity price
|
|
|
|
|
|
|
|
|
Wheat futures
contracts
|
|
$
|
(669,800
|
)
|
|
$
|
11,278,638
|
|
Volume of Derivative
Activities
The
average notional market value categorized by primary underlying
risk for all futures contracts held was $69.7 million and $68.9
million for the three and six months ended June 30, 2018 and $71.1
million and $68.6 million for the three and six months ended June
30, 2017.
93
Note 6 – Financial
Highlights
The
following tables present per unit performance data and other
supplemental financial data for the three and six months ended June
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
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
June 30,
2018
|
June 30,
2017
|
Per
Share Operation Performance
|
|
|
|
|
Net asset value at
beginning of period
|
$6.19
|
$6.93
|
$5.99
|
$6.89
|
Income (loss) from
investment operations:
|
|
|
|
|
Investment
income
|
0.03
|
0.02
|
0.06
|
0.04
|
Net realized and unrealized
gain on commodity futures contracts
|
0.21
|
0.95
|
0.44
|
1.04
|
Total expenses,
net
|
(0.06)
|
(0.06)
|
(0.12)
|
(0.13)
|
Net increase in net asset
value
|
0.18
|
0.91
|
0.38
|
0.95
|
Net asset value at end of
period
|
$6.37
|
$7.84
|
$6.37
|
$7.84
|
Total
Return
|
2.91%
|
13.13%
|
6.34%
|
13.79%
|
Ratios
to Average Net Assets (Annualized)
|
|
|
|
|
Total
expenses
|
4.54%
|
3.66%
|
4.26%
|
3.62%
|
Total expenses,
net
|
3.83%
|
3.66%
|
3.83%
|
3.62%
|
Net investment
loss
|
(1.81)%
|
(2.58)%
|
(1.98)%
|
(2.66)%
|
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 June 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.
94
STATEMENTS OF
ASSETS AND LIABILITIES
|
June 30,
2018
|
December
31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash
equivalents
|
$3,242
|
$2,474
|
Interest
receivable
|
5
|
2
|
Other
assets
|
414
|
-
|
Equity in trading
accounts:
|
|
|
Investments
in securities, at fair value (cost $2,192,325 and $1,790,621 as of
June 30, 2018 and December 31, 2017,
respectively)
|
1,581,009
|
1,136,120
|
Total
assets
|
1,584,670
|
1,138,596
|
|
|
|
Liabilities
|
|
|
Other
liabilities
|
1,335
|
957
|
|
|
|
Net
assets
|
$1,583,335
|
$1,137,639
|
|
|
|
Shares
outstanding
|
75,002
|
50,002
|
|
|
|
Net
asset value per share
|
$21.11
|
$22.75
|
|
|
|
Market
value per share
|
$21.22
|
$22.10
|
The accompanying
notes are an integral part of these financial
statements.
95
TEUCRIUM
AGRICULTURAL FUND
June
30, 2018
(Unaudited)
|
|
|
|
Description:
Assets
|
Fair
Value
|
Percentage
of
Net Assets |
Shares
|
|
|
|
|
Exchange-traded
funds
|
|
|
|
Teucrium Corn
Fund
|
$399,405
|
25.23%
|
24,308
|
Teucrium Soybean
Fund
|
380,822
|
24.05
|
23,481
|
Teucrium Sugar
Fund
|
408,792
|
25.82
|
53,674
|
Teucrium Wheat
Fund
|
391,990
|
24.76
|
61,537
|
Total exchange-traded funds
(cost $2,192,325)
|
$1,581,009
|
99.86%
|
|
|
|
|
|
Cash
equivalents
|
|
|
|
Money market
funds
|
|
|
|
Fidelity Institutional
Money Market Funds - Government Portfolio (cost
$3,242)
|
$3,242
|
0.20%
|
3,242
|
The accompanying
notes are an integral part of these financial
statements.
96
TEUCRIUM
AGRICULTURAL FUND
SCHEDULE OF
INVESTMENTS
December 31, 2017
|
|
Percentage
of
|
|
Description:
Assets
|
Fair
Value
|
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.
97
TEUCRIUM
AGRICULTURAL FUND
(Unaudited)
|
Three
months ended
|
Three
months ended
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
June 30,
2018
|
June 30,
2017
|
Income
|
|
|
|
|
Realized and unrealized
gain (loss) on trading of securities:
|
|
|
|
|
Realized
loss on securities
|
$(90,974)
|
$(87,638)
|
$(173,192)
|
$(141,812)
|
Net
change in unrealized (depreciation) or appreciation on
securities
|
(42,469)
|
68,112
|
43,186
|
83,131
|
Interest
income
|
12
|
4
|
19
|
6
|
Total
loss
|
(133,431)
|
(19,522)
|
(129,987)
|
(58,675)
|
|
|
|
|
|
Expenses
|
|
|
|
|
Professional
fees
|
5,689
|
2,262
|
6,772
|
6,268
|
Distribution
and marketing fees
|
4,653
|
3,211
|
8,882
|
9,253
|
Custodian
fees and expenses
|
661
|
598
|
1,220
|
1,198
|
Business
permits and licenses fees
|
56
|
7
|
12,056
|
12,132
|
General
and administrative expenses
|
855
|
806
|
1,398
|
1,194
|
Other
expenses
|
182
|
152
|
397
|
345
|
Total
expenses
|
12,096
|
7,036
|
30,725
|
30,390
|
|
|
|
|
|
Expenses waived by the
Sponsor
|
(10,086)
|
(5,489)
|
(27,301)
|
(27,172)
|
|
|
|
|
|
Total
expenses, net
|
2,010
|
1,547
|
3,424
|
3,218
|
|
|
|
|
|
Net
loss
|
$(135,441)
|
$(21,069)
|
$(133,411)
|
$(61,893)
|
|
|
|
|
|
Net loss per
share
|
$(1.68)
|
$(0.42)
|
$(1.64)
|
$(1.24)
|
Net loss per weighted
average share
|
$(1.87)
|
$(0.42)
|
$(2.18)
|
$(1.24)
|
Weighted average shares
outstanding
|
72,255
|
50,002
|
61,190
|
50,002
|
The accompanying
notes are an integral part of these financial
statements.
98
TEUCRIUM
AGRICULTURAL FUND
(Unaudited)
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
Operations
|
|
|
Net
loss
|
$(133,411)
|
$(61,893)
|
Capital
transactions
|
|
|
Issuance of
Shares
|
579,107
|
-
|
Net change in net
assets
|
445,696
|
(61,893)
|
|
|
|
Net
assets, beginning of period
|
$1,137,639
|
$1,316,370
|
|
|
|
Net
assets, end of period
|
$1,583,335
|
$1,254,477
|
|
|
|
Net
asset value per share at beginning of period
|
$22.75
|
$26.33
|
|
|
|
Net
asset value per share at end of period
|
$21.11
|
$25.09
|
|
|
|
Creation of
Shares
|
25,000
|
-
|
Redemption of
Shares
|
-
|
-
|
The accompanying
notes are an integral part of these financial
statements.
99
TEUCRIUM
AGRICULTURAL FUND
(Unaudited)
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
Cash
flows from operating activities:
|
|
|
Net
loss
|
$(133,411)
|
$(61,893)
|
Adjustments
to reconcile net loss to net cash used inoperating
activities:
|
|
|
Net
change in unrealized (appreciation) on
securities
|
(43,186)
|
(83,131)
|
Changes
in operating assets and liabilities:
|
|
|
Net sale of investments in
securities
|
(401,703)
|
143,041
|
Interest
receivable
|
(3)
|
-
|
Other
assets
|
(414)
|
392
|
Other
liabilities
|
378
|
923
|
Net cash
used in operating activities
|
(578,339)
|
(668)
|
|
|
|
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
|
768
|
(668)
|
Cash and
cash equivalents, beginning of period
|
2,474
|
2,360
|
Cash and
cash equivalents, end of period
|
$3,242
|
$1,692
|
The accompanying
notes are an integral part of these financial
statements.
100
June 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%
|
101
The
investment objective of each Underlying Fund is to have the daily
changes in percentage terms of its shares’ NAV reflect the
daily changes in percentage terms of a weighted average of the
closing settlement prices for certain Futures Contracts for the
commodity specified in the Underlying Fund’s
name. (This weighted average is referred to herein as
the Underlying Fund’s “Benchmark,” the Futures
Contracts that at any given time make up an Underlying Fund’s
Benchmark are referred to herein as the Underlying Fund’s
“Benchmark Component Futures Contracts,” and the
commodity specified in the Underlying Fund’s name is referred
to herein as its “Specified
Commodity.”) Specifically, the Teucrium Corn
Fund’s Benchmark is: (1) the second-to-expire Futures
Contract for corn traded on the Chicago Board of Trade
(“CBOT”), weighted 35%, (2) the third to expire CBOT
corn Futures Contract, weighted 30%, and (3) the CBOT corn Futures
Contract expiring in the December following the expiration month of
the third to expire contract, weighted 35%. The Teucrium
Wheat Fund’s Benchmark is: (1) the second-to-expire CBOT
wheat Futures Contract, weighted 35%, (2) the third to expire CBOT
wheat Futures Contract, weighted 30%, and (3) the CBOT wheat
Futures Contract expiring in the December following the expiration
month of the third to expire contract, weighted 35%. The
Teucrium Soybean Fund’s Benchmark is: (1) the
second-to-expire CBOT soybean Futures Contract, weighted 35%, (2)
the third to expire CBOT soybean Futures Contract, weighted 30%,
and (3) the CBOT soybean Futures Contract expiring in the November
following the expiration month of the third to expire contract,
weighted 35%, except that CBOT soybean Futures Contracts expiring
in August and September will not be part of the Teucrium Soybean
Fund’s Benchmark because of the less liquid market for these
Futures Contracts. The Teucrium Sugar Fund’s
Benchmark is: (1) the second-to-expire Sugar No. 11 Futures
Contract traded on ICE Futures US (“ICE Futures”),
weighted 35%, (2) the third to expire ICE Futures Sugar No. 11
Futures Contract, weighted 30%, and (3) the ICE Futures Sugar No.
11 Futures Contract expiring in the March following the expiration
month of the third to expire contract, weighted
35%.
While the Fund expects to maintain substantially
all of its assets in shares of the Underlying Funds at all times,
the Fund may hold some residual amount of assets in obligations of
the United States government (“Treasury Securities”) or
cash equivalents, and/or merely hold such assets in cash (generally
in interestbearing 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 six months ended June 30, 2018 are not
necessarily indicative of the results to be expected for the full
year ending December 31, 2018.
102
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
Fund. 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 assetbased 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. For the three months ended June 30, 2018 and 2017, the
Fund recognized $661 and $598, respectively, for these
services, which is recorded in custodian fees and expenses on the
statements of operations; of these expenses $634 in 2018 and $533
in 2017 were waived by the Sponsor. For the six months
ended June 30, 2018 and 2017, the Fund recognized $1,220 and
$1,198, respectively, for these services, which is recorded in
custodian fees and expenses on the statements of operations; of
these expenses $1,091 in 2018 and $1,066 in 2017 were waived by the
Sponsor.
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. For the
three months ended June 30, 2018 and 2017, the Fund recognized $302
and $226, respectively, for these services, which is recorded in
distribution and marketing fees on the statements of operations; of
these expenses $225 in 2018 and $161 in 2017 were waived by the
Sponsor. For the six months
ended June 30, 2018 and 2017, the Fund recognized $549 and $552,
respectively, for these services, which is recorded in distribution
and marketing fees on the statements of operations; of these
expenses $472 in 2018 and $413 in 2017 were waived by the
Sponsor.
103
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. The Bank of New York Mellon serves as
the broker for the Fund. For the three and six months ended June
30, 2018 and 2017, the Fund did not recognize
any expense for these services for these services, which is
recorded in brokerage commissions on the statements of operations
and paid for by the Fund.
The
sole Trustee of the Trust is Wilmington Trust Company, a Delaware
banking corporation. The Trustee will accept service of legal
process on the Trust in the State of Delaware and will make certain
filings under the Delaware Statutory Trust Act. For its
services, the Trustee receives an annual fee of $3,300 from
the Trust. For the three and six months ended June 30, 2018
and 2017, the Fund did not recognize any expense for these
services. This expense is recorded in business permits and licenses
fees on the statements of operations.
Note 3 – Summary of Significant
Accounting Policies
Basis of
Presentation
The
accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) as detailed in the Financial
Accounting Standards Board’s Accounting Standards
Codification.
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.
104
Brokerage
Commissions
Brokerage commissions are accrued on the trade
date and on a full-turn basis.
Income
Taxes
The
Fund will be treated as a partnership for United States federal
income tax purposes. The Fund does not record a provision for
income taxes because the shareholders report their share of the
Fund’s income or loss on their income tax returns. The
financial statements reflect the Fund’s transactions without
adjustment, if any, required for income tax
purposes.
The
Fund is required to determine whether a tax position is more likely
than not to be sustained upon examination by the applicable taxing
authority, including resolution of any related appeals or
litigation processes, based on the technical merits of the
position. The Fund files an income tax return in the U.S. federal
jurisdiction, and may file income tax returns in various U.S.
states and foreign jurisdictions. For all tax years 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 June 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 six
months ended June 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.
105
Creations and
Redemptions
Authorized Purchasers may purchase Creation
Baskets consisting of 25,000 shares from the Fund. The amount of
the proceeds required to purchase a Creation Basket will be equal
to the NAV of the shares in the Creation Basket determined as of
4:00 p.m. New York time on the day the order to create the basket
is properly received.
Authorized Purchasers may redeem shares from the
Fund only in blocks of 25,000 shares called “Redemption
Baskets.” The amount of the redemption proceeds for a
Redemption Basket will be equal to the NAV of the shares in the
Redemption Basket determined as of 4:00 p.m. New York time on the
day the order to redeem the basket is properly
received.
The
Fund will receive the proceeds from shares sold or will pay for
redeemed shares within three business days after the trade date of
the purchase or redemption, respectively. The amounts due from
Authorized Purchasers will be reflected in the Fund’s
statements of assets and liabilities as receivable for shares sold.
Amounts payable to Authorized Purchasers upon redemption will be
reflected in the Fund’s statements of assets and liabilities
as payable for shares redeemed.
As
outlined in the most recent Form S-1 filing, 50,000 shares
represents two Redemption Baskets for the Fund and a minimum level
of shares.
Allocation of Shareholder Income and
Losses
Profit or loss is allocated among the
shareholders of the Fund in proportion to the number of shares each
shareholder holds as of the close of each
month.
Cash
Equivalents
Cash
equivalents are highly-liquid investments with 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 $3,242 and $2,474 in money market
funds at June 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.
|
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.
106
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
Fund
pays no direct management fees to the Sponsor. The Underlying Funds
are contractually obligated to pay a monthly management fee to the
Sponsor, based on average daily net assets, at a rate equal to
1.00% per annum. these fees are recognized in the statements
contained in this Form 10K for each of the Underlying Funds.
