Teucrium Commodity Trust - Quarter Report: 2018 March (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 March 31, 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 May 8, 2018 |
|
|
|
|
|
|
|
Teucrium Corn
Fund
|
|
|
4,375,004
|
|
Teucrium Sugar
Fund
|
|
|
1,700,004
|
|
Teucrium Soybean
Fund
|
|
|
900,004
|
|
Teucrium Wheat
Fund
|
|
|
9,950,004
|
|
Teucrium Agricultural
Fund
|
|
|
75,002
|
|
TEUCRIUM COMMODITY
TRUST
Table of
Contents
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Page
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3
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117
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158
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162
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163
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163
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178
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180
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180
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181
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181
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2
Index to Financial
Statements
Documents
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|
Page
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TEUCRIUM COMMODITY
TRUST
|
|
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5
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6
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8
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9
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10
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11
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TEUCRIUM CORN
FUND
|
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|
|
|
|
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27
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28
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30
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31
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32
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33
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|
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TEUCRIUM SOYBEAN
FUND
|
|
|
|
|
|
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46
|
|
|
|
|
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47
|
|
|
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|
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49
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50
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51
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52
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|
|
|
|
TEUCRIUM SUGAR
FUND
|
|
|
|
|
|
|
65
|
|
|
|
|
|
66
|
|
|
|
|
|
68
|
|
|
|
|
|
69
|
|
|
|
|
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70
|
|
|
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|
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71
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3
TEUCRIUM WHEAT
FUND
|
|
|
|
|
|
|
69
|
|
|
|
|
|
70
|
|
|
|
|
|
72
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|
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73
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|
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|
|
74
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|
|
|
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|
75
|
|
|
|
|
TEUCRIUM AGRICULTURAL
FUND
|
|
|
|
|
|
|
83
|
|
|
|
|
|
84
|
|
|
|
|
|
86
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|
|
|
|
|
87
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|
|
|
|
|
88
|
|
|
|
|
|
89
|
4
TEUCRIUM COMMODITY
TRUST
|
March 31, 2018
|
December 31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash and
cash equivalents
|
$153,683,543
|
$137,945,626
|
Interest
receivable
|
4
|
255
|
Other
assets
|
354,457
|
6,748
|
Equity in
trading accounts:
|
|
|
Commodity
futures contracts
|
3,451,249
|
909,281
|
Due
from broker
|
6,616,462
|
9,987,671
|
Total
equity in trading accounts
|
10,067,711
|
10,896,952
|
Total
assets
|
$164,105,715
|
$148,849,581
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
137,372
|
125,149
|
Other
liabilities
|
225,189
|
99,909
|
Equity in
trading accounts:
|
|
|
Commodity
futures contracts
|
3,155,027
|
5,677,771
|
Total
liabilities
|
3,517,588
|
5,902,829
|
|
|
|
Net Assets
|
$160,588,127
|
$142,946,752
|
The accompanying notes are an integral part
of these financial statements.
5
TEUCRIUM COMMODITY
TRUST
March 31,
2018
(Unaudited)
Description: Assets
|
Fair Value
|
Percentage of Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money market
funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$3,446)
|
$3,446
|
0.00%
|
3,446
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
Boston
Scientific Corporation 2.113% (cost: $4,989,208 due
4/20/2018)
|
$4,994,458
|
3.11%
|
5,000,000
|
Canadian
Natural Resources Limited 2.316% (cost $4,990,416 due
4/25/2018)
|
4,992,334
|
3.11
|
5,000,000
|
Canadian
Natural Resources Limited 2.133% (cost: $4,991,462 due
4/13/2018)
|
4,996,466
|
3.11
|
5,000,000
|
Enbridge
Energy Partners L.P. 2.144% (cost: $4,986,688 due
4/20/2018)
|
4,994,380
|
3.11
|
5,000,000
|
Enbridge
Energy Partners L.P. 2.13% (cost: $4,987,364 due
4/20/2018)
|
4,994,416
|
3.11
|
5,000,000
|
Equifax Inc.
2.063% (cost: $9,976,084 due 4/13/2018)
|
9,993,166
|
6.22
|
10,000,000
|
HP Inc.
2.481% (cost: $4,975,058 due 6/07/2018)
|
4,977,108
|
3.10
|
5,000,000
|
Marriott
International, Inc 2.274% (cost: $4,976,186 due
6/04/2018)
|
4,979,947
|
3.10
|
5,000,000
|
Thomson
Reuters Corporation 2.045% (cost: $4,975,188 due
5/15/2018)
|
4,987,594
|
3.11
|
5,000,000
|
Thomson
Reuters Corporation 2.046% (cost: $4,975,458 due
5/21/2018)
|
4,985,896
|
3.10
|
5,000,000
|
Walgreens
Boots Alliance, Inc. 2.116% (cost: $9,950,416 due
5/29/2018)
|
9,966,168
|
6.21
|
10,000,000
|
Total
Commercial Paper (total cost: $64,773,528)
|
64,861,933
|
40.39
|
|
Total Cash
Equivalents
|
$64,865,379
|
40.39%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT corn
futures JUL18 (1,255 contracts)
|
$1,572,413
|
0.98%
|
$24,864,687
|
CBOT corn
futures SEP18 (1,057 contracts)
|
12,887
|
0.01
|
21,311,763
|
CBOT corn
futures DEC18 (1,210 contracts)
|
553,887
|
0.34
|
24,895,750
|
|
|
|
|
United
States soybean futures contracts
|
|
|
|
CBOT soybean
futures JUL18 (107 contracts)
|
264,937
|
0.16
|
5,646,925
|
CBOT soybean
futures NOV18 (93 contracts)
|
168,100
|
0.10
|
4,872,037
|
CBOT soybean
futures NOV19 (113 contracts)
|
1,438
|
0.00
|
5,671,188
|
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT wheat
futures JUL18 (969 contracts)
|
877,587
|
0.55
|
22,698,825
|
Total
commodity futures contracts
|
$3,451,249
|
2.14%
|
$109,961,175
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE sugar
futures JUL18 (212 contracts)
|
$337,512
|
0.21%
|
$ 2,958,503
|
ICE sugar
futures OCT18 (176 contracts)
|
107,957
|
0.07
|
2,536,934
|
ICE sugar
futures MAR19 (190 contracts)
|
324,083
|
0.20
|
3,006,864
|
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT wheat
futures SEP18 (802 contracts)
|
1,545,537
|
0.96
|
19,458,525
|
CBOT wheat
futures DEC18 (897 contracts)
|
839,938
|
0.52
|
22,716,525
|
Total
commodity futures contracts
|
$3,155,027
|
1.96%
|
$50,677,351
|
|
|
|
|
Exchange-traded funds*
|
|
|
Shares
|
Teucrium Corn Fund
|
$296,987
|
0.18
|
16,508
|
Teucrium Soybean Fund
|
291,902
|
0.18
|
15,331
|
Teucrium Sugar Fund
|
278,824
|
0.17
|
33,624
|
Teucrium Wheat Fund
|
269,180
|
0.17
|
43,487
|
Total
exchange-traded funds (cost $1,705,740)
|
$1,136,893
|
0.70%
|
|
*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
Description: Assets
|
Fair Value
|
Percentage of 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
|
|
March 31, 2018
|
March 31, 2017
|
Income
|
|
|
Realized and
unrealized gain (loss) on trading of commodity futures
contracts:
|
|
|
Realized
gain on commodity futures contracts
|
$2,224,911
|
$242,139
|
Net
change in unrealized appreciation on commodity futures
contracts
|
5,064,712
|
694,888
|
Interest
income
|
640,639
|
322,351
|
Total
income
|
7,930,262
|
1,259,378
|
|
|
|
Expenses
|
|
|
Management
fees
|
382,582
|
392,348
|
Professional
fees
|
275,766
|
342,822
|
Distribution
and marketing fees
|
755,804
|
538,338
|
Custodian
fees and expenses
|
84,478
|
84,093
|
Business
permits and licenses fees
|
60,769
|
36,667
|
General and
administrative expenses
|
68,197
|
66,995
|
Brokerage
commissions
|
42,577
|
37,346
|
Other
expenses
|
33,291
|
20,120
|
Total
expenses
|
1,703,464
|
1,518,729
|
|
|
|
Expenses
waived by the Sponsor
|
(262,298)
|
(84,761)
|
|
|
|
Total
expenses, net
|
1,441,166
|
1,433,968
|
|
|
|
Net income (loss)
|
$6,489,096
|
$(174,590)
|
The accompanying notes are an integral part
of these financial statements.