The Fund pays for all brokerage fees, taxes and other expenses,
including licensing fees for the use of intellectual property,
registration or other fees paid to the SEC, FINRA, 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 for services directly attributable
to the Fund such as certain aspects of accounting, financial
reporting, regulatory compliance and trading activities, which the
Sponsor elected not to outsource. The Sponsor may, at its
discretion waive the payment by the Fund of certain expenses. This
election is subject to change by the Sponsor, at its discretion.
Certain aggregate expenses common to all Funds within the Trust are
allocated by the Sponsor to the respective funds based on activity
drivers deemed most appropriate by the Sponsor for such expenses,
including but not limited to relative assets under management and
creation and redeem order
activity.
These
aggregate common expenses include, but are not limited to, legal,
auditing, accounting and financial reporting, tax-preparation,
regulatory compliance, trading activities, and insurance costs, as
well as fees paid to the Distributor, which are included in the
related line item in the statements of operations. A portion of
these aggregate common expenses are related to the Sponsor or
related parties of principals of the Sponsor; these are necessary
services to the Funds, which are primarily the cost of performing
certain accounting and financial reporting, regulatory compliance,
and trading activities that are directly attributable to the Fund.
The Sponsor has the ability to elect to pay certain expenses on
behalf of the Fund. This election is subject to change by the
Sponsor, at its discretion. For the three months ended June
30, the Fund recognized $3,563 in 2018 and $2,465 in 2017,
respectively, such expenses, which are primarily recorded in
distribution and marketing fees on the statements of operations; of
these amounts $2,439 in 2018 and $1,711 in 2017 were waived
by the Sponsor. All asset-based fees and expenses for the Funds are
calculated on the prior day’s net assets. The Sponsor can
elect to adjust the daily expense accruals at its
discretion.
For the six months
ended June 30, the Fund recognized $8,630 in 2018 and $7,705 in
2017, respectively, such expenses, which are primarily recorded in
distribution and marketing fees on the statements of operations; of
these amounts $5,506 in 2018 and $6,128 in 2017 were waived
by the Sponsor. All asset-based fees and expenses for the Funds are
calculated on the prior day’s net assets. The Sponsor can
elect to adjust the daily expense accruals at its
discretion.
For the three and
six months ended June 30, 2018, there were $10,086 and $27,301,
respectively, of expenses that were identified in the statements of
operations of the Fund as expenses that were waived by the Sponsor.
The Sponsor has determined that there would be no recovery sought
for these amounts in any future
period.
For
the three and six months ended June 30, 2017, there were $5,489 and
$27,172, respectively, of expenses that were identified in the
statements of operations of the Fund as expenses that were waived
by the Sponsor. The Sponsor has determined that there would be no
recovery sought for these amounts in any future
period.
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”) 2018-05,
“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 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
Fund.
107
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 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 businesses 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
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 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
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
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, 2018.
The adoption did not have a material impact on
the financial statements and disclosures of 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
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
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
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.
108
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.
109
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 June 30, 2018 and
December 31, 2017:
June 30,
2018
Assets:
|
Level 1
|
Level 2
|
Level 3
|
Balance as of
June 30, 2018
|
Exchange
Traded Funds
|
$1,581,009
|
$-
|
$-
|
$1,581,009
|
Cash
Equivalents
|
3,242
|
-
|
-
|
3,242
|
Total
|
$1,584,251
|
$-
|
$-
|
$1,584,251
|
December 31,
2017
Assets:
|
Level 1
|
Level 2
|
Level 3
|
Balance as of
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 three and six months ended June 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 six months ended June
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
|
Six
months ended
|
Six
months ended
|
|
June 30,
2018
|
June 30,
2017
|
June 30,
2018
|
June 30,
2017
|
Per
Share Operation Performance
|
|
|
|
|
Net asset value at
beginning of period
|
$22.79
|
$25.51
|
$22.75
|
$26.33
|
Loss from investment
operations:
|
|
|
|
|
Net realized and unrealized
loss on investment transactions
|
(1.65)
|
(0.39)
|
(1.58)
|
(1.18)
|
Total expenses,
net
|
(0.03)
|
(0.03)
|
(0.06)
|
(0.06)
|
Net decrease in net asset
value
|
(1.68)
|
(0.42)
|
(1.64)
|
(1.24)
|
Net asset value at end of
period
|
$21.11
|
$25.09
|
$21.11
|
$25.09
|
Total
Return
|
(7.37)%
|
(1.65)%
|
(7.21)%
|
(4.71)%
|
Ratios to Average Net Assets (Annualized)
|
|
|
|
|
Total
expenses
|
2.99%
|
2.27%
|
4.47%
|
4.72%
|
Total expenses,
net
|
0.50%
|
0.50%
|
0.50%
|
0.50%
|
Net investment
loss
|
(0.50)%
|
(0.50)%
|
(0.50)%
|
(0.50)%
|
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 June 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.
110
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 also holds United
States Treasury Obligations and/or other high credit quality
short-term fixed income securities for deposit with the commodity
broker of the Funds as margin.
The Investment Objective
of the Funds
The investment objective of CORN is
to have the daily changes in percentage terms of the Shares’
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”):
111
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”):
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”):
112
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:
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 June 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:
113
CORN
Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
|
|
|
CBOT Corn Futures (1,422 contracts,
SEP18)
|
$25,560,450
|
35%
|
CBOT Corn Futures (1,180 contracts,
DEC18)
|
21,903,750
|
30
|
CBOT Corn Futures (1,302 contracts,
DEC19)
|
25,681,950
|
35
|
|
|
|
Total at June 30,
2018
|
$73,146,150
|
100%
|
SOYB
Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
|
|
|
CBOT Soybean Futures (135 contracts,
NOV18)
|
$5,940,000
|
35%
|
CBOT Soybean Futures (115 contracts,
JAN19)
|
5,111,750
|
30
|
CBOT Soybean Futures (133 contracts,
NOV19)
|
5,993,313
|
35
|
|
|
|
Total at June 30,
2018
|
$17,045,063
|
100%
|
CANE
Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
|
|
|
ICE Sugar Futures (357 contracts,
MAR19)
|
$5,177,928
|
35%
|
ICE Sugar Futures (305 contracts,
MAY19)
|
4,454,464
|
30
|
ICE Sugar Futures (338 contracts,
MAR20)
|
5,231,699
|
35
|
|
|
|
Total at June 30,
2018
|
$14,864,091
|
100%
|
WEAT
Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
|
|
|
CBOT Wheat Futures (932 contracts,
SEP18)
|
$23,358,250
|
35%
|
CBOT Wheat Futures (773 contracts,
DEC18)
|
19,972,388
|
30
|
CBOT Wheat Futures (817 contracts,
DEC19)
|
23,233,437
|
35
|
|
|
|
Total at June 30,
2018
|
$66,564,075
|
100%
|
TAGS
Benchmark Component Futures Contracts
|
Fair Value
|
Weight (%)
|
Shares of Teucrium Corn Fund (24,308
shares)
|
$399,405
|
25%
|
Shares of Teucrium Soybean Fund
(23,481 shares)
|
380,822
|
24
|
Shares of Teucrium Wheat Fund
(61,537 shares)
|
391,990
|
25
|
Shares of Teucrium Sugar Fund
(53,674 shares)
|
408,792
|
26
|
|
|
|
Total at June 30,
2018
|
$1,581,009
|
100%
|
114
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 “overthecounter” contracts are
entered into between two parties in private contracts, or on a
recently formed swap execution facility (“SEF”) for
standardized swaps. For example, unlike Futures Contracts, which
are guaranteed by a clearing organization, each party to an
overthecounter derivative contract bears the credit
risk of the other party (unless such overthecounter
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.
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
“overthecounter” Corn Interests, can
generally be structured as the parties to the Corn Interest
contract desire. Therefore, each Fund might enter into multiple
and/or overthecounter Interests intended to replicate
the performance of each of the Benchmark Component Futures
Contracts for the Fund, or a single overthecounter
Interest designed to replicate the performance of the Benchmark as
a whole. Assuming that there is no default by a counterparty to an
overthecounter 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
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 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 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.
115
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.
The
Sponsor
Teucrium Trading, LLC is the
sponsor of the Trust and each of the series of the Trust. The
Sponsor is a Delaware limited liability company, formed on July 28,
2009. The principal office is located at 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.
116
Teucrium Trading, LLC designs the
Funds to offer liquidity, transparency, and capacity in
single-commodity investing for a variety of investors, including
institutions and individuals, in an exchange-traded product format.
The Funds have also been designed to mitigate the impacts of
contango and backwardation, situations that can occur in the course
of commodity trading which can affect the potential returns to
investors. Backwardation is defined as a market condition in which
a futures price of a commodity is lower in the distant delivery
months than in the near delivery months, while contango, the
opposite of backwardation, is defined as a condition in which
distant delivery prices for futures exceed spot prices, often due
to the costs of storing and insuring the underlying
commodity.
The Sponsor has a patent on certain
business methods and procedures used with respect to the
Funds.
Performance
Summary
This report covers the periods from
January 1 to June 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
|
Income (loss) from investment
operations:
|
|
Investment
income
|
0.16
|
Net realized and unrealized loss on
commodity futures contracts
|
(0.17)
|
Total expenses,
net
|
(0.31)
|
Net decrease in net asset
value
|
(0.32)
|
Net asset value at end of
period
|
$16.43
|
Total Return
|
(1.91)%
|
Ratios to Average Net Assets
(Annualized)
|
|
Total expenses
|
3.95%
|
Total expenses,
net
|
3.56%
|
Net investment
loss
|
(1.67)%
|
SOYB Per Share Operation
Performance
|
|
Net asset value at beginning of
period
|
$17.85
|
Income (loss) from investment
operations:
|
|
Investment
income
|
0.17
|
Net realized and unrealized loss on
commodity futures contracts
|
(1.45)
|
Total expenses,
net
|
(0.35)
|
Net decrease in net asset
value
|
(1.63)
|
Net asset value at end of
period
|
$16.22
|
Total Return
|
(9.13)%
|
Ratios to Average Net Assets
(Annualized)
|
|
Total expenses
|
6.45%
|
Total expenses,
net
|
3.84%
|
Net investment
loss
|
(1.99)%
|
CANE Per Share Operation
Performance
|
|
Net asset value at beginning of
period
|
$9.79
|
Income (loss) from investment
operations:
|
|
Investment
income
|
0.07
|
Net realized and unrealized loss on
commodity futures contracts
|
(2.10)
|
Total expenses,
net
|
(0.14)
|
Net decrease in net asset
value
|
(2.17)
|
Net asset value at end of
period
|
$7.62
|
Total Return
|
(22.17)%
|
Ratios to Average Net Assets
(Annualized)
|
|
Total expenses
|
6.64%
|
Total expenses,
net
|
3.63%
|
Net investment
loss
|
(1.81)%
|
117
WEAT Per Share
Operation Performance
|
|
|
|
Net asset value at
beginning of period
|
$5.99
|
Income (loss) from
investment operations:
|
|
Investment
income
|
0.06
|
Net realized and unrealized gain on
commodity futures contracts
|
0.44
|
Total expenses,
net
|
(0.12)
|
Net increase in net asset
value
|
0.38
|
Net asset value at end of
period
|
$6.37
|
Total
Return
|
6.34%
|
Ratios to Average Net Assets
(Annualized)
|
|
Total expenses
|
4.26%
|
Total expenses,
net
|
3.83%
|
Net investment
loss
|
(1.98)%
|
TAGS Per Share Operation
Performance
|
|
Net asset value at beginning of
period
|
$22.75
|
Income (loss) from investment
operations:
|
|
Net realized and unrealized loss on
investment transactions
|
(1.58)
|
Total expenses,
net
|
(0.06)
|
Net decrease in net asset
value
|
(1.64)
|
Net asset value at end of
period
|
$21.11
|
Total Return
|
(7.21)%
|
Ratios to Average Net Assets
(Annualized)
|
|
Total expenses
|
4.47%
|
Total expenses,
net
|
0.50%
|
Net investment
loss
|
(0.50)%
|
118
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 six
months ended June 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, which the Sponsor elected not to outsource. In
addition, the Funds, except for TAGS which has no such fee, are
contractually obligated to pay a monthly management fee to the
Sponsor, based on average daily net assets, at a rate equal to
1.00% per annum.
The 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 trading activities
that are directly attributable to the Funds and are, primarily,
included as distribution and marketing fees on the statements of
operations. These amounts, for the Trust and for each Fund, are
detailed in the notes to the financial statements included in Part
I of this filing.
The Sponsor has the ability to
elect to pay certain expenses on behalf of the Funds or waive the
management fee. This election is subject to change by the Sponsor,
at its discretion. Expenses paid by the Sponsor and Management fees
waived by the Sponsor are, if applicable, presented as waived
expenses in the statements of operations for each
Fund.
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 June 30, 2018, the Fund had
4,450,004 shares outstanding and net assets of $73,118,194. This is
in comparison to 3,500,004 shares outstanding and net assets of
$66,830,725 on June 30, 2017 and 3,950,004 shares outstanding with
net assets of $71,062,442 on March 31, 2018. Shares outstanding
increased by 950,000 or 27% for the period ended June 30, 2018 when
compared to June 30, 2017 and increased by 500,000 or 13% for the
period ended June 30, 2018 when compared to March 31, 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 growing
period.
Total net assets for the Fund were
$73,118,194 on June 30, 2018 compared to $66,830,725 on June 30,
2017 and $71,062,442 on March 31, 2018. The Net Asset Values
(“NAV”) per share related to these balances were
$16.43, $19.09 and $17.99, respectively. This represents an
increase in total net assets year over year of 9%, driven by a
combination of an increase in total shares outstanding of 27% and a
decrease in the NAV per share of ($2.66) or 14%. When comparing
June 30, 2018 with March 31, 2018, there was an increase in total
net assets of 3%, driven by a combination of an increase in total
shares outstanding of 13% and a decrease in the NAV per share of
($1.56) or 9%. The closing prices per share for June 30, 2018 and
2017 and March 31, 2018, as reported by the NYSE Arca, were $16.44,
$19.05 and $17.96, respectively. The change from June 30, 2018 over
the same period last year was a 14% decrease, and an 8% decrease
from March 31, 2018.
119
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 June 30,
2018 and serves to illustrate the relative changes of these
components.
The total loss for the three-month
period ended June 30, 2018 was ($6,465,079) resulting primarily
from the net change in realized gain on commodity futures contracts
totaling $1,931,575, and by a net change in unrealized depreciation
of commodity futures contracts of ($8,790,088). Total gain was
$910,237 in the same period of 2017. The total loss for the
six-month period ended June 30, 2018 was ($957,869) resulting
primarily from the net change in realized gain on commodity futures
contracts totaling $3,170,538, and by a net change in unrealized
depreciation of commodity futures contracts of ($4,809,338). Total
gain was $2,279,635 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 June 30, 2018 and 2017,
respectively, was $393,434 and $183,500. Interest income and other
income for the six-month period ended June 30, 2018 and 2017,
respectively, was $680,931 and $331,872. 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 June 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 June 30, 2018 were $754,733 and for the
same period in 2017 were $762,626. This represents a ($7,893) or 1%
decrease for 2018 over 2017. The decrease was driven by: 1) a
($25,131) or 7% decrease in distribution and marketing expenses; 2)
a ($12,103) or 30% decrease in custodian fees and expenses; 3) a
($7,053) or 18% decrease in general and administrative expenses; 4)
a ($465) or 2% decrease in brokerage commissions due to a decrease
in contracts purchased and rolled; and 5) a ($1,241) or 11%
decrease in other expenses. These decreases were offset by: 1) a
$23,421 or 14% increase in management fee paid to the Sponsor as a
result of higher average net assets; 2) a $12,515 or 9% increase in
professional fees related to auditing, legal and tax preparation
fees; and 3) a $2,164 or 38% increase in business permits and
licenses. 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 3.95% in 2018 and 4.54% 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
six-month period ended June 30, 2018 were $1,425,617 and for the
same period in 2017 were $1,487,294. This represents a ($61,677) or
4% decrease for 2018 over 2017. The decrease was driven by: 1) a
($60,698) or 20% decrease in professional fees related to auditing,
legal and tax preparation fees; 2) a ($23,194) or 28% decrease in
custodian fees and expenses; 3) a ($5,977) or 8% decrease in
general and administrative expenses; and 4) a ($915) or 2% decrease
in brokerage commissions due to a decrease in contracts purchased
and rolled. These decreases were offset by: 1) a $12,105 or 3%
increase in management fee paid to the Sponsor as a result of
higher average net assets; 2) a $11,189 or 2% increase in
distribution and marketing expenses; 3) a $4,442 or 27% increase in
business permits and licenses; and 4) a $1,371 or 7% 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 six-month periods were 3.95% in 2018 and 4.26% in 2017. The
management fee is calculated at an annual rate of 1% of the
Fund’s daily average net assets.
120
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 June 30, 2018
and 2017, the Sponsor waived fees of $98,041 and 133,820,
respectively. For the six-month period ended June 30, 2018 and
2017, the Sponsor waived fees of $138,723 and $168,820
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 June 30, 2018 and 2017 were $656,692 and
$628,806, respectively. The total expense ratio net of expenses
waived by the Sponsor was 3.43% in 2018 and 3.75% in 2017. Net
investment loss, which includes the impact of expenses and interest
income, was 1.37% in 2018 and 2.65% in 2017.
Total expenses net of expenses
waived by the Sponsor (“Total expenses, net”) for the
six-month period ended June 30, 2018 and 2017 were $1,286,894 and
$1,318,474, respectively. The total expense ratio net of expenses
waived by the Sponsor was 3.56% in 2018 and 3.78% in 2017. Net
investment loss, which includes the impact of expenses and interest
income, was 1.67% in 2018 and 2.83% 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.
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 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%.
121
On June 30, 2018, the Fund had
1,050,004 shares outstanding and net assets of $17,029,295. This is
in comparison to 650,004 shares outstanding and net assets of
$11,762,511 on June 30, 2017 and 850,004 shares outstanding with
net assets of $16,184,117 on March 31, 2018. Shares outstanding
increased by 400,000 or 62% for the period ended June 30, 2018 when
compared to June 30, 2017 and increased by 200,000 or 24% for the
period ended June 30, 2018 when compared to March 31, 2018. The
increase from June 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
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
$17,029,295 on June 30, 2018 compared to $11,762,511 on June 30,
2017 and $16,184,117 on March 31, 2018. The Net Asset Values
(“NAV”) per share related to these balances were
$16.22, $18.10 and $19.04, respectively. This represents an
increase in total net assets for the year over year of 45%, driven
by a combination of an increase in total shares outstanding of 62%
and a decrease in the NAV per share of ($1.88) or 10%. When
comparing June 30, 2018 with March 31, 2018, there was an increase
in total net assets of 5%, driven by a combination of an increase
in total shares outstanding of 24% and a decrease in the NAV per
share of ($2.82) or 15%. The closing prices per share for June 30,
2018 and 2017 and March 31, 2018, as reported by the NYSE Arca,
were $16.24, $18.05 and $19.05, respectively. The change from June
30, 2018 over the same period last year was a 10% decrease, and a
15% decrease from March 31, 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 June 30,
2018 and serves to illustrate the relative changes of these
components.
The total loss for the three-month
period ended June 30, 2018 was ($2,378,109) resulting primarily
from the net change in realized loss on commodity futures contracts
totaling ($2,413) and by a net change in unrealized depreciation of
commodity futures contracts of ($2,456,537). Total income was
$98,980 in the same period of 2017. The total loss for the
six-month period ended June 30, 2018 was ($1,523,356) resulting
primarily from the net change in realized loss on commodity futures
contracts totaling ($80,012) and by a net change in unrealized
depreciation of commodity futures contracts of ($1,574,000). Total
loss was ($363,494) 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 periods ended June 30, 2018 and 2017,
respectively, was $80,841 and $31,405. Interest income and other
income for the six-month periods ended June 30, 2018 and 2017,
respectively, was $130,656 and $57,169. 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 June 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 June 30, 2018 were $240,283 and for the
same period in 2017 were $118,451. This represents a $121,832 or
103% increase for 2018 over 2017. The increase year over year was
driven by an increase in all expense categories, specifically; 1) a
$11,576 or 40% increase in management fees payable to the Sponsor
as a result of higher average net assets; 2) a $34,864 or a 117%
increase in professional fees related to auditing, legal and tax
preparation fees; 3) a $60,356 or 149% increase in distribution and
marketing expenses; 4) a $4,898 or 101% increase in custodian fees
and expenses; 5) a $1,869 or 38% increase in business permits and
licenses; 6) a $4,860 or 83% increase in general and administrative
expenses; 7) a $1,360 or 78% increase in brokerage commissions due
to an increase in contracts purchased and rolled; and 8) a $2,049
or 110% 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 5.92% in 2018 and 4.09% 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
six-month period ended June 30, 2018 were $456,133 and for the same
period in 2017 were $245,521. This represents a $210,882 or 86%
increase for 2018 over 2017. The increase year over year was driven
by an increase in all expense categories, specifically; 1) a
$10,532 or 17% increase in management fees payable to the Sponsor
as a result of higher average net assets; 2) a $28,953 or a 43%
increase in professional fees related to auditing, legal and tax
preparation fees; 3) a $139,634 or 174% increase in distribution
and marketing expenses; 4) a $10,666 or 101% increase in custodian
fees and expenses; 5) a $7,310 or 77% increase in business permits
and licenses; 6) a $6,748 or 62% increase in general and
administrative expenses; 7) a $2,239 or 66% increase in brokerage
commissions due to an increase in contracts purchased and rolled;
and 8) a $4,800 or 129% 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 6.45% in 2018
and 4.07% in 2017. The management fee is calculated at an annual
rate of 1% of the Fund’s daily average net
assets.
122
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 June 30, 2018
and 2017, the Sponsor waived fees of $84,485 and $12,109. For the
six-month period ended June 30, 2018 and 2017, the Sponsor waived
fees of $271,706 and $218,142. 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 June 30, 2018 and 2017 were $155,798 and
$106,342, respectively. The total expense ratio net of expenses
waived by the Sponsor periods was 3.84% in 2018 and 3.67% in 2017.
Net investment loss, which includes the impact of expenses and
interest income, was 1.85% in 2018 and 2.58% in
2017.
Total expenses net of expenses
waived by the Sponsor (“Total expenses, net”) for the
six-month period ended June 30, 2018 and 2017 were $271,706 and
$218,142, respectively. The total expense ratio net of expenses
waived by the Sponsor periods was 3.84% in 2018 and 3.62% in 2017.
Net investment loss, which includes the impact of expenses and
interest income, was 1.99% in 2018 and 2.67% 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
soybean futures prices are impacted by a variety of factors. These
include, but are not limited to, the harvest in the fall, the
planting conditions in the spring, and the weather throughout the
critical germination and growing periods. Prices for soybean
futures are affected by the availability and demand for substitute
agricultural commodities, including corn and wheat. The price of
soybean futures contracts is also influenced by global economic
conditions, including the demand for exports to other countries.
Such factors will impact the performance of the Fund and the
results of operations on an ongoing basis. The Sponsor cannot
predict the impact of such factors.
Teucrium Sugar
Fund
The Teucrium Sugar Fund commenced
investment operations on September 19, 2011. The investment
objective of the Fund is to have the daily changes in percentage
terms of the Shares’ Net Asset Value (“NAV”)
reflect the daily changes in percentage terms of a weighted average
of the closing settlement prices for three futures contracts for
sugar (“Sugar Futures Contracts”) that are traded on
ICE Futures US (“ICE Futures”), specifically: (1) the
second-to-expire Sugar No. 11 Futures Contract (a “Sugar No.
11 Futures Contract”), weighted 35%, (2) the third-to-expire
Sugar No. 11 Futures Contract, weighted 30%, and (3) the Sugar No.
11 Futures Contract expiring in the March following the expiration
month of the third-to-expire contract, weighted
35%.
On June 30, 2018, the Fund had
1,950,004 shares outstanding and net assets of $14,851,592. This is
in comparison to 850,004 shares outstanding and net assets of
$8,192,411 on June 30, 2017 and 1,025,004 shares outstanding with
net assets of $8,499,709 on March 31, 2018. Shares outstanding
increased by 1,100,000 or 129% for the period ended June 30, 2018
when compared to June 30, 2017 and increased by 925,000 or 90% for
the period ended June 30, 2018 when compared to March 31, 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.
123
Total net assets for the Fund were
$14,851,592 on June 30, 2018 compared to $8,192,411 on June 30,
2017 and $8,499,709 on March 31, 2018. The Net Asset Values
(“NAV”) per share related to these balances were $7.62,
$9.64 and $8.29, respectively. This represents an increase in total
net assets for the year over year of 81%, driven by a combination
of an increase in total shares outstanding of 129% and a decrease
in the NAV per share of ($2.02) or 21%. When comparing June 30,
2018 with March 31, 2018, there was an increase in total net assets
of 75%, driven by an increase in total shares outstanding of 90%
and a decrease in the NAV per share of ($0.67) or 8%. The closing
prices per share for June 30, 2018 and 2017 and March 31, 2018, as
reported by the NYSE Arca, were $7.58, $9.63 and $8.31,
respectively. The change from June 30, 2018 over the same period
last year was a 21% decrease, and a 9% decrease from March 31,
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 June 30,
2018 and serves to illustrate the relative changes of these
components.
The total loss for the three-month
period ended June 30, 2018 was ($689,717) resulting primarily from
the net change in realized loss on commodity futures contracts
totaling ($1,028,754) and by a net change in unrealized
appreciation of commodity futures contracts of $278,275. Total loss
was ($1,575,978) in the same period of 2017. The total loss for the
six-month period ended June 30, 2018 was ($1,817,650) resulting
primarily from the net change in realized loss on commodity futures
contracts totaling ($1,297,867) and by a net change in unrealized
depreciation of commodity futures contracts of ($608,462). Total
loss was ($2,148,221) 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 three-month period ended June 30, 2018 and 2017, respectively,
was $60,762 and $19,921. For the six-month period ended June 30,
2018 and 2017, respectively, was $88,679 and $30,851. 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 June 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 June 30, 2018 were $182,157 and for the
same period in 2017 were $79,000. This represents a $103,157 or
131% increase for 2018 over 2017. The increase for 2018 was driven
by increases in all expense categories except business permits and
licenses fee, which decreased by ($2,467) or 43%. The increases
were; 1) a $12,352 or 65% increase in the management fee paid to
the Sponsor due to higher average net assets; 2) a $44,055 or 413%
increase in professional fees related to auditing, legal and tax
preparation fees; 3) a $36,729 or 123% increase in distribution and
marketing fees; 4) a $6,657 or 162% increase in custodian fees and
expenses; 5) a $1,413 or 23% increase in general and administrative
expenses; 7) a $2,288 or 105% increase in brokerage commissions due
to an increase in contracts purchased and rolled; and 8) a $2,130
or 184% 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 5.81% in 2018 and 4.16% 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
six-month period ended June 30, 2018 were $324,132 and for the same
period in 2017 were $128,636. This represents a $195,496 or 152%
increase for 2018 over 2017. The increase for 2018 was driven by
increases in all expense categories, specifically; 1) a $15,909 or
48% increase in the management fee paid to the Sponsor due to
higher average net assets; 2) a $58,813 or 263% increase in
professional fees related to auditing, legal and tax preparation
fees; 3) a $85,678 or 185% increase in distribution and marketing
fees; 4) a $11,554 or 181% increase in custodian fees and expenses;
5) a $11,655 or 148% increase in business permits and licenses
fees; 6) a $4,492 or 62% increase in general and administrative
expenses; and 7) a $2,782 or 72% increase in brokerage commissions
due to an increase in contracts purchased and rolled; and 8) a
$4,613 or 269% 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 6.64% in 2018 and 3.91%
in 2017. The management fee is calculated at an annual rate of 1%
of the Fund’s daily average net assets.
124
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 June 30, 2018
and 2017, the Sponsor waived fees of $66,209 and $25,286,
respectively. For the six-month period ended June 30, 2018 and
2017, the Sponsor waived fees of $146,899 and $38,364,
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 June 30, 2018 and 2017 were $115,948 and
$53,714, respectively. The total expense ratio net of expenses
waived by the Sponsor periods was 3.70% in 2018 and 2.83% in 2017.
Net investment loss, which includes the impact of expenses and
interest income, was 1.76% in 2018 and 1.78% in
2017.
Total expenses net of expenses
waived by the Sponsor (“Total expenses, net”) for the
six-month period ended June 30, 2018 and 2017 were $177,233 and
$90,272, respectively. The total expense ratio net of expenses
waived by the Sponsor periods was 3.63% in 2018 and 2.74% in 2017.
Net investment loss, which includes the impact of expenses and
interest income, was 1.81% in 2018 and 1.80% 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%.
On June 30, 2018, the Fund had
10,450,004 shares outstanding and net assets of $66,566,470. This
is in comparison to 9,900,004 shares outstanding and net assets of
$77,583,718 on June 30, 2017 and 10,475,004 shares outstanding with
net assets of $64,839,083 on March 31, 2018. Shares outstanding
increased by 550,000 or 6% for the period ended June 30, 2018 when
compared to June 30, 2017 and decreased by 25,000 or 0% for the
period ended June 30, 2018 when compared to March 31, 2018. This
increase year over year was, in the opinion of management, due to
the low price of wheat relative to recent years which accelerated
investor interest.
Total net assets for the Fund were
$66,566,470 on June 30, 2018 compared to $77,583,718 on June 30,
2017 and $64,839,083 on March 31, 2018. The Net Asset Values
(“NAV”) per share related to these balances were $6.37,
$7.84 and $6.19, respectively. This represents a decrease in total
net assets for the year over year of 14% which was driven by a
combination of an increase in total shares outstanding of 6% and a
change in the NAV per share which decreased by ($1.47) or 19%. When
comparing June 30, 2018 with March 31, 2018, there was an increase
in total net assets of 3%, driven by an increase in the NAV per
share of $0.18 or 3%. The closing prices per share for June 30,
2018 and 2017 and March 31, 2018, as reported by the NYSE Arca,
were $6.38, $7.83 and $6.20, respectively. The change from June 30,
2018 over the same period last year was an 19% decrease, and a 3%
increase from March 31, 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 June 30,
2018 and serves to illustrate the relative changes of these
components.