8
TEUCRIUM COMMODITY
TRUST
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Operations
|
|
|
Net income
(loss)
|
$6,489,096
|
$(174,590)
|
Capital
transactions
|
|
|
Issuance
of Shares
|
20,520,402
|
18,327,900
|
Redemption
of Shares
|
(9,370,786)
|
(26,412,506)
|
Net
change in the cost of the Underlying Funds
|
2,663
|
679
|
Total
capital transactions
|
11,152,279
|
(8,083,927)
|
|
|
|
Net change in net assets
|
17,641,375
|
(8,258,517)
|
|
|
|
Net assets, beginning of period
|
142,946,752
|
153,957,187
|
|
|
|
Net assets, end of period
|
$160,588,127
|
$145,698,670
|
The accompanying notes are an integral part
of these financial statements.
9
TEUCRIUM COMMODITY
TRUST
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Cash flows from operating activities:
|
|
|
Net income
(loss)
|
$6,489,096
|
$(174,590)
|
Adjustments
to reconcile net income (loss) to net cash provided by (used in)
operating activities:
|
|
|
Net change
in unrealized appreciation on commodity futures
contracts
|
(5,064,712)
|
(694,888)
|
Changes in operating assets and liabilities:
|
|
|
Due
from broker
|
3,371,209
|
188,492
|
Interest
receivable
|
251
|
15
|
Other
assets
|
(347,709)
|
(501,118)
|
Management
fee payable to Sponsor
|
12,223
|
868
|
Other
liabilities
|
125,280
|
42,098
|
Net
cash provided by (used in) operating activities
|
4,585,638
|
(1,139,123)
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds
from sale of Shares
|
20,520,402
|
18,327,900
|
Redemption
of Shares
|
(9,370,786)
|
(26,412,506)
|
Net
change in cost of the Underlying Funds
|
2,663
|
679
|
Net
cash provided by (used in) financing activities
|
11,152,279
|
(8,083,927)
|
|
|
|
Net change in cash, cash equivalents, and restricted
cash
|
15,737,917
|
(9,223,050)
|
Cash, cash equivalents, and restricted cash, beginning of
period
|
137,945,626
|
145,475,153
|
Cash, cash equivalents, and restricted cash end of
period
|
$153,683,543
|
$136,252,103
|
The accompanying notes are an integral
part of these financial statements.
10
March 31,
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”). Two additional series, the Teucrium Natural Gas
Fund (“NAGS”) and the Teucrium WTI Crude Oil Fund
(“CRUD”) commenced operations in 2011. these, however,
ceased trading and were de-registered effective with the close of
trading on December 18, 2014. Liquidation of NAGS and CRUD was
completed prior to December 31, 2014 and the Form 15 was filed on
January 9, 2015.
On June 5, 2010, the initial Form
S1 for CORN was declared effective by the U.S. Securities and
Exchange Commission (“SEC”). On June 8, 2010, four
Creation Baskets for CORN were issued representing 200,000 shares
and $5,000,000. CORN began trading on the New York Stock Exchange
(“NYSE”) Arca on June 9, 2010. On April 29, 2016, a
second subsequent registration statement for CORN was declared
effective by the SEC.
On June 17, 2011, the initial
Forms S1 for CANE, SOYB, and WEAT were declared effective by
the SEC. On September 16, 2011, two Creation Baskets were issued
for each Fund, representing 100,000 shares and $2,500,000, for
CANE, SOYB, and WEAT. On September 19, 2011, CANE, SOYB, and WEAT
started trading on the NYSE Arca. On June 30, 2014, subsequent
registration statements for CANE, SOYB and WEAT were declared
effective by the SEC. On July 15, 2016, a subsequent registration
statement for WEAT was declared effective. This registration
statement for WEAT registered an additional 24,050,000 shares. On
May 1, 2017, a subsequent registration statement for SOYB and CANE
was declared effective by the SEC.
On February 10, 2012, the initial
Form S1 for TAGS was declared effective by the SEC. On March
27, 2012, six Creation Baskets for TAGS were issued representing
300,000 shares and $15,000,000. TAGS began trading on the NYSE Arca
on March 28, 2012. On April 30, 2015, a subsequent registration
statement for TAGS was declared effective by the
SEC.
The 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 months ended March 31, 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 March 31, 2018 and 2017, the
Funds recognized $84,478 and $84,093, respectively, for these
services, which is recorded in custodian fees and expenses on the
combined statements of operations; of these expenses $13,171 in
2018 and $1,626 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 March 31, 2018 and
2017, the Funds recognized $48,148 and $53,419, respectively, for
these services, which is recorded in distribution and marketing
fees on the combined statements of operations; of these expenses
$14,661 in 2018 and $686 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 March 31, 2018 and 2017, the Funds
recognized $42,577 and $37,346, 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 months
ended March 31, 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 March 31, 2018 and for the years
ended December 31, 2017, 2016, 2015, and 2014. 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 months ended March 31, 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:
14
CORN: 50,000 shares representing
2 baskets
SOYB: 50,000 shares representing
2 baskets
CANE: 50,000 shares representing
2 baskets
WEAT: 50,000 shares representing
2 baskets
TAGS: 50,000 shares representing
2 baskets (at minimum level as of March 31, 2018 and December 31,
2017)
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 $3,446 and $3,014 in money market funds at March 31,
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 $88,818,164 and $88,013,073 in demand deposit
savings accounts on March 31, 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 $64,861,933 and $49,929,746 in
commercial paper contracts on March 31, 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.
15
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.
|
March 31, 2018
|
March 31, 2017
|
December 31, 2017
|
Cash and cash
equivalents
|
$153,683,543
|
$136,141,419
|
$137,945,626
|
Restricted
cash
|
-
|
110,684
|
-
|
Total cash, cash
equivalents, and restricted cash shown in the combined statements
of cash flows
|
$153,683,543
|
$136,252,103
|
$137,945,626
|
Due from/to
Broker
The amount recorded by the Trust
for the amount due from and to the clearing broker includes, but is
not limited to, cash held by the broker, amounts payable to the
clearing broker related to open transactions and payables for
commodities futures accounts liquidating to an equity balance on
the clearing broker’s records.
Margin is the minimum amount of
funds that must be deposited by a commodity interest trader with
the trader’s broker to initiate and maintain an open position
in futures contracts. A margin deposit acts to assure the
trader’s performance of the futures contracts purchased or
sold. Futures contracts are customarily bought and sold on initial
margin that represents a very small percentage of the aggregate
purchase or sales price of the contract. Because of such low margin
requirements, price fluctuations occurring in the futures markets
may create profits and losses that, in relation to the amount
invested, are greater than are customary in other forms of
investment or speculation. As discussed below, adverse price
changes in the futures contract may result in margin requirements
that greatly exceed the initial margin. In addition, the amount of
margin required in connection with a particular futures contract is
set from time to time by the exchange on which the contract is
traded and may be modified from time to time by the exchange during
the term of the contract. Brokerage firms, such as the Funds’
clearing brokers, carrying accounts for traders in commodity
interest contracts generally require higher amounts of margin as a
matter of policy to further protect themselves. Over-the-counter
trading generally involves the extension of credit between
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.
16
Payable/Receivable for Securities
Purchased/Sold
Due from/to broker for
investments in securities are securities transactions pending
settlement. The Trust and the Funds are subject to credit risk to
the extent any broker with whom it conducts business is unable to
fulfill contractual obligations on its behalf. The management of
the Trust and the Funds monitors the financial condition of such
brokers and does not anticipate any losses from these
counterparties. Since the inception of the Fund, the principal
broker through which the Trust and TAGS clear securities
transactions for TAGS is the Bank of New York Mellon Capital
Markets.
Sponsor Fee,
Allocation of Expenses and Related Party
Transactions
The 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 March 31, the
Funds recognized $980,265 in 2018 and $853,550 in 2017 for these
services, which are primarily recorded in distribution and
marketing fees on the combined statements of operations; of these
expenses, $128,781 in 2018 and $6,983 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.
For
the three months ended March 31, 2018 there were $262,298 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: $40,682 for CORN, $99,942 for
SOYB, $80,690 for CANE, $23,769 for WEAT, and $17,215 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 March
31, 2017 there were $84,761 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: $35,000 for
CORN, $15,000 for SOYB, $13,078 for CANE and $21,683 for TAGS. The
Sponsor has determined that there would be no recovery sought for
these amounts in any future period.
17
Use of
Estimates
The preparation of financial
statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amount of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts
of the revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Fair Value -
Definition and Hierarchy
In accordance with U.S. GAAP,
fair value is defined as the price that would be received to sell
an asset or paid to transfer a liability (i.e., the “exit
price”) in an orderly transaction between market participants
at the measurement date.
In determining fair value, the
Trust uses various valuation approaches. In accordance with U.S.