125
The total income for the
three-month period ended June 30, 2018 was $2,560,956 resulting
primarily from the net change in realized gain on commodity futures
contracts totaling $3,567,188 and by a net change in unrealized
depreciation of commodity futures contracts of ($1,350,213). Total
gain was $10,004,367 in the same period of 2017. The total income
for the six-month period ended June 30, 2018 was $5,257,184
resulting primarily from the net change in realized gain on
commodity futures contracts totaling $4,899,850 and by a net change
in unrealized depreciation of commodity futures contracts of
($262,050). Total gain was $10,929,061 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 three-month period ended June 30, 2018 and 2017, respectively,
was $343,981 and $182,942. For the six-month period ended June 30,
2018 and 2017, respectively, was $619,384 and $320,223. 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 June 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 June 30, 2018 were $772,566 and for the
same period in 2017 were $615,698. This represents a $156,868 or
25% increase year over year. The increase for 2018 over 2017 was
driven by increases in all expense categories, specifically: 1) a
$2,089 or 1% increase in management fee paid to the Sponsor due to
higher average net assets; 2) a $42,955 or 38% increase in
professional fees related to auditing, legal and tax preparation
fees; 3) a $74,491 or 31% increase in distribution and marketing
fees;4) a $12,305 or 33% increase in custodian fees and expenses;5)
a $3,997 or 79% increase in business permits and license fees; 6) a
$11,436 or 41% increase in general and administrative expenses; 7)
a $2,990 or 20% increase in brokerage commissions due to an
increase in contracts purchased and rolled;and 8) a $6,605 or 73%
increase in other expenses. The total expense ratio gross of
expenses waived by the Sponsor for these years was 4.54% in 2018
and 3.66% 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
six-month period ended June 30, 2018 were $1,428,694 and for the
same period in 2017 were $1,209,970. This represents a $218,724 or
18% increase year over year. The increase for 2018 over 2017 was
driven by increases in all expense categories, specifically: 1) a
$1,129 increase in management fee paid to the Sponsor due to higher
average net assets; 2) a $43,187 or 19% increase in professional
fees related to auditing, legal and tax preparation fees; 3) a
$129,224 or 28% increase in distribution and marketing fees; 4) a
$13,156 or 18% increase in custodian fees and expenses; 5) a $6,383
or 52% increase in business permits and license fees; 6) a $6,439
or 12% increase in general and administrative expenses; 7) a $7,298
or 26% increase in brokerage commissions due to an increase in
contracts purchased and rolled; and 8) a $11,908 or 71% increase in
other expenses. The total expense ratio gross of expenses waived by
the Sponsor for these years was 4.26% in 2018 and 3.62% in 2017.
The management fee is calculated at an annual rate of 1% of the
Fund’s daily average net assets. The management fee is
calculated at an annual rate of 1% of the Fund’s daily
average net assets.
126
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 and six-month periods ending June
30, 2018, the Sponsor waived fees of $121,015 and $144,784,
respectively. The Sponsor did not waive any fees for the same
periods in 2017. 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 June 30, 2018 and 2017 were $651,551 and
$615,698, 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 1.81% in 2018 and 2.58% in
2017.
Total expenses net of expenses
waived by the Sponsor (“Total expenses, net”) for the
six-month period ended June 30, 2018 and 2017 were $1,283,910 and
$1,209,970, respectively. The total expense ratio net of expenses
waived by the Sponsor periods was 3.83% in 2018 and 3.62% in 2017.
Net investment loss, which includes the impact of expenses and
interest income, was 1.98% in 2018 and 2.66% 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 wheat
futures prices are impacted by a variety of factors. These include,
but are not limited to, the harvest in the fall, the planting
conditions in the spring, and the weather throughout the critical
germination and growing periods. Prices for wheat futures are
affected by the availability and demand for substitute agricultural
commodities, including corn and soybeans. The price of wheat
futures contracts is also influenced by global economic conditions,
including the demand for exports to other countries. Such factors
will impact the performance of the Fund and the results of
operations on an ongoing basis. The Sponsor cannot predict the
impact of such factors.
Teucrium Agricultural
Fund
The Teucrium Agricultural Fund
commenced operation on March 28, 2012. The investment objective of
the Fund is to have the daily changes in percentage terms of the
Net Asset Value (“NAV”) of its common units
(“Shares”) reflect the daily changes in percentage
terms of a weighted average (the “Underlying Fund
Average”) of the NAVs per share of four other commodity pools
that are series of the Trust and are sponsored by the Sponsor: the
Teucrium Corn Fund (“CORN”), the Teucrium Wheat Fund
(“WEAT”), the Teucrium Soybean Fund
(“SOYB”) and the Teucrium Sugar Fund
(“CANE”) (collectively, the “Underlying
Funds”). The Underlying Fund Average will have a weighting of
25% to each Underlying Fund, and the Fund’s assets will be
rebalanced, generally on a daily basis, to maintain the approximate
25% allocation to each Underlying Fund. The Fund does not intend to
invest directly in futures contracts (“Futures
Contracts”), although it reserves the right to do so in the
future, including if an Underlying Fund ceases
operations.
The investment objective of each
Underlying Fund is to have the daily changes in percentage terms of
its shares’ NAV reflect the daily changes in percentage terms
of a weighted average of the closing settlement prices for certain
Futures Contracts for the commodity specified in the Underlying
Fund’s name. (This weighted average is referred to herein as
the Underlying Fund’s “Benchmark,” the Futures
Contracts that at any given time make up an Underlying Fund’s
Benchmark are referred to herein as the Underlying Fund’s
“Benchmark Component Futures Contracts,” and the
commodity specified in the Underlying Fund’s name is referred
to herein as its “Specified Commodity.”) Specifically,
the Teucrium Corn Fund’s Benchmark is: (1) the
second-to-expire Futures Contract for corn traded on the Chicago
Board of Trade (“CBOT”), weighted 35%, (2) the
third-to-expire CBOT corn Futures Contract, weighted 30%, and (3)
the CBOT corn Futures Contract expiring in the December following
the expiration month of the third-to-expire contract, weighted 35%.
The Teucrium Wheat Fund’s Benchmark is: (1) the
second-to-expire CBOT wheat Futures Contract, weighted 35%, (2) the
third-to-expire CBOT wheat Futures Contract, weighted 30%, and (3)
the CBOT wheat Futures Contract expiring in the December following
the expiration month of the third-to-expire contract, weighted 35%.
The Teucrium Soybean Fund’s Benchmark is: (1) the
second-to-expire CBOT soybean Futures Contract, weighted 35%, (2)
the third-to-expire CBOT soybean Futures Contract, weighted 30%,
and (3) the CBOT soybean Futures Contract expiring in the November
following the expiration month of the third-to-expire contract,
weighted 35%, except that CBOT soybean Futures Contracts expiring
in August and September will not be part of the Teucrium Soybean
Fund’s Benchmark because of the less liquid market for these
Futures Contracts. The Teucrium Sugar Fund’s Benchmark is:
(1) the second-to-expire Sugar No. 11 Futures Contract traded on
ICE Futures US (“ICE Futures”), weighted 35%, (2) the
third-to-expire ICE Futures Sugar No. 11 Futures Contract, weighted
30%, and (3) the ICE Futures Sugar No. 11 Futures Contract expiring
in the March following the expiration month of the third-to-expire
contract, weighted 35%.
On June 30, 2018, the Fund had
75,002 shares outstanding and net assets of $1,583,335. This is in
comparison to 50,002 shares outstanding and net assets of
$1,254,477 on June 30, 2017 and 50,002 shares outstanding with net
assets of $1,139,669 on March 31, 2018. The Net Asset Values
(“NAV”) per share related to these balances were
$21.11, $25.09 and $22.79, respectively. This represents an
increase in total net assets for the year over year of 26% which
was driven by a combination of a 50% increase in total shares
outstanding and a decrease in the NAV per share of ($3.98) or 16%.
When comparing June 30, 2018 with March 31, 2018, there was an
increase in total net assets of 39%, which was driven by a
combination of a 50% increase in total shares outstanding and a
decrease in the NAV per share of ($1.68) or 7%. The closing prices
per share for June 30, 2018 and 2017 and March 31, 2018, as
reported by the NYSE Arca, were $21.22, $24.80, and $24.25,
respectively. The change from June 30, 2018 over the same period
last year was an 14% decrease, and a 12% decrease from March 31,
2018.
127
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 June 30,
2018 and serves to illustrate the relative changes of these
components.
Total loss for the three-month
period ended June 30, 2018 was ($133,431) resulting from the
realized loss on the securities of the Underlying Funds totaling
($90,974) and a loss generated by the unrealized depreciation on
the securities of the Underlying Funds of ($42,469). Total loss for
the same period in 2017 was ($19,522). Total loss for the six-month
period ended June 30, 2018 was ($129,987) resulting from the
realized loss on the securities of the Underlying Funds totaling
($173,192) and a gain generated by the unrealized appreciation on
the securities of the Underlying Funds of $43,186. Total loss for
the same period in 2017 was ($58,675). 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 June 30, 2018 were $12,096 and for the
same period in 2017 were $7,036. This represents a $5,060 or 72%
increase for 2018 over 2017. The increase for 2018 was driven by
increases in all expense categories, specifically; 1) a $3,427 or
152% increase in professional fees related to auditing, legal and
tax preparation fees; 2) a $1,442 or 45% increase in distribution
and marketing fees; 3) a $63 or 11% increase in custodian fees and
expenses; 4) a $49 or 700% increase in business permits and
licenses; 5) a $49 or 6% increase in general and administrative and
expenses; and 6) a $30 or 20% increase in other expenses. The total
expense ratio gross of expenses waived by the Sponsor were 2.99% in
2018 and 2.27% in 2017.
128
Total expenses gross of expenses
waived by the Sponsor and reimbursement to the Sponsor for
previously waived expenses (“Total expenses”) for the
six-month period ended June 30, 2018 were $30,725 and for the same
period in 2017 were $30,390. This represents a $335 increase for
2018 over 2017. The increase for 2018 was driven by increases in:
1) a $504 or 8% increase in professional fees related to auditing,
legal and tax preparation fees;2) a $22 or 2% increase in custodian
fees and expenses;3) a $204 or 17% increase in general and
administrative and expenses; and 6) a $52 or 15% increase in other
expenses. The increases were partially offset by;1) a ($371) or 4%
decrease in distribution and marketing fees; and 2) a $76 or 1%
decrease in business permits and licenses. The total expense ratio
gross of expenses waived by the Sponsor were 4.47% in 2018 and
4.72% 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 June 30, 2018
and 2017, the Sponsor waived fees of $10,086 and $5,489,
respectively. For the six-month period ended June 30, 2018 and
2017, the Sponsor waived fees of $27,301 and $27,172, 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 June 30, 2018 and 2017 were $2,010 and
$1,547, 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.
Total expenses net of expenses
waived by the Sponsor (“Total expenses, net”) for the
six-month period ended June 30, 2018 and 2017 were $3,424 and
$3,218, 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.
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 34% of all the corn globally, of which about 16% will
be exported. For 2018-2019, based on the July 2018 USDA reports,
global consumption of 1,094 Million Metric Tons (MMT) is expected
to be slightly higher than global production of 1,054 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.
129
According to the USDA, global corn
consumption has increased by 460% 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 77.1 million people in
the 2018-19 timeframe and reach 9.4 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 July 12, 2018, for
each person added to the 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.
130
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 May 2018.
131
On July 12, 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.
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 all contract 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 will rise as
it approaches expiration. Over time, if backwardation remained
constant, the differences would continue to increase. If the
futures market is in contango, the Fund will buy later-to-expire
contracts for a higher price than the sooner-to-expire contracts
that it sells. Hypothetically, and assuming no other changes to
either prevailing corn prices or the price relationship between the
spot price, soon-to-expire contracts and later-to-expire contracts,
the value of a contract will fall as it approaches expiration. Over
time, if contango remained constant, the difference would continue
to increase. Historically, the corn futures markets have
experienced periods of both contango and backwardation. Frequently,
whether contango or backwardation exists is a function, among other
factors, of the seasonality of the corn market and the corn harvest
cycle. 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 117 MMT of soybeans or approximately 33% of estimated
world production, with Brazil production at 121 MMT. Argentina is
projected to produce about 57 MMT. For 2018-19, based on the July
2018 USDA report, global consumption of 354 MMT is estimated
slightly less than global production of 359 MMT. If the global
supply of soybeans exceeds global demand, this may have an adverse
impact on the price of soybeans. The USDA publishes weekly,
monthly, quarterly and annual updates for U.S. domestic and
worldwide soybean production and consumption. These reports are
available on the USDA’s website, www.usda.gov, at no
charge.
The soybean processing industry
converts soybeans into soybean meal, soybean hulls, and soybean
oil. Soybean meal and soybean hulls are processed into soy flour or
soy protein, which are used, along with other commodities, by
livestock producers and the farm fishing industry as feed. Soybean
oil is sold in multiple grades and is used by the food, petroleum
and chemical industries. The food industry uses soybean oil in
cooking and salad dressings, baking and frying fats, and butter
substitutes, among other uses. In addition, the soybean industry
continues to introduce soy-based products as substitutes to various
petroleum-based products including lubricants, plastics, ink,
crayons and candles. Soybean oil is also converted to biodiesel for
use as fuel.
132
Standard Soybean Futures Contracts
trade on the CBOT in units of 5,000 bushels, although 1,000 bushel
“mini-sized” Soybean Futures Contracts also trade.
Three grades of soybean are deliverable under CBOT Soybean Futures
Contracts: Number 1 yellow, which may be delivered at 6 cents per
bushel over the contract price; Number 2 yellow, which may be
delivered at the contract price; and Number 3 yellow, which may be
delivered at 6 cents per bushel under the contract price. There are
seven months each year in which CBOT Soybean Futures Contracts
expire: January, March, May, July, August, September and
November.
If the futures market is in a state
of backwardation (i.e., when the price of soybeans in the future is
expected to be less than the current price), the Fund will buy
later-to-expire contracts for a lower price than the
sooner-to-expire contracts that it sells. Hypothetically, and
assuming no changes to either prevailing soybean prices or the
price relationship between immediate delivery, soon-to-expire
contracts and later-to-expire contracts, the value of a contract
will rise as it approaches expiration. If the futures market is in
contango, the Fund will buy later-to-expire contracts for a higher
price than the sooner-to-expire contracts that it sells.
Hypothetically, and assuming no other changes to either prevailing
soybean prices or the price relationship between the spot price,
soon-to-expire contracts and later-to-expire contracts, the value
of a contract will fall as it approaches expiration. Historically,
the soybeans futures markets have experienced periods of both
contango and backwardation. Frequently, whether contango or
backwardation exists is a function, among other factors, of the
seasonality of the soybean market and the soybean harvest cycle.
All other things being equal, a situation involving prolonged
periods of 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 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 May 2018.
133
On July 12, 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.
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.
134
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 188 million metric tons, up from the
USDA’s forecast from November 2017. The USDA’s May 2018
report estimated that record global consumption of 177 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. 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.
135
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.
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. generates
approximately 7% of the global production, with approximately 52%
of that being exported. For 2018-19, based on the July 2018 USDA
report, global consumption of 749 MMT is estimated to be slightly
higher than production of 736 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 May
2018.
136
On July 12, 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.
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.
137
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.
The NYSE Arca disseminates the
indicative fund value through the facilities of CTA/CQ High Speed
Lines. In addition, the indicative fund value is published on the
NYSE Arca’s website and is available through on-line
information services such as Bloomberg and
Reuters.
Dissemination of the indicative
fund values provides additional information that is not otherwise
available to the public and is useful to investors and market
professionals in connection with the trading of Shares of the Funds
on the NYSE Arca. Investors and market professionals are able
throughout the trading day to compare the market price of each Fund
and its indicative fund value. If the market price of the Shares of
a Fund diverges significantly from the indicative fund value,
market professionals may have an incentive to execute arbitrage
trades. For example, if the Fund appears to be trading at a
discount compared to the indicative fund value, a market
professional could buy Fund Shares on the NYSE Arca, aggregate them
into Redemption Baskets, and receive the NAV of such Shares by
redeeming them to the Trust, provided that there is not a minimum
number of shares outstanding for the Fund. Such arbitrage trades
can tighten the tracking between the market price of the Fund and
the indicative fund value.
138
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.
|
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.
|
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 reported cash equivalents in
the statements of assets and liabilities at market value, or at
carrying amounts that approximate fair value, because of their
highly-liquid nature and short-term maturities. The Funds have a
substantial portion of its assets on deposit with banks. Assets
deposited with financial institutions may, at times, exceed
federally insured limits.
|
139
5.
|
The use of fair value to measure
financial instruments, with related unrealized gains or losses
recognized in earnings in each period is fundamental to the
Trust’s financial statements. In accordance with GAAP, fair
value is defined as the price that would be received to sell an
asset or paid to transfer a liability (i.e., the “exit
price”) in an orderly transaction between market participants
at the measurement date.
In determining fair value, the
Trust uses various valuation approaches. In accordance with GAAP, a
fair value hierarchy for inputs is used in measuring fair value
that maximizes the use of observable inputs and minimizes the use
of unobservable inputs by requiring that the most observable inputs
be used when available. Observable inputs are those that market
participants would use in pricing the asset or liability based on
market data obtained from sources independent of the Trust.
Unobservable inputs reflect the Trust’s assumptions about the
inputs market participants would use in pricing the asset or
liability developed based on the best information available in the
circumstances. The fair value hierarchy is categorized into three
levels: a) Level 1 - Valuations based on unadjusted quoted prices
in active markets for identical assets or liabilities that the
Trust has the ability to access. Valuation adjustments and block
discounts are not applied to Level 1 securities and financial
instruments. Since valuations are based on quoted prices that are
readily and regularly available in an active market, valuation of
these securities and financial instruments does not entail a
significant degree of judgment, b) Level 2 - Valuations based on
quoted prices in markets that are not active or for which all
significant inputs are observable, either directly or indirectly,
and c) Level 3 - Valuations based on inputs that are unobservable
and significant to the overall fair value measurement. See the
notes within the financial statements for further
information.
The Funds and the Trust record
their derivative activities at fair value. Gains and losses from
derivative contracts are included in the statement of operations.
Derivative contracts include futures contracts related to commodity
prices. Futures, which are listed on a national securities
exchange, such as the CBOT or the New York Mercantile Exchange
(“NYMEX”), or reported on another national market, are
generally categorized in Level 1 of the fair value hierarchy. OTC
derivatives contracts (such as forward and swap contracts) which
may be valued using models, depending on whether significant inputs
are observable or unobservable, are categorized in Levels 2 or 3 of
the fair value hierarchy.
|
6.
|
Brokerage commissions on all open
commodity futures contracts are accrued on a full-turn
basis.
|
7.
|
Margin is the minimum amount of
funds that must be deposited by a commodity interest trader with
the trader’s broker to initiate and maintain an open position
in futures contracts. A margin deposit acts to assure the
trader’s performance of the futures contracts purchased or
sold. Futures contracts are customarily bought and sold on initial
margin that represents a very small percentage of the aggregate
purchase or sales price of the contract. Because of such low margin
requirements, price fluctuations occurring in the futures markets
may create profits and losses that, in relation to the amount
invested, are greater than are customary in other forms of
investment or speculation. As discussed below, adverse price
changes in the futures contract may result in margin requirements
that greatly exceed the initial margin. In addition, the amount of
margin required in connection with a particular futures contract is
set from time to time by the exchange on which the contract is
traded and may be modified from time to time by the exchange during
the term of the contract. Brokerage firms, such as the Funds’
clearing brokers, carrying accounts for traders in commodity
interest contracts generally require higher amounts of margin as a
matter of policy to further protect themselves. Over-the-counter
trading generally involves the extension of credit between
counterparties, so the counterparties may agree to require the
posting of collateral by one or both parties to address credit
exposure.
When a trader purchases an option,
there is no margin requirement; however, the option premium must be
paid in full. When a trader sells an option, on the other hand, he
or she is required to deposit margin in an amount determined by the
margin requirements established for the underlying interest and, in
addition, an amount substantially equal to the current premium for
the option. The margin requirements imposed on the selling of
options, although adjusted to reflect the probability that
out-of-the-money options will not be exercised, can in fact be
higher than those imposed in dealing in the futures markets
directly. Complicated margin requirements apply to spreads and
conversions, which are complex trading strategies in which a trader
acquires a mixture of options positions and positions in the
underlying interest.
Ongoing or
“maintenance” margin requirements are computed each day
by a trader’s clearing broker. When the market value of a
particular open futures contract changes to a point where the
margin on deposit does not satisfy maintenance margin requirements,
a margin call is made by the broker. If the margin call is not met
within a reasonable time, the broker may close out the
trader’s position. With respect to the Funds’ trading,
the Funds (and not its shareholders personally) are subject to
margin calls.
Finally, many major U.S. exchanges
have passed certain cross margining arrangements involving
procedures pursuant to which the futures and options positions held
in an account would, in the case of some accounts, be aggregated,
and margin requirements would be assessed on a portfolio basis,
measuring the total risk of the combined
positions.
|
140
8.
|
Due from/to broker for investments
in financial instruments are securities transactions pending
settlement. The Trust and TAGS are subject to credit risk to the
extent any broker with whom it conducts business is unable to
fulfill contractual obligations on its behalf. The management of
the Trust and the Funds monitors the financial condition of such
brokers and does not anticipate any losses from these
counterparties. Since the inception of the Fund, the principal
broker through which the Trust and TAGS clear securities
transactions for TAGS is the Bank of New York Mellon Capital
Markets.
|
9.
|
The investment objective of TAGS is
to have the daily changes in percentage terms of the Net Asset
Value (“NAV”) of its common units
(“Shares”) reflect the daily changes in percentage
terms of a weighted average (the “Underlying Fund
Average”) of the NAVs per share of four other commodity pools
that are series of the Trust and are sponsored by the Sponsor: the
Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean
Fund and the Teucrium Sugar Fund (collectively, the
“Underlying Funds”). The Underlying Fund Average will
have a weighting of 25% to each Underlying Fund, and the
Fund’s assets will be rebalanced, generally on a daily basis,
to maintain the approximate 25% allocation to each Underlying Fund.
As such, TAGS will buy, sell and hold as part of its normal
operations shares of the four Underlying Funds. The Trust excludes
the shares of the other series of the Trust owned by the Teucrium
Agricultural Fund from its statements of assets and liabilities.
The Trust excludes the net change in unrealized appreciation or
depreciation on securities owned by the Teucrium Agricultural Fund
from its statements of operations. Upon the sale of the Underlying
Funds by the Teucrium Agricultural Fund, the Trust includes any
realized gain or loss in its statements of changes in net
assets.
|
10.
|
For 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.
|
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.
The Sponsor will attempt to manage
the credit risk of each Fund by following certain trading
limitations and policies. In particular, each Fund intends to post
margin and collateral and/or hold liquid assets that will be equal
to approximately the face amount of the Interests it holds. The
Sponsor will implement procedures that will include, but will not
be limited to, executing and clearing trades and entering into
over-the-counter transactions only with parties it deems
creditworthy and/or requiring the posting of collateral by such
parties for the benefit of each Fund to limit its credit
exposure.
The CEA requires all FCMs, such as
the Funds’ clearing brokers, to meet and maintain specified
fitness and financial requirements, to segregate customer funds
from proprietary funds and account separately for all
customers’ funds and positions, and to maintain specified
books and records open to inspection by the staff of the CFTC. The
CFTC has similar authority over introducing brokers, or persons who
solicit or accept orders for commodity interest trades but who do
not accept margin deposits for the execution of trades. The CEA
authorizes the CFTC to regulate trading by FCMs and by their
officers and directors, permits the CFTC to require action by
exchanges in the event of market emergencies, and establishes an
administrative procedure under which customers may institute
complaints for damages arising from alleged violations of the CEA.
The CEA also gives the states powers to enforce its provisions and
the regulations of the CFTC.
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 96% 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 overthecounter 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.
141
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.
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 nontraditional
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 and audits of its existing members. Neither the Trust
nor the Funds are required to become a member of the NFA. The
regulation of commodity interest transactions in the United States
is a rapidly changing area of law and is subject to ongoing
modification by governmental and judicial action. As noted above,
considerable regulatory attention has been focused on
nontraditional 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.
142
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.
The DoddFrank Wall Street
Reform and Consumer Protection Act (the “DoddFrank
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 DoddFrank 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 overthecounter market, but are now
designated as subject to the clearing requirement. and margin
requirements for overthecounter swaps that are not
subject to the clearing requirements.
143
The DoddFrank 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 DoddFrank
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 DoddFrank 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
DoddFrank 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 June
30, 2018, it had fulfilled in a timely manner all DoddFrank
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 15c61(a)) under
the Securities Exchange Act of 1934 to shorten the standard
settlement cycle for most brokerdealer 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 brokerdealers
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, nonUS futures
exchanges, or in overthecounter 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 NoAction Relief Letter No.
1737 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.
144
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
|
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 June 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 provisions relating to certain risks
service providers undertake in performing services which are in the
best interests of the Funds. While the exposure of each Fund under
these indemnification provisions cannot be estimated, they are not
expected to have a material impact on the financial positions of
each Fund.
145
Redemption Basket
Obligation
Other than as necessary to meet the
investment objective of the Funds and pay the contractual
obligations described below, the Funds will require liquidity to
redeem Redemption Baskets. Each Fund intends to satisfy this
obligation through the transfer of cash of the Fund (generated, if
necessary, through the sale of Treasury Securities) in an amount
proportionate to the number of units being
redeemed.
Contractual
Obligations
The primary contractual obligations
of each Fund will be with the Sponsor and certain other service
providers. Except for TAGS, which has no management fee, the
Sponsor, in return for its services, will be entitled to a
management fee calculated as a fixed percentage of each
Fund’s NAV, currently 1.00% of its average net assets. Each
Fund will also be responsible for all ongoing fees, costs and
expenses of its operation, including (i) brokerage and other fees
and commissions incurred in connection with the trading activities
of the Fund; (ii) expenses incurred in connection with registering
additional Shares of the Fund or offering Shares of the Fund; (iii)
the routine expenses associated with the preparation and, if
required, the printing and mailing of monthly, quarterly, annual
and other reports required by applicable U.S. federal and state
regulatory authorities, Trust meetings and preparing, printing and
mailing proxy statements to Shareholders; (iv) the payment of any
distributions related to redemption of Shares; (v) payment for
routine services of the Trustee, legal counsel and independent
accountants; (vi) payment for routine accounting, bookkeeping,
custodial and transfer agency services, whether performed by an
outside service provider or by affiliates of the Sponsor; (vii)
postage and insurance; (viii) costs and expenses associated with
client relations and services; (ix) costs of preparation of all
federal, state, local and foreign tax returns and any taxes payable
on the income, assets or operations of the Fund; and (xi)
extraordinary expenses (including, but not limited to, legal claims
and liabilities and litigation costs and any indemnification
related thereto).
While the Sponsor 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.
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.
146
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
The Funds are new and have a
limited operating history. Investing in Commodity Interests
subjects the Funds to the risks of the underlying commodity market,
and this could result in substantial fluctuations in the price of
each Fund’s Shares. Unlike mutual funds, the Funds generally
will not distribute dividends to Shareholders. Investors may choose
to use the Funds as a means of investing indirectly in the
underlying commodity, and there are risks involved in such
investments. The Sponsor has limited experience operating a
commodity pool. Investors may choose to use the Funds as vehicles
to hedge against the risk of loss, and there are risks involved in
hedging activities.
During the period from January 1,
2018 through June 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
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.
147
SOYB
The performance data above for the
Teucrium Soybean Fund represents past performance. Past performance
is not a guarantee of future results. Investment return and value
of the Fund’s Shares will fluctuate so that an
investor’s Shares, when sold, may be worth more or less than
their original cost. Performance may be lower or higher than
performance data quoted.
CANE
The performance data above for the
Teucrium Sugar Fund represents past performance. 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.
148
WEAT
The performance data above for the
Teucrium Wheat Fund represents past performance. Past performance
is not a guarantee of future results. Investment return and value
of the Fund’s Shares will fluctuate so that an
investor’s Shares, when sold, may be worth more or less than
their original cost. Performance may be lower or higher than
performance data quoted.
TAGS
The performance data above for the
Teucrium Agricultural Fund represents past performance. Past
performance is not a guarantee of future results. Investment return
and value of the Fund’s Shares will fluctuate so that an
investor’s Shares, when sold, may be worth more or less than
their original cost. Performance may be lower or higher than
performance data quoted.
Beginning on 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 situation has
generated a situation, at times, in which the spread between
bid/ask midpoint at 4pm and the NAV falls outside of the “1
to 49” or “-1 to -49” range. The situation does
not affect the actual NAV of the Fund. As of April 11, 2018, there
were 75,005 shares outstanding.
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.
149
Item 3. Quantitative and Qualitative
Disclosures About Market Risk
Market
Risk
The discussion and analysis which follows may
contain trend analysis and other forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934
which reflect our current views with respect to future events and
financial results. Words such as “anticipate,”
“expect,” “intend,” “plan,”
“believe,” “seek,” “outlook”
and “estimate,” as well as similar words and phrases,
signify forward-looking statements. The Trust’s
forward-looking statements are not guarantees of future results and
conditions, and important factors, risks and uncertainties may
cause our actual results to differ materially from those expressed
in our forward-looking statements.
You should not place undue reliance on any
forward-looking statements. Except as expressly required by the
Federal securities laws, the Sponsor undertakes no obligation to
publicly update or revise any forward-looking statements or the
risks, uncertainties or other factors described in this Report, as
a result of new information, future events or changed circumstances
or for any other reason after the date of this
Report.