GAAP, a fair value hierarchy for inputs is used in measuring fair
value that maximizes the use of observable inputs and minimizes the
use of unobservable inputs by requiring that the most observable
inputs be used when available. Observable inputs are those that
market participants would use in pricing the asset or liability
based on market data obtained from sources independent of the
Trust. Unobservable inputs reflect the Trust’s assumptions
about the inputs market participants would use in pricing the asset
or liability developed based on the best information available in
the circumstances. The fair value hierarchy is categorized into
three levels based on the inputs as follows:
Level 1 - Valuations based on
unadjusted quoted prices in active markets for identical assets or
liabilities that the Trust has the ability to access. Valuation
adjustments and block discounts are not applied to Level 1 futures
contracts held by CORN, SOYB, CANE and WEAT, the securities of the
Underlying Funds held by TAGS, and any other securities held by any
Fund, together referenced throughout this filing as
“financial instruments.” Since valuations are
based on quoted prices that are readily and regularly available in
an active market, valuation of these securities does not entail a
significant degree of judgment.
Level 2 - Valuations based on quoted
prices in markets that are not active or for which all significant
inputs are observable, either directly or
indirectly.
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.
18
On March 31, 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 three months ended March
31, 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.
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 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.
19
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 adoption did not have a material impact on the
financial statements and disclosures of the Trust or the
Funds.
The FASB issued ASU 2017-01,
“Business Combinations (Topic 805): Clarifying the Definition
of a Business”. The amendments are intended to help companies
and other organizations evaluate whether transactions should be
accounted for as acquisitions (or disposals) of assets or
businesses. The amendments are effective for public companies for
annual periods beginning after December 15, 2017, including interim
periods within those periods. The adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Funds.
The FASB issued ASU 2016-18,
“Statement of Cash Flows (Topic 230)”. The amendments
in this update require that a statement of cash flows explain the
change during the period in the total of cash, cash equivalents,
and amounts generally described as restricted cash or restricted
cash equivalents. Therefore, amounts generally described as
restricted cash and restricted cash equivalents should be included
with cash and cash equivalents when reconciling the beginning
of period and end of period total amounts shown
on the statement of cash flows. The amendments are effective for
fiscal years beginning after December 15, 2017, and interim periods
within those fiscal years. The Sponsor elected to early adopt ASU
2016-18 for the year ending December 31, 2017 and the
adoption did not have a material impact on the financial statements
and disclosures of the Trust or the Funds.
The FASB issued ASU 2014-09 in May 2014,
“Revenue from Contracts with Customers (Topic 606),”
which replaces the revenue recognition requirements of
“Revenue Recognition (Topic 605).” This ASU is based on
the principle that revenue is recognized to depict the transfer of
goods and services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in
exchange for those goods or services. This ASU provides new and
more detailed guidance on specific topics and expands and improves
disclosures about revenue. In August 2015, the FASB issued ASU
2015-14 which defers the effective date of ASU 2014-09
by one year to fiscal years beginning after December 15, 2017. ASU
2015-14 also permits early adoption of ASU 2014-09, but
not before the original effective date, which was for fiscal years
beginning after December 15, 2016. The Trust and the Fund record
income or loss from the recognition and measurement of futures
contracts and from interest income under Subtopic 825-10.
Revenue from financial instruments which are valued under Subtopic
825 will not be subject to the application of ASU 2014-09 and
2015-14. The 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 March 31, 2018 and December 31,
2017:
March 31, 2018
Assets:
|
Level 1
|
Level 2
|
Level 3
|
Balance as of March 31, 2018
|
Cash
Equivalents
|
$64,865,379
|
$-
|
$-
|
$64,865,379
|
Commodity
Futures Contracts
|
|
|
|
|
Corn futures
contracts
|
2,139,187
|
-
|
-
|
2,139,187
|
Soybeans
futures contracts
|
434,475
|
-
|
-
|
434,475
|
Wheat
futures contracts
|
877,587
|
-
|
-
|
877,587
|
Total
|
$68,316,628
|
$-
|
$-
|
$68,316,628
|
Liabilities:
|
Level 1
|
Level 2
|
Level 3
|
Balance as of March 31, 2018
|
Commodity
Futures Contracts
|
|
|
|
|
Sugar
futures contracts
|
$769,552
|
$-
|
$-
|
$769,552
|
Wheat
futures contracts
|
2,385,475
|
-
|
-
|
2,385,475
|
Total
|
$3,155,027
|
$-
|
$-
|
$3,155,027
|
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
|
21
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 March
31, 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 months ended March 31, 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. These recognized assets and liabilities are presented
as defined in the Financial Accounting Standards Board’s
(“FASB”) Accounting Standards Update
(“ASU”) No. 2011-11 “Balance Sheet (Topic 210):
Disclosures about Offsetting Assets and Liabilities” and
subsequently clarified in FASB ASU 2013-01 “Balance Sheet
(Topic 210): Clarifying the Scope of Disclosures about Offsetting
Assets and Liabilities.”
The following table also
identifies the fair value amounts of derivative instruments
included in the combined statements of assets and liabilities as
derivative contracts, categorized by primary underlying risk and
held by the FCM, ED&F Man as of March 31, 2018
and December 31, 2017.
22
Offsetting of Financial Assets and Derivative
Assets as of March 31, 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
|
|
|
|
|
|
|
Corn futures
contracts
|
$2,139,187
|
$-
|
$2,139,187
|
$-
|
$-
|
$2,139,187
|
Soybeans
futures contracts
|
$434,475
|
$-
|
$434,475
|
$-
|
$-
|
$434,475
|
Wheat
futures contracts
|
$877,587
|
$-
|
$877,587
|
$877,587
|
$-
|
$-
|
Offsetting of Financial Liabilities and
Derivative Liabilities as of March 31,
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
|
|
|
|
|
|
|
Sugar
futures contracts
|
$769,552
|
$-
|
$769,552
|
$-
|
$769,552
|
$-
|
Wheat
futures contracts
|
$2,385,475
|
$-
|
$2,385,475
|
$887,587
|
$1,497,888
|
$-
|
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
|
$-
|
$-
|
23
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
|
$-
|
The following is a summary of
realized and unrealized gains (losses) of the derivative
instruments utilized by the Trust:
Three months ended March 31,
2018
Primary Underlying
Risk
|
Realized Gain (Loss) on
Commodity Futures Contracts |
Net Change in Unrealized Appreciation or
Depreciation on Commodity Futures Contracts |
Commodity
price
|
|
|
Corn futures
contracts
|
$1,238,962
|
$3,980,750
|
Soybean futures
contracts
|
(77,600
) |
882,538
|
Sugar futures
contracts
|
(269,114)
|
(886,738)
|
Wheat futures
contracts
|
1,332,663
|
1,088,162
|
Total commodity futures
contracts
|
$2,224,911
|
$5,064,712
|
Three months ended March 31,
2017
Primary Underlying
Risk
|
Realized Gain (Loss) on
Commodity Futures Contracts |
Net Change in Unrealized Appreciation or
Depreciation on Commodity Futures Contracts |
Commodity
price
|
|
|
Corn futures
contracts
|
$280,775
|
$940,250
|
Soybean futures
contracts
|
342,912
|
(831,150)
|
Sugar futures
contracts
|
(206,248)
|
(376,925)
|
Wheat futures
contracts
|
(175,300)
|
962,713
|
Total commodity futures
contracts
|
$242,139
|
$694,888
|
24
Volume of
Derivative Activities
The average notional market value
categorized by primary underlying risk for all futures contracts
held was $158.8 million for the three months ended March 31, 2018
and $154.4 million for the three months ended March 31,
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:
March 31, 2018
|
|
|
|
|
|
|
Outstanding Shares
|
Net
Assets
|
Teucrium Corn
Fund
|
3,950,004
|
$71,062,442
|
Teucrium Soybean
Fund
|
850,004
|
16,184,117
|
Teucrium Sugar
Fund
|
1,025,004
|
8,499,709
|
Teucrium Wheat
Fund
|
10,475,004
|
64,839,083
|
Teucrium Agricultural
Fund:
|
|
|
Net
assets including the investment in the Underlying
Funds
|
50,002
|
1,139,669
|
Less:
Investment in the Underlying Funds
|
|
(1,136,893)
|
Net
for the Fund in the combined net assets of the Trust
|
|
2,776
|
Total
|
|
$160,588,127
|
25
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 March 31, 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: On April 30, 2018, the SEC
declared effective a new registration statement for SOYB. This
registration statement registered an additional 5,000,000 shares of
the Fund.
CANE: On April 30, 2018, the SEC
declared effective a new registration statement for CANE. This
registration statement registered an additional 5,000,000 shares of
the Fund.
The total net assets of the Fund
increased by $4,483,316 or 53% for the period from March 31, 2018
through May 8, 2018. This was driven by a 66% increase in the
shares outstanding and an 8% decrease in the net asset value per
share.