Trading in Commodity Interests such
as Futures Contracts will involve the Funds entering into
contractual commitments to purchase or sell specific amounts of
commodities at a specified date in the future. The gross or face
amount of the contracts is expected to significantly exceed the
future cash requirements of each Fund as each Fund intends to close
out any open positions prior to the contractual expiration date. As
a result, each Fund’s market risk is the risk of loss arising
from the decline in value of the contracts, not from the need to
make delivery under the contracts. The Funds consider the
“fair value” of derivative instruments to be the
unrealized gain or loss on the contracts. The market risk
associated with the commitment by the Funds to purchase a specific
commodity will be limited to the aggregate face amount of the
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 June 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.
150
CORN:
|
June 30, 2018 as
Reported
|
|
10%
Decrease
|
15%
Decrease
|
20%
Decrease
|
10%
Increase
|
15%
Increase
|
20%
Increase
|
|
Holdings as of June 30,
2018
|
Number of Contracts Held
|
Closing Price
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
CBOT Corn Futures
SEP18
|
1,422
|
$3.5425
|
$25,560,450
|
$23,004,405
|
$21,726,383
|
$20,448,360
|
$28,116,495
|
$29,394,518
|
$30,672,540
|
CBOT Corn Futures
DEC18
|
1,180
|
$3.7125
|
$21,903,750
|
$19,713,375
|
$18,618,188
|
$17,523,000
|
$24,094,125
|
$25,189,313
|
$26,284,500
|
CBOT Corn Futures
DEC19
|
1,302
|
$3.9450
|
$25,681,950
|
$23,113,755
|
$21,829,658
|
$20,545,560
|
$28,250,145
|
$29,534,243
|
$30,818,340
|
Total
CBOT Corn Futures
|
|
|
$73,146,150
|
$65,831,535
|
$62,174,229
|
$58,516,920
|
$80,460,765
|
$84,118,074
|
$87,775,380
|
|
|
|
|
|
|
|
|
|
|
Shares
outstanding
|
|
|
4,450,004
|
4,450,004
|
4,450,004
|
4,450,004
|
4,450,004
|
4,450,004
|
4,450,004
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share
attributable directly to
CBOT Corn
Futures
|
|
$16.44
|
$14.79
|
$13.97
|
$13.15
|
$18.08
|
$18.90
|
$19.72
|
|
Total Net Asset Value per
Share as reported
|
|
|
$16.43
|
|
|
|
|
|
|
Change in the Net Asset
Value per Share
|
|
|
|
$(1.64)
|
$(2.47)
|
$(3.29)
|
$1.64
|
$2.47
|
$3.29
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net
Asset Value per Share
|
|
|
|
-10.00%
|
-15.01%
|
-20.01%
|
10.00%
|
15.01%
|
20.01%
|
SOYB
|
June 30, 2018 as
Reported
|
|
10%
Decrease
|
15%
Decrease
|
20%
Decrease
|
10%
Increase
|
15%
Increase
|
20%
Increase
|
|
Holdings as of June 30,
2018
|
Number of Contracts Held
|
Closing Price
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
CBOT Soybean Futures
NOV18
|
135
|
$8.8000
|
$5,940,000
|
$5,346,000
|
$5,049,000
|
$4,752,000
|
$6,534,000
|
$6,831,000
|
$7,128,000
|
CBOT Soybean Futures
JAN19
|
115
|
$8.8900
|
$5,111,750
|
$4,600,575
|
$4,344,988
|
$4,089,400
|
$5,622,925
|
$5,878,513
|
$6,134,100
|
CBOT Soybean Futures
NOV19
|
133
|
$9.0125
|
$5,993,313
|
$5,393,981
|
$5,094,316
|
$4,794,650
|
$6,592,644
|
$6,892,309
|
$7,191,975
|
Total
CBOT Soybean Futures
|
|
|
$17,045,063
|
$15,340,556
|
$14,488,304
|
$13,636,050
|
$18,749,569
|
$19,601,822
|
$20,454,075
|
|
|
|
|
|
|
|
|
|
|
Shares
outstanding
|
|
|
1,050,004
|
1,050,004
|
1,050,004
|
1,050,004
|
1,050,004
|
1,050,004
|
1,050,004
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share
attributable directly to
CBOT Soybean
Futures
|
|
$16.23
|
$14.61
|
$13.80
|
$12.99
|
$17.86
|
$18.67
|
$19.48
|
|
Total Net Asset Value per
Share as reported
|
|
|
$16.22
|
|
|
|
|
|
|
Change in the Net Asset
Value per Share
|
|
|
|
$(1.62)
|
$(2.43)
|
$(3.25)
|
$1.62
|
$2.43
|
$3.25
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net
Asset Value per Share
|
|
|
|
-10.01%
|
-15.01%
|
-20.02%
|
10.01%
|
15.01%
|
20.02%
|
151
CANE:
|
June 30, 2018 as
Reported
|
|
10%
Decrease
|
15%
Decrease
|
20%
Decrease
|
10%
Increase
|
15%
Increase
|
20%
Increase
|
|
Holdings as of June 30,
2018
|
Number of Contracts Held
|
Closing Price
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
ICE #11 Sugar Futures
MAR19
|
357
|
$0.1295
|
$5,177,928
|
$4,660,135
|
$4,401,239
|
$4,142,342
|
$5,695,721
|
$5,954,617
|
$6,213,514
|
ICE #11 Sugar Futures
MAY19
|
305
|
$0.1304
|
$4,454,464
|
$4,009,018
|
$3,786,294
|
$3,563,571
|
$4,899,910
|
$5,122,634
|
$5,345,357
|
ICE #11 Sugar Futures
MAR20
|
338
|
$0.1382
|
$5,231,699
|
$4,708,529
|
$4,446,944
|
$4,185,359
|
$5,754,869
|
$6,016,454
|
$6,278,039
|
Total
ICE #11 Sugar Futures
|
|
|
$14,864,091
|
$13,377,682
|
$12,634,477
|
$11,891,272
|
$16,350,500
|
$17,093,705
|
$17,836,910
|
|
|
|
|
|
|
|
|
|
|
Shares
outstanding
|
|
|
1,950,004
|
1,950,004
|
1,950,004
|
1,950,004
|
1,950,004
|
1,950,004
|
1,950,004
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share
attributable directly to
ICE #11 Sugar
Futures
|
|
$7.62
|
$6.86
|
$6.48
|
$6.10
|
$8.38
|
$8.77
|
$9.15
|
|
Total Net Asset Value per
Share as reported
|
|
|
$7.62
|
|
|
|
|
|
|
Change in the Net Asset
Value per Share
|
|
|
|
$(0.76)
|
$(1.14)
|
$(1.52)
|
$0.76
|
$1.14
|
$1.52
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net
Asset Value per Share
|
|
|
|
-10.01%
|
-15.01%
|
-20.02%
|
10.01%
|
15.01%
|
20.02%
|
WEAT:
|
June 30, 2018 as
Reported
|
|
10%
Decrease
|
15%
Decrease
|
20%
Decrease
|
10%
Increase
|
15%
Increase
|
20%
Increase
|
|
Holdings as of June 30,
2018
|
Number of Contracts Held
|
Closing Price
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
CBOT Wheat Futures
SEP18
|
932
|
$5.0125
|
$23,358,250
|
$21,022,425
|
$19,854,513
|
$18,686,600
|
$25,694,075
|
$26,861,988
|
$28,029,900
|
CBOT Wheat Futures
DEC18
|
773
|
$5.1675
|
$19,972,388
|
$17,975,149
|
$16,976,529
|
$15,977,910
|
$21,969,626
|
$22,968,246
|
$23,966,865
|
CBOT Wheat Futures
DEC19
|
817
|
$5.8750
|
$23,233,437
|
$20,910,093
|
$19,748,421
|
$18,586,749
|
$25,556,780
|
$26,718,452
|
$27,880,124
|
Total
CBOT Wheat Futures
|
|
|
$66,564,075
|
$59,907,667
|
$56,579,463
|
$53,251,259
|
$73,220,481
|
$76,548,686
|
$79,876,889
|
|
|
|
|
|
|
|
|
|
|
Shares
outstanding
|
|
|
10,450,004
|
10,450,004
|
10,450,004
|
10,450,004
|
10,450,004
|
10,450,004
|
10,450,004
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share
attributable directly to
CBOT Wheat
Futures
|
|
$6.37
|
$5.73
|
$5.41
|
$5.10
|
$7.01
|
$7.33
|
$7.64
|
|
Total Net Asset Value per
Share as reported
|
|
|
$6.37
|
|
|
|
|
|
|
Change in the Net Asset
Value per Share
|
|
|
|
$(0.64)
|
$(0.96)
|
$(1.27)
|
$0.64
|
$0.96
|
$1.27
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net
Asset Value per Share
|
|
|
|
-10.00%
|
-15.00%
|
-20.00%
|
10.00%
|
15.00%
|
20.00%
|
152
TAGS:
|
June 30, 2018 as
Reported
|
|
10%
Decrease
|
15%
Decrease
|
20%
Decrease
|
10%
Increase
|
15%
Increase
|
20%
Increase
|
|
Holdings as of June 30,
2018
|
Number of Shares Held
|
Closing NAV
|
Fair Value
|
Fair Value
|
Fair Value
|
Fair Value
|
Fair Value
|
Fair Value
|
Fair Value
|
Teucrium Corn
Fund
|
24,308
|
$16.4310
|
$399,405
|
$359,464
|
$339,494
|
$319,524
|
$439,345
|
$459,315
|
$479,286
|
Teucrium Soybean
Fund
|
23,481
|
$16.2183
|
$380,822
|
$342,740
|
$323,699
|
$304,658
|
$418,904
|
$437,945
|
$456,986
|
Teucrium Sugar
Fund
|
53,674
|
$7.6162
|
$408,792
|
$367,913
|
$347,473
|
$327,034
|
$449,671
|
$470,111
|
$490,550
|
Teucrium Wheat
Fund
|
61,537
|
$6.3700
|
$391,990
|
$352,791
|
$333,191
|
$313,592
|
$431,189
|
$450,788
|
$470,388
|
Total
value of shares of the Underlying Funds
|
|
|
$1,581,009
|
$1,422,907
|
$1,343,857
|
$1,264,808
|
$1,739,109
|
$1,818,159
|
$1,897,210
|
|
|
|
|
|
|
|
|
|
|
Shares
outstanding
|
|
|
75,002
|
75,002
|
75,002
|
75,002
|
75,002
|
75,002
|
75,002
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share
attributable directly to
shares of the Underlying
Funds
|
$21.08
|
$18.97
|
$17.92
|
$16.86
|
$23.19
|
$24.24
|
$25.30
|
||
Total Net Asset Value per
Share as reported
|
|
|
$21.11
|
|
|
|
|
|
|
Change in the Net Asset
Value per Share
|
|
|
|
$(2.11)
|
$(3.16)
|
$(4.22)
|
$2.11
|
$3.16
|
$4.22
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net
Asset Value per Share
|
|
|
|
-9.99%
|
-14.98%
|
-19.97%
|
9.99%
|
14.98%
|
19.97%
|
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.
153
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 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, other than TAGS, will
generally retain cash positions of approximately 94% 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; or 3) held in a
money-market fund which is deemed to be a cash equivalent under the
most recent SEC definition.
154
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 Dale Riker, the
Sponsor’s Principal Executive Officer and Barbara Riker, 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
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.
155
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.
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.
156
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 and the Custodian, are generally terminable at
specified intervals. Upon termination, the Sponsor may be required
to renegotiate or make other arrangements for obtaining similar
services if the Funds intend to continue to operate. Comparable
services from another party may not be available, or even if
available, these services may not be available on the terms as
favorable as those of the expired or terminated
arrangements.
157
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.
158
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 the NYSE Arca under an agreement between the
Sponsor and the NYSE Arca. Additionally, information may be
calculated and disseminated under similar agreements between the
Sponsor and other third-party entities. Although reasonable efforts
are taken to ensure the accuracy of the information disseminated
under this agreement, there may, from time to time, be
recalculations of previously released
information.
Third parties may assert that the
Sponsor has infringed or otherwise violated their intellectual
property rights. Third parties may independently develop business
methods, trademarks or proprietary software and other technology
similar to that of the Sponsor and claim that the Sponsor has
violated their intellectual property rights, including their
copyrights, trademark rights, trade names, trade secrets and patent
rights. As a result, the Sponsor may have to litigate in the future
to determine the validity and scope of other parties’
proprietary rights, or defend itself against claims that it has
infringed or otherwise violated other parties’ rights. Any
litigation of this type, even if the Sponsor is successful and
regardless of the merits, may result in significant costs, may
divert resources from the Fund, or may require the Sponsor to
change its proprietary software and other technology or enter into
royalty or licensing agreements. The Sponsor has a patent on
certain business methods and procedures used with respect to the
Funds. The Sponsor utilizes certain proprietary software. Any
unauthorized use of such proprietary software, business methods
and/or procedures could adversely affect the competitive advantage
of the Sponsor or the Funds and/or cause the Sponsor to take legal
action to protect its rights.
In managing and directing the
day-to-day activities and affairs of these Funds, the Sponsor
relies almost entirely on a small number of individuals, including
Mr. Sal Gilbertie, Mr. Dale Riker, Mr. Steve Kahler and Ms. Barbara
Riker. If Mr. Gilbertie, Mr. Riker, Mr. Kahler or Ms. Riker were to
leave or be unable to carry out their present responsibilities, it
may have an adverse effect on the management of the Funds. To the
extent that the Sponsor establishes additional commodity pools,
even greater demands will be placed on these
individuals.
The Sponsor was formed for the
purpose of managing the Trust, including all the Funds, and any
other series of the Trust that may be formed in the future, and has
been provided with capital primarily by its principals and a small
number of outside investors. If the Sponsor operates at a loss for
an extended period, its capital will be depleted, and it may be
unable to obtain additional financing necessary to continue its
operations. If the Sponsor were unable to continue to provide
services to these Funds, the Funds would be terminated if a
replacement Sponsor could not be found.
159
You cannot be assured that the
Sponsor will be willing or able to continue to service each Fund
for any length of time. The Sponsor was formed for the purpose of
sponsoring the Funds and other commodity pools, and has limited
financial resources and no significant source of income apart from
its management fees from such commodity pools to support its
continued service for each Fund. If the Sponsor discontinues its
activities on behalf of a Fund, the Fund may be adversely affected.
If the Sponsor’s registrations with the CFTC or memberships
in the NFA were revoked or suspended, the Sponsor would no longer
be able to provide services to the Funds.
The 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.
160
Each Fund seeks to have the changes
in its Shares’ NAV in percentage terms track changes in the
Benchmark in percentage terms, rather than profit from speculative
trading of the specific Commodity Interests, or the commodity
interests of the Underlying Funds in the case of
TAGS.
The Sponsor therefore endeavors to
manage each Fund so that the Fund’s assets are, unlike those
of many other commodity pools, not leveraged (i.e., so that the
aggregate amount of the Fund’s exposure to losses from its
investments in specific Commodity Interests at any time will not
exceed the value of the Fund’s assets). There is no assurance
that the Sponsor will successfully implement this investment
strategy. If the Sponsor permits a Fund to become leveraged, you
could lose all or substantially all of your investment if the
Fund’s trading positions suddenly turns unprofitable. These
movements in price may be the result of factors outside of the
Sponsor’s control and may not be anticipated by the
Sponsor.
The Sponsor cannot predict to what
extent the performance of the commodity interest will or will not
correlate to the performance of other broader asset classes such as
stocks and bonds. If the performance of a specific Fund were to
move more directly with the financial markets, an investment in the
Fund may provide you little or no diversification benefits. Thus,
in a declining market, the Fund may have no gains to offset your
losses from other investments, and you may suffer losses on your
investment in the Fund at the same time you may incur losses with
respect to other asset classes. Variables such as drought, floods,
weather, embargoes, tariffs and other political events may have a
larger impact on commodity and Commodity Interests prices than on
traditional securities and broader financial markets. These
additional variables may create additional investment risks that
subject a Fund’s investments to greater volatility than
investments in traditional securities. Lower correlation should not
be confused with negative correlation, where the performance of two
asset classes would be opposite of each other. There is no historic
evidence that the spot price of a specific commodity, corn, for
example, and prices of other financial assets, such as stocks and
bonds, are negatively correlated. In the absence of negative
correlation, a Fund cannot be expected to be automatically
profitable during unfavorable periods for the stock market, or vice
versa.
Under the Trust Agreement, the
Trustee and the Sponsor are not liable, and have the right to be
indemnified, for any liability or expense incurred absent gross
negligence or willful misconduct on the part of the Trustee or
Sponsor, as the case may be. That means the Sponsor may require the
assets of a Fund to be sold in order to cover losses or liability
suffered by the Sponsor or by the Trustee. Any sale of that kind
would reduce the NAV of the Fund and the value of its
Shares.
The Shares of a Fund are limited
liability investments; Shareholders may not lose more than the
amount that they invest plus any profits recognized on their
investment. However, Shareholders could be required, as a matter of
bankruptcy law, to return to the estate of the Fund any
distribution they received at a time when the Fund was in fact
insolvent or in violation of its Trust
Agreement.
The price relationship between the
near month Commodity Futures Contract to expire and the Benchmark
Component Futures Contracts for each Fund, or the Underlying Funds
in the case of TAGS, will vary and may impact both a Fund’s
total return over time and the degree to which such total return
tracks the total return of the specific commodity price indices. In
cases in which the near month contract’s price is lower than
later-expiring contracts’ prices (a situation known as
“contango” in the futures markets), then absent the
impact of the overall movement in the commodity specific prices the
value of the Benchmark Component Futures Contracts would tend to
decline as they approach expiration which could cause the Benchmark
Component Futures Contracts, and therefore the Fund’s total
return, to track lower. In cases in which the near month
contract’s price is higher than later-expiring
contracts’ prices (a situation known as
“backwardation” in the futures markets), then absent
the impact of the overall movement in commodity specific prices,
the value of the Benchmark Component Futures Contracts would tend
to rise as they approach expiration.
While it is expected that the
trading prices of the Shares will fluctuate in accordance with the
changes in a Fund’s NAV, the prices of Shares may also be
influenced by various market factors, including but not limited to,
the number of shares of the Fund outstanding and the liquidity of
the underlying 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 thespecific 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.
162
The Sponsor may use spreads and
straddles as part of its overall trading strategy to closely follow
the Benchmark. There is a risk that a Fund’s NAV may not
closely track the change in its Benchmark. Spreads combine
simultaneous long and short positions in related futures contracts
that differ by commodity, by market or by delivery month (for
example, long April, short November). Spreads gain or lose value as
a result of relative changes in price between the long and short
positions. Spreads often reduce risk to investors because the
contracts tend to move up or down together. However, both legs of
the spread could move against an investor simultaneously, in which
case the spread would lose value. Certain types of spreads may face
unlimited risk, e.g., because the price of a futures contract
underlying a short position can increase by an unlimited amount and
the investor would have to take delivery or offset at that price. A
commodity straddle takes both long and short option position in the
same commodity in the same market and delivery month
simultaneously. The buyer of a straddle profits if either the long
or the short leg of the straddle moves further than the combined
cost of both options. The seller of the straddle profits if both
the long and short positions do not trade beyond a range equal to
the combined premium for selling both options. If the Sponsor were
to utilize a spread or straddle position and the position performed
differently than expected, the results could impact that
Fund’s tracking error. This could affect the Fund’s
investment objective of having its NAV closely track the Benchmark.
Additionally, a loss on the position would negatively impact the
Fund’s absolute return.
Position limits and daily price
fluctuation limits set by the CFTC and the exchanges have the
potential to cause tracking error, which could cause the price of
Shares of the Fund to substantially vary from the Benchmark and
prevent you from being able to effectively use the Fund as a way to
hedge against underlying commodity-related losses or as a way to
indirectly invest in the underlying commodity.
The Trust
Structure and the Trust Agreement Provide Limited Shareholder
Rights
You will have no rights to
participate in the management of any of the Funds and will have to
rely on the duties and judgment of the Sponsor to manage the
Funds.
As interests in separate series of
a Delaware statutory trust, the Shares do not involve the rights
normally associated with the ownership of shares of a corporation
(including, for example, the right to bring shareholder oppression
and derivative actions). In addition, the Shares have limited
voting and distribution rights (for example, Shareholders do not
have the right to elect directors, as the Trust does not have a
board of directors, and generally will not receive regular
distributions of the net income and capital gains earned by the
Fund). The Funds are also not subject to certain investor
protection provisions of the Sarbanes Oxley Act of 2002 and the
NYSE Arca governance rules (for example, audit committee
requirements).
Each Fund is a series of a Delaware
statutory trust and not itself a legal entity separate from the
other Funds. The Delaware Statutory Trust Act provides that if
certain provisions are included in the formation and governing
documents of a statutory trust organized in series and if separate
and distinct records are maintained for any series and the assets
associated with that series are held in separate and distinct
records and are accounted for in such separate and distinct records
separately from the other assets of the statutory trust, or any
series thereof, then the debts, liabilities, obligations and
expenses incurred by a particular series are enforceable against
the assets of such series only, and not against the assets of the
statutory trust generally or any other series thereof. Conversely,
none of the debts, liabilities, obligations and expenses incurred
with respect to any other series thereof is enforceable against the
assets of such series. The Sponsor is not aware of any court case
that has interpreted this inter-series limitation on liability or
provided any guidance as to what is required for compliance. The
Sponsor intends to maintain separate and distinct records for each
Fund and account for each Fund separately from any other Trust
series, but it is possible a court could conclude that the methods
used do not satisfy the Delaware Statutory Trust Act, which would
potentially expose assets in any Fund to the liabilities of one or
more of the Funds and/or any other Trust series created in the
future.
163
Neither the Sponsor nor the Trustee
is obligated to, although each may, in its respective discretion,
prosecute any action, suit or other proceeding in respect of any
Fund property. The Trust Agreement does not confer upon
Shareholders the right to prosecute any such action, suit or other
proceeding.
Rapidly Changing
Regulation May Adversely Affect the Ability of the Funds to Meet
Their Investment Objectives
The regulation of futures markets,
futures contracts, and futures exchanges has historically been
comprehensive. The CFTC and the exchanges are authorized to take
extraordinary actions in the event of a market emergency including,
for example, the retroactive implementation of speculative position
limits, increased margin requirements, the establishment of daily
price limits and the suspension of trading 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 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.
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.
164
A Fund may not always be able to
liquidate its positions in its investments at the desired price. As
to futures contracts, it may be difficult to execute a trade at a
specific price when there is a relatively small volume of buy and
sell orders in a market. Limits imposed by futures exchanges or
other regulatory organizations, such as accountability levels,
position limits and price fluctuation limits, may contribute to a
lack of liquidity with respect to some exchange-traded commodity
Interests. In addition, over-the-counter contracts may be illiquid
because they are contracts between two parties and generally may
not be transferred by one party to a third party without the
counterparty’s consent. Conversely, a counterparty may give
its consent, but the Fund still may not be able to transfer an
over-the-counter Commodity Interest to a third party due to
concerns regarding the counterparty’s credit
risk.
The exchanges set daily price
fluctuation limits on futures contracts. The daily price
fluctuation limit establishes the maximum amount that the price of
futures contracts may vary either up or down from the previous
day’s settlement price. Once the daily price fluctuation
limit has been reached in a particular futures contract, no trades
may be made at a price beyond that limit.
On March 12, 2014, the CME
announced that, subject to CFTC approval, it would replace its
fixed price fluctuation limits with variable price limits. The
change was approved and went into effect May 1, 2014. 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, rounded up to the nearest 5 cents per bushel. If no Corn
futures contract month settles at the expanded limit the next
business day, daily price limits for all contract months shall
revert back to the initial price limit the following business day.
There shall be no price limits on the current month contract on or
after the second business day preceding the first day of the
delivery month.
165
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 FuturesContracts 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.
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.
166
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.
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 the integrity
of market participants in lieu of the additional regulation imposed
by the CFTC on participants in the futures markets. To date, the
forward markets have been largely unregulated, except for
anti-manipulation and anti-fraud prohibitions, forward contracts
have been executed bi-laterally and, in general historically,
forward contracts have not been cleared or guaranteed by a third
party. On November 16, 2012, the Secretary of the Treasury issued a
final determination that exempts both foreign exchange swaps and
foreign exchange forwards from the definition of “swap”
and, by extension, additional regulatory requirements (such as
clearing and margin). The final determination does not extend to
other FX derivatives, such as FX options, certain currency swaps,
and non-deliverable forwards. While the Dodd-Frank Act and certain
regulations adopted thereunder are intended to provide additional
protections to participants in the over-the-counter market, the
lack of regulation in these markets could expose the Fund in
certain circumstances to significant losses in the event of trading
abuses or financial failure by participants. While increased
regulation of over-the-counter Commodity Interests is likely to
result from changes that are required to be effectuated by the
Dodd-Frank Act, there is no guarantee that such increased
regulation will be effective to reduce these
risks.
167
Each Fund faces the risk of
non-performance by the counterparties to the over-the-counter
contracts. Unlike in futures contracts, the counterparty to these
contracts is generally a single bank or other financial
institution, rather than a clearing organization backed by a group
of financial institutions. As a result, there will be greater
counterparty credit risk in these transactions. A counterparty may
not be able to meet its obligations to a Fund, in which case the
Fund could suffer significant losses on these contracts. If a
counterparty becomes bankrupt or otherwise fails to perform its
obligations due to financial difficulties, a Fund may experience
significant delays in obtaining any recovery in a bankruptcy or
other reorganization proceeding. During any such period, the Fund
may have difficulty in determining the value of its contracts with
the counterparty, which in turn could result in the overstatement
or understatement of the Fund’s NAV. The Fund may eventually
obtain only limited recovery or no recovery in such
circumstances.
Over-the-counter contracts may have
terms that make them less marketable than Futures Contracts.
Over-the-counter contracts are less marketable because they are not
traded on an exchange, do not have uniform terms and conditions,
and are entered into based upon the creditworthiness of the parties
and the availability of credit support, such as collateral, and in
general, they are not transferable without the consent of the
counterparty. These conditions make such contracts less liquid than
standardized futures contracts traded on a commodities exchange and
diminish the ability to realize the full value of such contracts.
In addition, even if collateral is used to reduce counterparty
credit risk, sudden changes in the value of over-the-counter
transactions may leave a party open to financial risk due to a
counterparty default since the collateral held may not cover a
party’s exposure on the transaction in such situations. In
general, valuing OTC derivatives is less certain than valuing
actively traded financial instruments such as exchange traded
futures contracts and securities because the price and terms on
which such OTC derivatives are entered into or can be terminated
are individually negotiated, and those prices and terms may not
reflect the best price or terms available from other sources. In
addition, while market makers and dealers generally quote
indicative prices or terms for entering into or terminating OTC
contracts, they typically are not contractually obligated to do so,
particularly if they are not a party to the transaction. As a
result, it may be difficult to obtain an independent value for an
outstanding OTC derivatives transaction.
There are Risks
Associated with Trading in International
Markets
A significant portion of the
Futures Contracts entered into by the Funds is traded on United
States exchanges. However, a portion of the Funds’ trades may
take place on markets or exchanges outside the United States. Some
non-U.S. markets present risks because they are not subject to the
same degree of regulation as their U.S. counterparts. None of the
CFTC, NFA, or any domestic exchange regulates activities of any
foreign boards of trade or exchanges, including the execution,
delivery and clearing of transactions, has the power to compel
enforcement of the rules of a foreign board of trade or exchange or
of any applicable non-U.S. laws. Similarly, the rights of market
participants, such as the Funds, in the event of the insolvency or
bankruptcy of a non-U.S. market or broker are also likely to be
more limited than in the case of U.S. markets or brokers. As a
result, in these markets, the Funds have less legal and regulatory
protection than it does when they trade domestically. Currently the
Funds do not place trades on any markets or exchanges outside of
the United States and do not anticipate doing so in the foreseeable
future. In some of these non-U.S. markets, the performance on a
futures contract is the responsibility of the counterparty and is
not backed by an exchange or clearing corporation and therefore
exposes the Funds to credit risk. Additionally, trading on non-U.S.
exchanges is subject to the risks presented by exchange controls,
expropriation, increased tax burdens and exposure to local economic
declines and political instability. An adverse development with
respect to any of these variables could reduce the profit or
increase the loss earned on trades in the affected international
markets.
The price of any non-U.S. Commodity
Interest and, therefore, the potential profit and loss on such
investment, may be affected by any variance in the foreign exchange
rate between the time the order is placed and the time it is
liquidated, offset or exercised. As a result, changes in the value
of the local currency relative to the U.S. dollar may cause losses
to a Fund even if the contract is profitable. The Funds invest
primarily in Commodity Interests that are traded or sold in the
United States. However, a portion of the trades for a Fund may take
place in markets and on exchanges outside the United States. Some
non-U.S. markets present risks because they are not subject to the
same degree of regulation as their U.S. counterparts. In some of
these non-U.S. markets, the performance on a contract is the
responsibility of the counterparty and is not backed by an exchange
or clearing corporation and therefore exposes a Fund to credit
risk. Trading in non-U.S. markets also leaves a Fund susceptible to
fluctuations in the value of the local currency against the U.S.
dollar.
168
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.
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.
169
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.
The Fund is subject to the risks
and hazards of the corn market because it invests in Corn
Interests. The risks and hazards that are inherent in the corn
market may cause the price of corn to fluctuate widely. If the
changes in percentage terms of the Fund’s Shares accurately
track the percentage changes in the Benchmark or the spot price of
corn, then the price of its Shares will fluctuate
accordingly.
The price and availability of corn
is influenced by economic and industry conditions, including but
not limited to supply and demand factors such as: crop disease and
infestation (including, but not limited to, Leaf Blight, Ear Rot
and Root Rot). transportation difficulties. various planting,
growing, or harvesting problems. and severe weather conditions
(particularly during the spring planting season and the fall
harvest) such as drought, floods, or frost that are difficult to
anticipate and which cannot be controlled. Demand for corn in the
United States to produce ethanol has also been a significant factor
affecting the price of corn. In turn, demand for ethanol has tended
to increase when the price of gasoline has increased and has been
significantly affected by United States governmental policies
designed to encourage the production of ethanol. Recent changes in
government policy have the potential to reduce the demand for
ethanol over the next several years. Additionally, demand for corn
is affected by changes in consumer tastes, national, regional and
local economic conditions, and demographic trends. Finally, because
corn is often used as an ingredient in livestock feed, demand for
corn is subject to risks associated with the outbreak of livestock
disease.