WEAT: Nothing to
Report
TAGS: On April 9, 2018, there was a
25,000 share creation order for TAGS which settled on April 10,
2018. The shares outstanding for the Fund exceeded the minimum
level of shares outstanding and, therefore, there can now be a
redemption of shares.
On April 30, 2018, the SEC
declared effective a new registration statement for
TAGS.
The
total net assets of the Fund increased by $568,699 or 50% for the
period from March 31, 2018 through May 8, 2018. This was driven by
a 50% increase in the shares
outstanding.
26
TEUCRIUM CORN FUND
|
March 31, 2018
|
December 31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash and
cash equivalents
|
$68,773,183
|
$63,139,461
|
Interest
receivable
|
-
|
73
|
Other
assets
|
133,485
|
2,772
|
Equity in
trading accounts:
|
|
|
Commodity
futures contracts
|
2,139,187
|
120,487
|
Due
from broker
|
185,333
|
3,703,896
|
Total
equity in trading accounts
|
2,324,520
|
3,824,383
|
Total
assets
|
71,231,188
|
66,966,689
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
59,610
|
55,432
|
Other
liabilities
|
109,136
|
47,728
|
Equity in
trading accounts:
|
|
|
Commodity
futures contracts
|
-
|
1,962,050
|
Total
liabilities
|
168,746
|
2,065,210
|
|
|
|
Net assets
|
$71,062,442
|
$64,901,479
|
|
|
|
Shares outstanding
|
3,950,004
|
3,875,004
|
|
|
|
Net asset value per share
|
$17.99
|
$16.75
|
|
|
|
Market value per share
|
$17.96
|
$16.77
|
The accompanying notes are an integral part
of these financial statements.
27
TEUCRIUM CORN FUND
March 31, 2018
(Unaudited)
(Unaudited)
|
|
Percentage of
|
|
Description: Assets
|
Fair Value
|
Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money market
funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$115)
|
$115
|
0.00%
|
115
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
Boston
Scientific Corporation 2.113% (cost: $2,494,604 due
4/20/2018)
|
$2,497,229
|
3.51%
|
2,500,000
|
Canadian
Natural Resources Limited 2.133% (cost: $2,495,731 due
4/13/2018)
|
2,498,233
|
3.52
|
2,500,000
|
Enbridge
Energy Partners L.P. 2.144% (cost: $2,493,344 due
4/20/2018)
|
2,497,190
|
3.51
|
2,500,000
|
Enbridge
Energy Partners L.P. 2.13% (cost: $2,493,682 due
4/20/2018)
|
2,497,208
|
3.51
|
2,500,000
|
Equifax Inc.
2.063% (cost: $4,988,042 due 4/13/2018)
|
4,996,583
|
7.03
|
5,000,000
|
HP Inc.
2.481% (cost: $2,487,529 due 6/07/2018)
|
2,488,554
|
3.50
|
2,500,000
|
Marriott
International, Inc 2.274% (cost: $2,488,093 due
6/04/2018)
|
2,489,974
|
3.50
|
2,500,000
|
Thomson
Reuters Corporation 2.045% (cost: $2,487,594 due
5/15/2018)
|
2,493,797
|
3.51
|
2,500,000
|
Thomson
Reuters Corporation 2.046% (cost: $2,487,729 due
5/21/2018)
|
2,492,948
|
3.51
|
2,500,000
|
Walgreens
Boots Alliance, Inc. 2.116% (cost: $4,975,208 due
5/29/2018)
|
4,983,084
|
7.01
|
5,000,000
|
Total
Commercial Paper (cost: $29,891,556)
|
$29,934,800
|
42.11%
|
|
Total Cash
Equivalents
|
$29,934,915
|
42.11%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT corn
futures JUL18 (1,255 contracts)
|
$1,572,413
|
2.21%
|
$24,864,687
|
CBOT corn
futures SEP18 (1,057 contracts)
|
12,887
|
0.02
|
21,311,763
|
CBOT corn
futures DEC18 (1,210 contracts)
|
553,887
|
0.78
|
24,895,750
|
Total
commodity futures contracts
|
$2,139,187
|
3.01%
|
$71,072,200
|
The accompanying notes are an integral part
of these financial statements.
28
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.
29
TEUCRIUM CORN FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Income
|
|
|
Realized and
unrealized gain on trading of commodity futures
contracts:
|
|
|
Realized
income on commodity futures contracts
|
$1,238,962
|
$280,775
|
Net change
in unrealized appreciation on commodity futures
contracts
|
3,980,750
|
940,250
|
Interest
income
|
287,497
|
148,373
|
Total income
|
5,507,209
|
1,369,398
|
|
|
|
Expenses
|
|
|
Management
fees
|
169,851
|
181,168
|
Professional
fees
|
101,717
|
174,930
|
Distribution
and marketing fees
|
288,060
|
251,740
|
Custodian
fees and expenses
|
30,634
|
41,725
|
Business
permits and licenses fees
|
12,863
|
10,585
|
General
and administrative expenses
|
34,546
|
33,470
|
Brokerage
commissions
|
20,840
|
21,290
|
Other
expenses
|
12,372
|
9,760
|
Total
expenses
|
670,883
|
724,668
|
|
|
|
Expenses
waived by the Sponsor
|
(40,682)
|
(35,000)
|
|
|
|
Total expenses, net
|
630,201
|
689,668
|
|
|
|
Net income
|
$4,877,008
|
$679,730
|
|
|
|
Net income
per share
|
$1.24
|
$0.24
|
Net income
per weighted average share
|
$1.22
|
$0.18
|
Weighted
average shares outstanding
|
3,990,560
|
3,803,615
|
The accompanying notes are an integral
part of these financial statements.
30
TEUCRIUM CORN FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Operations
|
|
|
Net
income
|
$4,877,008
|
$679,730
|
Capital
transactions
|
|
|
Issuance of
Shares
|
6,917,693
|
12,428,813
|
Redemption
of Shares
|
(5,633,738)
|
(17,400,898)
|
Total
capital transactions
|
1,283,955
|
(4,972,085)
|
Net change
in net assets
|
6,160,963
|
(4,292,355)
|
|
|
|
Net assets, beginning of period
|
$64,901,479
|
$73,213,541
|
|
|
|
Net assets, end of period
|
$71,062,442
|
$68,921,186
|
|
|
|
Net asset value per share at beginning of
period
|
$16.75
|
$18.77
|
|
|
|
Net asset value per share at end of period
|
$17.99
|
$19.01
|
|
|
|
Creation of
Shares
|
400,000
|
625,000
|
Redemption
of Shares
|
325,000
|
900,000
|
The accompanying notes are an integral part
of these financial statements.
31
TEUCRIUM CORN FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Cash flows from operating activities:
|
|
|
Net income
|
$4,877,008
|
$679,730
|
Adjustments to reconcile net income to net cash provided by (used
in) operating activities:
|
|
|
Net change
in unrealized appreciation on commodity futures
contracts
|
(3,980,750)
|
(940,250)
|
Changes in operating assets and liabilities:
|
|
|
Due
from broker
|
3,518,563
|
275,183
|
Interest
receivable
|
73
|
38
|
Other
assets
|
(130,713)
|
(210,164)
|
Management
fee payable to Sponsor
|
4,178
|
(5,783)
|
Other
liabilities
|
61,408
|
40,205
|
Net cash provided by (used in) operating
activities
|
4,349,767
|
(161,041)
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds
from sale of Shares
|
6,917,693
|
12,428,813
|
Redemption
of Shares
|
(5,633,738)
|
(17,400,898)
|
Net cash provided by (used in) financing
activities
|
1,283,955
|
(4,972,085)
|
|
|
|
Net change in cash and cash equivalents
|
5,633,722
|
(5,133,126)
|
Cash and cash equivalents, beginning of period
|
63,139,461
|
69,072,284
|
Cash and cash equivalents, end of period
|
$68,773,183
|
$63,939,158
|
The accompanying notes are an integral part
of these financial statements.
32
March 31,
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 Fund’s
initial registration of 30,000,000 shares on Form S1 was
declared effective by the U.S. Securities and Exchange Commission
(“SEC”). On June 9, 2010, the Fund listed its shares on
the NYSE Arca under the ticker symbol “CORN.” On the
day prior to that, the Fund issued 200,000 shares in exchange
for $5,000,000 at the Fund’s initial NAV of $25
per share. The Fund also commenced investment operations on June 9,
2010 by purchasing commodity futures contracts traded on the CBOT.
On April 29, 2016, a second subsequent registration statement for
CORN was declared effective by the SEC.
The accompanying unaudited
financial statements have been prepared in accordance with Rule
10-01 of Regulation S-X promulgated by the SEC and, therefore, do
not include all information and footnote disclosures required under
accounting principles generally accepted in the United States of
America (“GAAP”). The financial information included
herein is unaudited; however, such financial information reflects
all adjustments which are, in the opinion of management, necessary
for the fair presentation of the 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-3 filing, as
applicable. The operating results for the three months ended
March 31, 2018 are not necessarily indicative of the results to be
expected for the full year ending December 31,
2018.