170
Corn production is subject to
United States federal, state, and local policies and regulations
that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties,
subsidies, incentives, acreage control, and import and export
restrictions on agricultural commodities and commodity products,
can influence the planting of certain crops, the location and size
of crop production, the volume and types of imports and exports,
the availability and competitiveness of feedstocks as raw
materials, and industry profitability. Additionally, corn
production is affected by laws and regulations relating to, but not
limited to, the sourcing, transporting, storing, and processing of
agricultural raw materials as well as the transporting, storing and
distributing of related agricultural products. U.S. corn producers
also must comply with various environmental laws and regulations,
such as those regulating the use of certain pesticides, and local
laws that regulate the production of genetically modified crops. In
addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade
between countries or regions.
Seasonal fluctuations in the price
of corn may cause risk to an investor because of the possibility
that Share prices will be depressed because of the corn harvest
cycle. In the United States, the corn market is normally at its
weakest point, and corn prices are lowest, shortly before and
during the harvest (between September and November), due to the
high supply of corn in the market. Conversely, corn prices are
generally highest during the winter and spring (between December
and May), when farmer owned corn has largely been sold and used.
Seasonal corn market peaks generally occur 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, nonU.S. exchange Corn Futures
Contracts, and overthecounter corn swaps are 600 spot
month contracts, 33,000 contracts expiring in any other
nonspot single month, or 33,000 cumulative totals for all
nonspot 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
cornrelated losses or as a way to indirectly invest in
corn.
The Fund does not intend to limit
the size of the offering and will attempt to expose substantially
all of its proceeds to the corn market utilizing Corn Interests. If
the Fund encounters position limits, accountability levels, or
price fluctuation limits for Corn Futures Contracts on the CBOT, it
may then, if permitted under applicable regulatory requirements,
purchase Other Corn Interests and/or Corn Futures Contracts listed
on foreign exchanges. However, the Corn Futures Contracts available
on such foreign exchanges may have different underlying sizes,
deliveries, and prices. In addition, the Corn Futures Contracts
available on these exchanges may be subject to their own position
limits and accountability levels. In any case, notwithstanding the
potential availability of these instruments in certain
circumstances, position limits could force the Fund to limit the
number of Creation Baskets that it sells.
Risks Specific to the
Teucrium Soybean Fund
Investors may choose to use the
Fund as a means of investing indirectly in soybeans, and there are
risks involved in such investments. The risks and hazards that are
inherent in soybean production may cause the price of 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.
171
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
windborne fungal disease that attacks soybeans. Although
soybean rust can be killed with chemicals, chemical treatment
increases production costs for farmers.
Soybean production is subject to
United States and foreign policies and regulations that materially
affect operations. Governmental policies affecting the agricultural
industry, such as taxes, tariffs, duties, subsidies, incentives,
acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of
certain crops, the location and size of crop production, the volume
and types of imports and exports, and industry profitability.
Additionally, soybean production is affected by laws and
regulations relating to, but not limited to, the sourcing,
transporting, storing and processing of agricultural raw materials
as well as the transporting, storing and distributing of related
agricultural products. Soybean producers also may need to comply
with various environmental laws and regulations, such as those
regulating the use of certain pesticides. In addition,
international trade disputes can adversely affect agricultural
commodity trade flows by limiting or disrupting trade between
countries or regions.
Because processing soybean oil can
create trans fats, the demand for soybean oil may decrease due to
heightened governmental regulation of trans fats or trans fatty
acids. The U.S. Food and Drug Administration currently requires
food manufacturers to disclose levels of trans fats contained in
their products, and various local governments have enacted or are
considering restrictions on the use of trans fats in restaurants.
Several food processors have either switched or indicated an
intention to switch to oil products with lower levels of trans fats
or trans fatty acids.
In recent years, there has been
increased global interest in the production of biofuels as
alternatives to traditional fossil fuels and as a means of
promoting energy independence. Soybeans can be converted into
biofuels such as biodiesel. Accordingly, the soybean market has
become increasingly affected by demand for biofuels and related
legislation.
172
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, nonU.S. exchange Soybean Futures
Contracts, and overthecounter soybean swaps are 600
spot month contracts, 15,000 contracts expiring in any other single
nonspot month, or 15,000 cumulative totals for all
nonspot 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.
173
The Fund is subject to the risks
and hazards of the world sugar market because it invests in Sugar
Interests. The two primary sources for the production of sugar are
sugarcane and sugar beets, both of which are grown in various
countries around the world. The risks and hazards that are inherent
in the world sugar market may cause the price of sugar to fluctuate
widely. If the changes in percentage terms of the Fund’s
Shares accurately track the percentage changes in the Benchmark or
the spot price of sugar, then the price of its Shares will
fluctuate accordingly.
The global price and availability
of sugar is influenced by economic and industry conditions,
including but not limited to supply and demand factors such as:
crop disease. weed control. water availability. various planting,
growing, or harvesting problems. severe weather conditions such as
drought, floods, or frost that are difficult to anticipate and
which cannot be controlled. uncontrolled fires, including arson.
challenges in doing business with foreign companies. legal and
regulatory restrictions. fluctuation of shipping rates. currency
exchange rate fluctuations. and political and economic instability.
Global demand for sugar to produce ethanol has also been a
significant factor affecting the price of sugar. Additionally,
demand for sugar is affected by changes in consumer tastes,
national, regional and local economic conditions, and demographic
trends. The spread of consumerism and the rising affluence of
emerging nations such as China and India have created demand for
sugar. An influx of people in developing countries moving from
rural to urban areas may create more disposable income to be spent
on sugar products and might also reduce sugar production in rural
areas on account of worker shortages, all of which would result in
upward pressure on sugar prices. On the other hand, public health
concerns regarding obesity, heart disease and diabetes,
particularly in developed countries, may reduce demand for sugar.
In light of the time it takes to grow sugarcane and sugar beets and
the cost of new facilities for processing these crops, it may not
be possible to increase supply quickly or in a costeffective
manner in response to an increase in demand for
sugar.
Sugar production is subject to
United States and foreign policies and regulations that materially
affect operations. Governmental policies affecting the agricultural
industry, such as taxes, tariffs, duties, subsidies, incentives,
acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of
certain crops, the location and size of crop production, the volume
and types of imports and exports, and industry profitability. Many
foreign countries subsidize sugar production, resulting in lower
prices, but this has led other countries, including the United
States, to impose tariffs and import restrictions on sugar imports.
Sugar producers also may need to comply with various environmental
laws and regulations, such as those regulating the use of certain
pesticides.
Seasonal fluctuations in the price
of sugar may cause risk to an investor because of the possibility
that Share prices will be depressed because of the sugar harvest
cycle. In the futures market, contracts expiring during the harvest
season are typically priced lower than contracts expiring in the
winter and spring. While the sugar harvest seasons varies from
country to country, prices of Sugar Futures Contracts tend to be
lowest in the late spring and early summer 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.
174
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.
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.
175
The price and availability of wheat
is influenced by economic and industry conditions, including but
not limited to supply and demand factors such as: crop disease.
weed control. water availability. various planting, growing, or
harvesting problems. severe weather conditions such as drought,
floods, or frost that are difficult to anticipate and which cannot
be controlled. Demand for food products made from wheat flour is
affected by changes in consumer tastes, national, regional and
local economic conditions, and demographic trends. More
specifically, demand for such food products in the United States is
relatively unaffected by changes in wheat prices or disposable
income, but is closely tied to tastes and preferences. For example,
in recent years the increase in the popularity of low carbohydrate
diets caused the consumption of wheat flour to decrease rapidly
before rebounding somewhat after 2005. Export demand for wheat
fluctuates yearly, based largely on crop yields in the importing
countries.
Wheat production is subject to
United States federal, state and local policies and regulations
that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties,
subsidies, incentives, acreage control, and import and export
restrictions on agricultural commodities and commodity products,
can influence the planting of certain crops, the location and size
of crop production, the volume and types of imports and exports,
the availability and competitiveness of feedstocks as raw
materials, and industry profitability. Additionally, wheat
production is affected by laws and regulations relating to, but not
limited to, the sourcing, transporting, storing and processing of
agricultural raw materials as well as the transporting, storing and
distributing of related agricultural products. U.S. wheat producers
also must comply with various environmental laws and regulations,
such as those regulating the use of certain pesticides, and local
laws that regulate the production of genetically modified crops. In
addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade
between countries or regions.
Seasonal fluctuations in the price
of wheat may cause risk to an investor because of the possibility
that Share prices will be depressed because of the wheat harvest
cycle. In the United States, the market for winter wheat, the type
of wheat upon which CBOT Wheat Futures Contracts are based, is at
its lowest point, and wheat prices are lowest, shortly before and
during the harvest (in the spring or early summer), due to the high
supply of wheat in the market. Conversely, winter wheat prices are
generally highest in the fall or early winter, when the wheat
harvested that year has largely been sold and used. In the futures
market, these seasonal fluctuations are typically reflected in
contracts expiring in the relevant season (e.g., contracts expiring
during the harvest season are typically priced lower than contracts
expiring in the fall and early winter). Thus, seasonal fluctuations
could result in an investor incurring losses upon the sale of Fund
Shares, particularly if the investor needs to sell Shares when the
Benchmark Component Futures Contracts are, in whole or part, Wheat
Futures Contracts expiring in the spring.
Position limits and daily price
fluctuation limits set by the CFTC and the exchanges have the
potential to cause tracking error, which could cause the price of
Shares to substantially vary from the Benchmark and prevent you
from being able to effectively use the Fund as a way to hedge
against wheat related losses or as a way to indirectly invest in
wheat.
The CFTC and U.S. designated
contract markets such as the CBOT have established position limits
on the maximum net long or net short futures contracts in commodity
interests that any person or group of persons under common trading
control (other than as a hedge, which an investment by the Fund is
not) may hold, own or control. For example, the current position
limit for aggregate investments at any one time in U.S. exchange
traded Wheat Futures Contracts, nonU.S. exchange linked Wheat
Futures Contracts, and overthecounter 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 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.
176
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 June 30, 2018, 16,850,000 Shares of the Fund
were sold at an aggregate offering price of $502,469,796. The Fund
paid fees to Foreside Fund Services, LLC for its services to the
Fund from June 9, 2010 (the commencement of operations) through
June 30, 2018 in an amount equal to $854,579, resulting in net
offering proceeds of $501,615,217. 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 June 30, 2018, 3,625,000
Shares of the Fund were sold at an aggregate offering price of
$73,872,809. The Fund paid fees to Foreside Fund Services, LLC for
its services to the Fund through June 30, 2018 in an amount equal
to $98,685, resulting in net offering proceeds of $73,774,124. The
offering proceeds were invested in soybean futures contracts and
cash and cash equivalents in accordance with the Fund’s
investment objective stated in the prospectus.
The original registration statement
on Form S-1 registering 10,000,000 common units, or
“Shares,” of Teucrium Sugar Fund (File No. 333-167585)
was declared effective on June 17, 2011. A second registration
statement on Form S-1 (File No. 333-196211) which replaced the
original registration statement was declared effective on June 30,
2014. 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 June 30, 2018, 3,400,000
Shares of the Fund were sold at an aggregate offering price of
$37,504,756. The Fund paid fees to Foreside Fund Services, LLC for
its services to the Fund through June 30, 2018 in an amount equal
to $46,409, resulting in net offering proceeds of $37,458,347. 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 June 30, 2018, 18,650,000
Shares of the Fund were sold at an aggregate offering price of
$167,688,315. The Fund paid fees to Foreside Fund Services, LLC for
its services to the Fund through June 30, 2018 in an amount equal
to $250,662, resulting in net offering proceeds of $167,437,653.
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 June 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 June 30, 2018 in an amount equal
to $9,400, resulting in net offering proceeds of $18,276,285. 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.
177
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
|
|
||||
April 1 to April 30,
2018
|
|
|
75,000
|
|
$
|
18.03
|
|
|
N/A
|
|
|
N/A
|
|
May 1 to May 31,
2018
|
|
|
-
|
|
$
|
-
|
|
|
N/A
|
|
|
N/A
|
|
June 1 to June 30,
2018
|
|
|
200,000
|
|
$
|
16.93
|
|
|
N/A
|
|
|
N/A
|
|
Total
|
|
|
275,000
|
|
$
|
17.23
|
|
|
|
|
|
|
|
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
|
|
||||
April 1 to April 30,
2018
|
|
|
-
|
|
$
|
-
|
|
|
N/A
|
|
|
N/A
|
|
May 1 to May 31,
2018
|
|
|
-
|
|
$
|
-
|
|
|
N/A
|
|
|
N/A
|
|
June 1 to June 30,
2018
|
|
|
75,000
|
|
$
|
17.51
|
|
|
N/A
|
|
|
N/A
|
|
Total
|
|
|
75,000
|
|
$
|
17.51
|
|
|
|
|
|
|
|
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
|
|
||||
April 1 to April 30,
2018
|
|
|
100,000
|
|
$
|
6.66
|
|
|
N/A
|
|
|
N/A
|
|
May 1 to May 31,
2018
|
|
|
550,000
|
|
$
|
6.89
|
|
|
N/A
|
|
|
N/A
|
|
June 1 to June 30,
2018
|
|
|
325,000
|
|
$
|
6.60
|
|
|
N/A
|
|
|
N/A
|
|
Total
|
|
|
975,000
|
|
$
|
6.77
|
|
|
|
|
|
|
|
178
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
|
|
||||
April 1 to April 30,
2018
|
|
|
-
|
|
$
|
-
|
|
|
N/A
|
|
|
N/A
|
|
May 1 to May 31,
2018
|
|
|
-
|
|
$
|
-
|
|
|
N/A
|
|
|
N/A
|
|
June 1 to June 30,
2018
|
|
|
75,000
|
|
$
|
7.75
|
|
|
N/A
|
|
|
N/A
|
|
Total
|
|
|
75,000
|
|
$
|
7.75
|
|
|
|
|
|
|
|
Issuer Purchases of TAGS Shares: Nothing to
Report
179
Item 3. Defaults
Upon Senior Securities
None.
Item 4. Mine
Safety Disclosures
None.
Item 5. Other
Information
(a) None.
(b) Not
Applicable.
Item 6.
Exhibits
The following exhibits are filed as
part of this report as required under Item 601 of Regulation
S-K:
|
|
|
|
|
|
|
|
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.
|
180
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Teucrium Commodity Trust
(Registrant)
|
|
|
By:
|
Teucrium Trading,
LLC
|
|
|
its Sponsor
|
|
|
|
|
By:
|
/s/ Barbara Riker
|
|
Name:
|
Barbara Riker
|
|
|
Chief Financial
Officer
|
|
|
|
|
|
Date: August 9,
2018
|
|