33
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 March 31, 2018
and 2017, the Fund recognized $30,634 and $41,725, respectively,
for these services, which is recorded in custodian fees and
expenses on the statements of operations; of these expenses, $762
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 March 31, 2018 and 2017, the Fund recognized
$18,022 and $25,945, 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 $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 March 31, 2018 and 2017, the Fund recognized
$20,840 and $21,290, 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 months
ended March 31, 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.
34
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 March 31, 2018 and for the years ended December 31,
2017, 2016, 2015 and 2014. 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 months ended March 31, 2018 and
2017.
The
Fund may be subject to potential examination by U.S. federal, U.S.
state, or foreign jurisdictional authorities in the area of income
taxes. These potential examinations may include questioning the
timing and amount of deductions, the nexus of income among various
tax jurisdictions, and compliance with U.S. federal, U.S. state and
foreign tax laws. The Fund’s management does not expect that
the total amount of unrecognized tax benefits will materially
change over the next twelve months. In the opinion of the Sponsor,
the 2017 Tax Cuts and Jobs Act, will not have a significant impact
on the Fund and did not have a significant impact on the financial
statements of the Fund.
Creations
and Redemptions
Authorized Purchasers may
purchase Creation Baskets consisting of 25,000 shares from CORN.
The amount of the proceeds required to purchase a Creation Basket
will be equal to the NAV of the shares in the Creation Basket
determined as of 4:00 p.m. New York time on the day the order to
create the basket is properly received.
35
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 $115 and $170 in money market funds at
March 31, 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 $38,838,268 and $38,174,688 in demand deposit
savings accounts on March 31, 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 $29,934,800 and $24,964,873 in commercial paper contracts on
March 31, 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. On March 31, 2018 and
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.
36
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 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.
37
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 March
31, 2018 and 2017, such expenses were $373,988 and $420,572
respectively; of these expenses $22,604 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 months ended March
31, 2018, there were $40,682 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 March 31, 2017, there were $35,000 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.
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.
38
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 March 31, 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 three months ended March
31, 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
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.
39
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 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 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.
40
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 March 31, 2018 and December 31,
2017:
March 31,
2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
March 31,
2018
|
Cash
Equivalents
|
$29,934,915
|
$-
|
$-
|
$29,934,915
|
Corn Futures
Contracts
|
2,139,187
|
-
|
-
|
2,139,187
|
Total
|
$32,074,102
|
$-
|
$-
|
$32,074,102
|
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 three months ended
March 31, 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.
41
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 months ended March 31, 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 statements of assets and liabilities to enable users of these
financial statements to evaluate the effect or potential effect of
netting arrangements for recognized assets and liabilities. These
recognized assets and liabilities are presented as defined in FASB
ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about
Offsetting Assets and Liabilities” and subsequently clarified
in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying
the Scope of Disclosures about Offsetting Assets and
Liabilities.”
The following table also
identifies the fair value amounts of derivative instruments
included in the statements of assets and liabilities as derivative
contracts, categorized by primary underlying risk and held by the
FCM, ED&F Man as of March 31, 2018 and December 31,
2017.
Offsetting of Financial Assets and Derivative
Assets as of March 31, 2018
|
(i)
|
(ii)
|
(iii) =
(i)-(ii)
|
(iv)
|
|
(v) =
(iii)-(iv)
|
|
|
|
|
Gross Amount
Not Offset in the Statement of Assets and Liabilities
|
|
|
Description
|
Gross Amount
of Recognized Assets
|
Gross Amount
Offset in the Statement of Assets and Liabilities
|
Net Amount
Presented in the Statement of Assets and Liabilities
|
Futures
Contracts Available for Offset
|
Collateral,
Due to Broker
|
Net
Amount
|
Commodity
Price
|
|
|
|
|
|
|
Corn Futures
Contracts
|
$2,139,187
|
$-
|
$2,139,187
|
$-
|
$-
|
$2,139,187
|
42
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
|
$-
|
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 March 31,
2018
|
Realized Gain on
|
Net Change in Unrealized
Appreciation
|
Primary Underlying
Risk
|
Commodity Futures
Contracts
|
on Commodity Futures
Contracts
|
Commodity
Price
|
|
|
Corn futures
contracts
|
$1,238,962
|
$3,980,750
|
43
Three months ended March 31,
2017
|
Realized Gain on
|
Net Change in Unrealized
Appreciation
|
Primary Underlying
Risk
|
Commodity Futures
Contracts
|
on
Commodity Futures Contracts
|
Commodity
Price
|
|
|
Corn futures
contracts
|
$280,775
|
$940,250
|
Volume of
Derivative Activities
The average notional market
value categorized by primary underlying risk for the futures
contracts held was $69.9 million for the three months ended March
31, 2018 and $70.7 million for the three months ended March
31, 2017.
Note 6
– Financial
Highlights
The following tables present per
unit performance data and other supplemental financial data for the
three months ended March 31, 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
|
|
March 31, 2018
|
March 31, 2017
|
Per Share Operation Performance
|
|
|
Net
asset value at beginning of period
|
$16.75
|
$18.77
|
Income
from investment operations:
|
|
|
Investment
income
|
0.07
|
0.04
|
Net
realized and unrealized gain on commodity futures
contracts
|
1.33
|
0.38
|
Total
expenses, net
|
(0.16)
|
(0.18)
|
Net
increase in net asset value
|
1.24
|
0.24
|
Net
asset value at end of period
|
$17.99
|
$19.01
|
Total Return
|
7.40%
|
1.28%
|
Ratios to Average Net Assets (Annualized)
|
|
|
Total
expenses
|
3.95%
|
4.00%
|
Total
expenses, net
|
3.71%
|
3.81%
|
Net
investment loss
|
(2.02)%
|
(2.99)%
|
44
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 March 31, 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.
45
TEUCRIUM SOYBEAN
FUND
|
March 31,
2018
|
December 31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash and cash
equivalents
|
$15,713,705
|
$9,942,185
|
Interest
receivable
|
-
|
22
|
Other
assets
|
36,621
|
1,839
|
Equity in trading
accounts:
|
|
|
Commodity
futures contracts
|
434,475
|
-
|
Due
from broker
|
27,910
|
789,636
|
Total
equity in trading accounts
|
462,385
|
789,636
|
Total
assets
|
16,212,711
|
10,733,682
|
|
|
|
Liabilities
|
|
|
Management fee
payable to Sponsor
|
12,272
|
12,111
|
Other
liabilities
|
16,322
|
9,483
|
Equity in trading
accounts:
|
|
|
Commodity
futures contracts
|
-
|
448,063
|
Total
liabilities
|
28,594
|
469,657
|
|
|
|
Net
assets
|
$16,184,117
|
$10,264,025
|
|
|
|
Shares
outstanding
|
850,004
|
575,004
|
|
|
|
Net
asset value per share
|
$19.04
|
$17.85
|
|
|
|
Market
value per share
|
$19.05
|
$17.88
|
The accompanying notes are an integral part
of these financial statements.
46
TEUCRIUM SOYBEAN
FUND
March 31,
2018
(Unaudited)
|
|
Percentage of
|
|
Description: Assets
|
Fair Value
|
Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money market
funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$106)
|
$106
|
0.00%
|
106
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
Boston
Scientific Corporation 2.113% (cost: $2,494,604 due
4/20/2018)
|
$2,497,229
|
15.43%
|
2,500,000
|
Canadian
Natural Resources Limited 2.316% (cost: $2,495,208 due
4/25/2018)
|
2,496,167
|
15.42
|
2,500,000
|
Total
Commercial Paper (cost: $4,989,812)
|
$4,993,396
|
30.85%
|
|
Total Cash
Equivalents
|
$4,993,502
|
30.85%
|
|
|
|
|
|
|
|
|
Notional
Amount
|
|
|
|
(Long
Exposure)
|
Commodity futures contracts
|
|
|
|
United
States soybean futures contracts
|
|
|
|
CBOT soybean
futures JUL18 (107 contracts)
|
$264,937
|
1.64%
|
$5,646,925
|
CBOT soybean
futures NOV18 (93 contracts)
|
168,100
|
1.04
|
4,872,037
|
CBOT soybean
futures NOV19 (113 contracts)
|
1,438
|
0.01
|
5,671,188
|
Total
commodity futures contracts
|
$434,475
|
2.69%
|
$16,190,150
|
The accompanying notes are an integral part
of these financial statements.
47
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.
48
TEUCRIUM SOYBEAN
FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Income
|
|
|
Realized and unrealized gain
(loss) on trading of commodity futures
contracts:
|
|
|
Realized (loss)
gain on commodity futures contracts
|
$(77,600)
|
$342,912
|
Net change in
unrealized appreciation or depreciation on commodity futures
contracts
|
882,538
|
(831,150)
|
Interest
income
|
49,814
|
25,764
|
Total
income (loss)
|
854,752
|
(462,474)
|
|
|
|
Expenses
|
|
|
Management
fees
|
30,184
|
31,229
|
Professional
fees
|
31,108
|
37,019
|
Distribution
and marketing fees
|
118,926
|
39,648
|
Custodian
fees and expenses
|
11,499
|
5,731
|
Business
permits and licenses fees
|
10,088
|
4,647
|
General
and administrative expenses
|
6,882
|
4,993
|
Brokerage
commissions
|
2,538
|
1,659
|
Other
expenses
|
4,625
|
1,874
|
Total
expenses
|
215,850
|
126,800
|
|
|
|
Expenses
waived by the Sponsor
|
(99,942)
|
(15,000)
|
|
|
|
Total expenses, net
|
115,908
|
111,800
|
|
|
|
Net income (loss)
|
$738,844
|
$(574,274)
|
|
|
|
Net income
(loss) per share
|
$1.19
|
$(0.97)
|
Net income
(loss) per weighted average share
|
$1.12
|
$(0.88)
|
Weighted
average shares outstanding
|
658,893
|
651,671
|
The accompanying notes are an integral part
of these financial statements.
49
TEUCRIUM SOYBEAN
FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Operations
|
|
|
Net income
(loss)
|
$738,844
|
$(574,274)
|
Capital
transactions
|
|
|
Issuance of
Shares
|
5,181,248
|
498,977
|
Redemption
of Shares
|
-
|
(1,937,740)
|
Total
capital transactions
|
5,181,248
|
(1,438,763)
|
Net change
in net assets
|
5,920,092
|
(2,013,037)
|
|
|
|
Net assets, beginning of period
|
$10,264,025
|
$12,882,100
|
|
|
|
Net assets, end of period
|
$16,184,117
|
$10,869,063
|
|
|
|
Net asset value per share at beginning of
period
|
$17.85
|
$19.08
|
|
|
|
Net asset value per share at end of period
|
$19.04
|
$18.11
|
|
|
|
Creation of
Shares
|
275,000
|
25,000
|
Redemption
of Shares
|
-
|
100,000
|
The accompanying notes are an integral part
of these financial statements.
50
TEUCRIUM SOYBEAN
FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Cash flows from operating activities:
|
|
|
Net income (loss)
|
$738,844
|
$(574,274)
|
Adjustments
to reconcile net income (loss) to net cash provided by (used in)
operating activities:
|
|
|
Net change in unrealized depreciation or appreciation on commodity
futures contracts
|
(882,538)
|
831,150
|
Changes in operating assets and liabilities:
|
|
|
Due
from broker
|
761,726
|
(682,767)
|
Interest
receivable
|
22
|
(12)
|
Other
assets
|
(34,782)
|
(46,586)
|
Management
fee payable to Sponsor
|
161
|
(1,769)
|
Other
liabilities
|
6,839
|
(2,168)
|
Net cash provided by (used in) operating
activities
|
590,272
|
(476,426)
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds
from sale of Shares
|
5,181,248
|
498,977
|
Redemption
of Shares
|
-
|
(1,937,740)
|
Net cash provided by (used in) financing
activities
|
5,181,248
|
(1,438,763)
|
|
|
|
Net change in cash, cash equivalents, and restricted
cash
|
5,771,520
|
(1,915,189)
|
Cash, cash equivalents, and restricted cash, beginning of
period
|
9,942,185
|
12,377,999
|
Cash, cash equivalents, and restricted cash, end of
period
|
$15,713,705
|
$10,462,810
|
The accompanying notes are an integral part
of these financial statements.
51
March 31,
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
thirdtoexpire 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 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
“SOYB.” On the business day prior to that, the Fund
issued 100,000 shares in exchange for $2,500,000 at the
Fund’s initial NAV of $25 per share. The Fund also commenced
investment operations on September 19, 2011 by purchasing soybean
commodity futures contracts traded on the CBOT. On December 31,
2010, the Fund had four shares outstanding, which were owned by the
Sponsor. On June 30, 2014, a subsequent registration statement for
SOYB was declared effective by the SEC. On May 1, 2017, a
subsequent registration statement for SOYB was declared effective
by the SEC.
52
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 months ended
March 31, 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 March 31, 2018
and 2017, the Fund recognized $11,499 and $5,731, respectively, for
these services, which is recorded in custodian fees and expenses on
the statements of operations; of these expenses, $7,698 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 March 31, 2018 and 2017, the Fund recognized
$6,254 and $4,108, respectively, for these services, which is
recorded in distribution and marketing fees on the statements of
operations; of these expenses, $4,095 in 2018 and $0 in 2017 were
waived by the Sponsor.
53
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 March 31, 2018 and 2017, the Fund recognized
$2,538 and $1,659, 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 months
ended March 31, 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 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.
54
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 March 31, 2018 and for the years ended December 31,
2017, 2016, 2015 and 2014. 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 months ended March 31, 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.
55
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 $106 and $100 in money market funds at March 31, 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 $10,720,203 and $9,942,111 in demand deposit
savings accounts as of March 31, 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 $4,993,396 in commercial
paper contracts on March 31, 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.
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.
|
March 31, 2018
|
March 31, 2017
|
December 31, 2017
|
Cash and cash
equivalents
|
$15,713,705
|
$10,399,194
|
$9,942,185
|
Restricted
cash
|
-
|
63,616
|
-
|
Total cash, cash
equivalents, and restricted cash shown in the statements of cash
flows
|
$15,713,705
|
$10,462,810
|
$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.
56
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.
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.
57
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 March
31, 2018 and 2017, such expenses were $126,836 and $65,984
respectively; of these expenses, $58,813 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 months ended March 31, 2018, there were $99,942 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 March 31, 2017, there were $15,000 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.
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.
58
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 March 31, 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 three months ended March
31, 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 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.
59
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 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
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.
60
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 March 31, 2018 and December 31,
2017:
March 31, 2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
March 31,
2018
|
Cash
Equivalents
|
$4,993,502
|
$-
|
$-
|
$4,993,502
|
Soybeans
futures contracts
|
434,475
|
-
|
-
|
434,475
|
Total
|
$5,427,977
|
$-
|
$-
|
$5,427,977
|
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
|
Soybeans
futures contracts
|
$448,063
|
$-
|
$-
|
$448,063
|
For the three months ended March
31, 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 months ended March 31, 2018 and 2017, the
Fund invested only in commodity futures
contracts.
61
Futures
Contracts
The Fund is subject to commodity
price risk in the normal course of pursuing its investment
objectives. A futures contract represents a commitment for the
future purchase or sale of an asset at a specified price on a
specified date.
The purchase and sale of futures
contracts requires margin deposits with a FCM. Subsequent payments
(variation margin) are made or received by the Fund each day,
depending on the daily fluctuations in the value of the contract,
and are recorded as unrealized gains or losses by the Fund. Futures
contracts may reduce the Fund’s exposure to counterparty risk
since futures contracts are exchange-traded; and the
exchange’s clearinghouse, as the counterparty to all
exchange-traded futures, guarantees the futures against
default.
The Commodity Exchange Act
requires an FCM to segregate all customer transactions and assets
from the FCM’s proprietary activities. A customer’s
cash and other equity deposited with an FCM are considered
commingled with all other customer funds subject to the FCM’s
segregation requirements. In the event of an FCM’s
insolvency, recovery may be limited to the Fund’s pro rata
share of segregated customer funds available. It is possible that
the recovery amount could be less than the total of cash and other
equity deposited.
The following table discloses
information about offsetting assets and liabilities presented in
the statements of assets and liabilities to enable users of these
financial statements to evaluate the effect or potential effect of
netting arrangements for recognized assets and liabilities. These
recognized assets and liabilities are presented as defined in FASB
ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about
Offsetting Assets and Liabilities” and subsequently clarified
in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying
the Scope of Disclosures about Offsetting Assets and
Liabilities.”
The following table also
identifies the fair value amounts of derivative instruments
included in the statements of assets and liabilities as derivative
contracts, categorized by primary underlying risk and held by the
FCM, ED&F Man as of March 31, 2018 and December 31,
2017.
Offsetting of Financial Assets and
Derivative Assets as of March 31,
2018
|
(i)
|
(ii)
|
(iii) =
(i)-(ii)
|
(iv)
|
|
(v) =
(iii)-(iv)
|
|
|
|
|
Gross Amount
Not Offset in the Statement of Assets and Liabilities
|
|
|
Description
|
Gross Amount
of Recognized Assets
|
Gross Amount
Offset in the Statement of Assets and Liabilities
|
Net Amount
Presented in the Statement of Assets and Liabilities
|
Futures
Contracts Available for Offset
|
Collateral,
Due to Broker
|
Net
Amount
|
Commodity
Price
|
|
|
|
|
|
|
Soybeans
Futures Contracts
|
$434,475
|
$-
|
$434,475
|
$-
|
$-
|
$434,475
|
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
|
|
|
|
|
|
|
Soybeans
Futures Contracts
|
$448,063
|
$-
|
$448,063
|
$-
|
$448,063
|
$-
|
62
The following is a summary of
realized and unrealized gains and losses of the derivative
instruments utilized by the Fund:
Three months ended March 31,
2018
Primary
Underlying Risk
|
|
Realized Loss
on
Commodity Futures
Contracts
|
|
|
Net Change in Unrealized
Appreciation on Commodity Futures
Contracts
|
|
||
Commodity
price
|
|
|
|
|
|
|
|
|
Soybean futures
contracts
|
|
$
|
(77,600
|
)
|
|
$
|
882,538
|
|
Three months ended March 31,
2017
Primary
Underlying Risk
|
|
Realized
Gain on
Commodity Futures
Contracts
|
|
|
Net Change in Unrealized
Depreciation
on
Commodity Futures
Contracts
|
|
||
Commodity
price
|
|
|
|
|
|
|
|
|
Soybean futures
contracts
|
|
$
|
342,912
|
|
|
$
|
(831,150
|
)
|
Volume of
Derivative Activities
The average notional market value
categorized by primary underlying risk for all futures contracts
held was $13.2 million for the three months ended March 31, 2018
and $12.1 million for the three months ended March 31,
2017.
Note
6 – Financial
Highlights
The following tables present per
unit performance data and other supplemental financial data for the
three months ended March 31, 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
|
|
March 31, 2018
|
March 31, 2017
|
Per
Share Operation Performance
|
|
|
Net asset value at
beginning of period
|
$17.85
|
$19.08
|
Income (loss) from
investment operations:
|
|
|
Investment
income
|
0.08
|
0.04
|
Net realized and
unrealized gain (loss) on commodity futures
contracts
|
1.29
|
(0.84)
|
Total expenses,
net
|
(0.18)
|
(0.17)
|
Net increase
(decrease) in net asset value
|
1.19
|
(0.97)
|
Net asset value at
end of period
|
$19.04
|
$18.11
|
Total
Return
|
6.67 %
|
(5.08) %
|
Ratios
to Average Net Assets (Annualized)
|
|
|
Total
expenses
|
7.15 %
|
4.06 %
|
Total expenses,
net
|
3.84 %
|
3.58 %
|
Net investment
loss
|
(2.19) %
|
(2.75) %
|
63
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 March 31, 2018 for
subsequent events through the date of this filing and noted no
material events requiring either recognition through the date of
the filing or disclosure herein for the Fund other than those noted
below:
On April 30, 2018,
the SEC declared effective a new registration statement for SOYB.
This registration statement registered an additional 5,000,000
shares of the Fund.
64
STATEMENTS OF ASSETS AND
LIABILITIES
|
March 31, 2018
|
December 31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash and
cash equivalents
|
$7,899,896
|
$5,929,275
|
Interest
receivable
|
-
|
47
|
Other
assets
|
13,649
|
276
|
Equity in
trading accounts:
|
|
|
Commodity
futures contracts
|
-
|
184,319
|
Due
from broker
|
1,374,835
|
327,885
|
Total
equity in trading accounts
|
1,374,835
|
512,204
|
Total
assets
|
9,288,380
|
6,441,802
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
6,632
|
5,632
|
Other
liabilities
|
12,487
|
5,327
|
Equity in
trading accounts:
|
|
|
Commodity
futures contracts
|
769,552
|
67,133
|
Total
liabilities
|
788,671
|
78,092
|
|
|
|
Net assets
|
$8,499,709
|
$6,363,710
|
|
|
|
Shares outstanding
|
1,025,004
|
650,004
|
|
|
|
Net asset value per share
|
$8.29
|
$9.79
|
|
|
|
Market value per share
|
$8.31
|
$9.78
|
The accompanying notes are an integral part
of these financial statements.
65
TEUCRIUM SUGAR FUND
March 31,
2018
(Unaudited)
|
|
Percentage of
|
|
Description: Assets
|
Fair Value
|
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
|
|
|
|
Canadian
Natural Resources Limited 2.316% (cost: $2,495,208 due
4/25/2018)
|
$2,496,167
|
29.37%
|
2,500,000
|
Total Cash
Equivalents
|
$2,496,259
|
29.37%
|
|
|
|
|
|
|
|
Percentage of
|
Notional
Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long
Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE sugar
futures JUL18 (212 contracts)
|
$337,512
|
3.97%
|
$2,958,503
|
ICE sugar
futures OCT18 (176 contracts)
|
107,957
|
1.27
|
2,536,934
|
ICE sugar
futures MAR19 (190 contracts)
|
324,083
|
3.81
|
3,006,864
|
Total
commodity futures contracts
|
$769,552
|
9.05%
|
$8,502,301
|
The accompanying notes are an integral part
of these financial statements.
66
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.
67
TEUCRIUM SUGAR FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Income
|
|
|
Realized and unrealized loss on trading of commodity futures
contracts:
|
|
|
Realized
loss on commodity futures contracts
|
$(269,114)
|
$(206,248)
|
Net
change in unrealized depreciation on commodity futures
contracts
|
(886,738)
|
(376,925)
|
Interest
income
|
27,917
|
10,930
|
Total
loss
|
(1,127,935)
|
(572,243)
|
|
|
|
Expenses
|
|
|
Management
fees
|
17,510
|
13,954
|
Professional
fees
|
26,501
|
11,743
|
Distribution
and marketing fees
|
65,193
|
16,244
|
Custodian
fees and expenses
|
7,191
|
2,293
|
Business
permits and licenses fees
|
16,247
|
2,126
|
General
and administrative expenses
|
4,124
|
1,045
|
Brokerage
commissions
|
2,169
|
1,675
|
Other
expenses
|
3,039
|
555
|
Total
expenses
|
141,974
|
49,635
|
|
|
|
Expenses
waived by the Sponsor
|
(80,690)
|
(13,078)
|
|
|
|
Total expenses, net
|
61,284
|
36,557
|
|
|
|
Net loss
|
$(1,189,219)
|
$(608,800)
|
|
|
|
Net loss per
share
|
$(1.50)
|
$(1.18)
|
Net loss per
weighted average share
|
$(1.49)
|
$(1.43)
|
Weighted
average shares outstanding
|
796,393
|
424,448
|
The accompanying notes are an integral part
of these financial statements.
68
TEUCRIUM SUGAR FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Operations
|
|
|
Net
loss
|
$(1,189,219)
|
$(608,800)
|
Capital
transactions
|
|
|
Issuance of
Shares
|
3,325,218
|
1,399,195
|
Redemption
of Shares
|
-
|
(1,881,560)
|
Total
capital transactions
|
3,325,218
|
(482,365)
|
Net change
in net assets
|
2,135,999
|
(1,091,165)
|
|
|
|
Net assets, beginning of period
|
$6,363,710
|
$5,513,971
|
|
|
|
Net assets, end of period
|
$8,499,709
|
$4,422,806
|
|
|
|
Net asset value per share at beginning of
period
|
$9.79
|
$12.97
|
|
|
|
Net asset value per share at end of period
|
$8.29
|
$11.79
|
|
|
|
Creation of
Shares
|
375,000
|
100,000
|
Redemption
of Shares
|
-
|
150,000
|
The accompanying notes are an integral part
of these financial statements.
69
TEUCRIUM SUGAR FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Cash flows from operating activities:
|
|
|
Net
loss
|
$(1,189,219)
|
$(608,800)
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
Net
change in unrealized depreciation on commodity futures
contracts
|
886,738
|
376,925
|
Changes in operating assets and liabilities:
|
|
|
Due
from broker
|
(1,046,950)
|
(291,110)
|
Interest
receivable
|
47
|
1
|
Other
assets
|
(13,373)
|
(36,902)
|
Management
fee payable to Sponsor
|
1,000
|
4,778
|
Other
liabilities
|
7,160
|
-
|
Net cash used in operating activities
|
(1,354,597)
|
(555,108)
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds
from sale of Shares
|
3,325,218
|
1,399,195
|
Redemption
of Shares
|
-
|
(1,881,560)
|
Net cash provided by (used in) financing
activities
|
3,325,218
|
(482,365)
|
|
|
|
Net change in cash, cash equivalents, and restricted
cash
|
1,970,621
|
(1,037,473)
|
Cash, cash equivalents, and restricted cash, beginning of
period
|
5,929,275
|
5,090,599
|
Cash, cash equivalents, and restricted cash, end of
period
|
$7,899,896
|
$4,053,126
|
The accompanying notes are an integral part
of these financial statements.
70
March 31, 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 thirdtoexpire
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
Fund’s registration of 10,000,000 shares on Form S-1 was
declared effective by the U.S. Securities and Exchange Commission
(“SEC”). On September 19, 2011, the Fund listed its shares
on the NYSE Arca under the ticker symbol “CANE.” On the
business day prior to that, the Fund issued 100,000 shares in
exchange for $2,500,000 at the Fund’s initial NAV of $25 per
share. The Fund also commenced investment operations on September
19, 2011 by purchasing commodity futures contracts traded on ICE.
On December 31, 2010, the Fund had four shares outstanding, which
were owned by the Sponsor. On June 30, 2014, a subsequent
registration statement for CANE was declared effective by the SEC.
On May 1, 2017, a subsequent registration statement for CANE was
declared effective by the SEC.
The accompanying unaudited
financial statements have been prepared in accordance with Rule
10-01 of Regulation S-X promulgated by the SEC and, therefore, do
not include all information and footnote disclosures required under
accounting principles generally accepted in the United States of
America (“GAAP”). The financial information included
herein is unaudited; however, such financial information reflects
all adjustments which are, in the opinion of management, necessary
for the fair presentation of the 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 months ended March
31, 2018 are not necessarily indicative of the results to be
expected for the full year ending December 31,
2018.
71
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 March 31, 2018
and 2017, the Fund recognized $7,191 and $2,293,
respectively, for these services, which is recorded in
custodian fees and expenses on the statements of operations; of
these expenses, $4,254 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 March 31, 2018 and 2017, the Fund recognized
$3,407 and $1,870, respectively, for these services, which was
recorded in distribution and marketing fees on the statements of
operations; of these expenses $2,236 in 2018 and $434 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 March 31, 2018 and 2017, the Fund recognized
$2,169 and $1,675, 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 months
ended March 31, 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.
72
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 March
31, 2018 and for the years ended December 31, 2017, 2016, 2015 and
2014. 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 months ended March 31, 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.
73
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 $92 and $100 in money market funds at March 31, 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 $5,403,636 and $5,929,221 in demand deposit
savings accounts as of March 31, 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 $2,496,167 in commercial paper contracts on March 31, 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.
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.
|
March 31,
2018
|
March 31,
2017
|
December 31, 2017
|
Cash and cash
equivalents
|
$7,899,896
|
$4,006,058
|
$5,929,275
|
Restricted
cash
|
-
|
47,068
|
-
|
Total cash, cash
equivalents, and restricted cash shown in the statements of cash
flows
|
$7,899,896
|
$4,053,126
|
$5,929,275
|
74
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 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.
75
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 March 31, the Fund recognized $67,764 in
2018 and $28,601 in 2017, respectively, such expenses, which are
primarily included as distribution and marketing fees on the
statements of operations; of these amounts, $31,150 in 2018 and
$2,566 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 March 31, 2018, there were $80,690 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 months ended March
31, 2017, there were $13,078 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:
76
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 March 31, 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 months ended March
31, 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.
77
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 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 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
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 3. The following table presents information about
the Fund’s assets and liabilities measured at fair value as
of March 31, 2018 and December 31, 2017:
78
March 31, 2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
March 31,
2018
|
Cash
Equivalents
|
$2,496,259
|
$-
|
$-
|
$2,496,259
|
|
|
|
|
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
March 31,
2018
|
Sugar
Futures Contracts
|
$769,552
|
$-
|
$-
|
$769,552
|
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
|
Sugar
Futures Contracts
|
$67,133
|
$-
|
$-
|
$67,133
|
For the three months ended March
31, 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 months ended March 31, 2018 and 2017, the
Fund invested only in commodity futures
contracts.
79
Futures
Contracts
The Fund is subject to commodity
price risk in the normal course of pursuing its investment
objectives. A futures contract represents a commitment for the
future purchase or sale of an asset at a specified price on a
specified date.
The purchase and sale of futures
contracts requires margin deposits with a FCM. Subsequent payments
(variation margin) are made or received by the Fund each day,
depending on the daily fluctuations in the value of the contract,
and are recorded as unrealized gains or losses by the Fund. Futures
contracts may reduce the Fund’s exposure to counterparty risk
since futures contracts are exchange-traded; and the
exchange’s clearinghouse, as the counterparty to all
exchange-traded futures, guarantees the futures against
default.
The Commodity Exchange Act
requires an FCM to segregate all customer transactions and assets
from the FCM’s proprietary activities. A customer’s
cash and other equity deposited with an FCM are considered
commingled with all other customer funds subject to the FCM’s
segregation requirements. In the event of an FCM’s
insolvency, recovery may be limited to the Fund’s pro rata
share of segregated customer funds available. It is possible that
the recovery amount could be less than the total of cash and other
equity deposited.
The following table discloses
information about offsetting assets and liabilities presented in
the statements of assets and liabilities to enable users of these
financial statements to evaluate the effect or potential effect of
netting arrangements for recognized assets and liabilities. These
recognized assets and liabilities are presented as defined in FASB
ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about
Offsetting Assets and Liabilities” and subsequently clarified
in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying
the Scope of Disclosures about Offsetting Assets and
Liabilities.”
The following table also
identifies the fair value amounts of derivative instruments
included in the statements of assets and liabilities as derivative
contracts, categorized by primary underlying risk and held by the
FCM, ED&F Man as of March 31, 2018 and December 31,
2017.
Offsetting of Financial Liabilities and
Derivative Liabilities as of March 31,
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
|
$769,552
|
$-
|
$769,552
|
$-
|
$769,552
|
$-
|
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
|
80
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 March 31,
2018
Primary Underlying Risk
|
|
Realized Loss on
Commodity Futures
Contracts
|
|
|
Net Change in Unrealized
Depreciation on
Commodity Futures Contracts |
|
||
Commodity
price
|
|
|
|
|
|
|
||
Sugar futures
contracts
|
|
$
|
(269,114
|
)
|
|
$
|
(886,738
|
)
|
Three months ended March 31,
2017
Primary Underlying Risk
|
|
Realized Loss on
Commodity Futures
Contracts
|
|
|
Net Change in Unrealized
Depreciation on
Commodity Futures
Contracts
|
|
||
Commodity
price
|
|
|
|
|
|
|
||
Sugar futures
contracts
|
|
$
|
(206,248
|
)
|
|
$
|
(376,925
|
)
|
Volume of
Derivative Activities
The average notional market value
categorized by primary underlying risk for all futures contracts
held was $7.6 million for the three months ended March 31, 2018 and
$5.5 million for the three months ended March 31,
2017.
81
Note
6 – Financial
Highlights
The following table presents per
unit performance data and other supplemental financial data for the
three months ended March 31, 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
|
|
March
31, 2018
|
March
31, 2017
|
Per
Share Operation Performance
|
|
|
Net asset value at
beginning of period
|
$9.79
|
$12.97
|
Income (loss) from
investment operations:
|
|
|
Investment
income
|
0.04
|
0.03
|
Net realized and
unrealized loss on commodity futures contracts
|
(1.46)
|
(1.12)
|
Total expenses,
net
|
(0.08)
|
(0.09)
|
Net decrease in net
asset value
|
(1.50)
|
(1.18)
|
Net asset value at
end of period
|
$8.29
|
$11.79
|
Total
Return
|
(15.32) %
|
(9.10) %
|
Ratios
to Average Net Assets (Annualized)
|
|
|
Total
expenses
|
8.11 %
|
3.56 %
|
Total expenses,
net
|
3.50 %
|
2.62 %
|
Net investment
loss
|
(1.91) %
|
(1.84) %
|
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 March 31, 2018 for
subsequent events through the date of this filing and noted no
material events requiring either recognition through the date of
the filing or disclosure herein for the Fund other than those noted
below:
On
April 30, 2018, the SEC declared effective a new registration
statement for CANE. This registration statement registered an
additional 5,000,000 shares of the Fund.
The total net assets of the Fund increased by
$4,483,316 or 53% for the period from March 31, 2018 through May 8,
2018. This was driven by a 66% increase in the shares outstanding
and an 8% decrease in the net asset value per
share.
82
TEUCRIUM WHEAT FUND
|
March 31,
2018
|
December 31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash and
cash equivalents
|
$61,293,767
|
$58,932,231
|
Interest
receivable
|
-
|
111
|
Other
assets
|
169,842
|
1,861
|
Equity in
trading accounts:
|
|
|
Commodity
futures contracts
|
877,587
|
604,475
|
Due
from broker
|
5,028,384
|
5,166,254
|
Total
equity in trading accounts
|
5,905,971
|
5,770,729
|
Total
assets
|
67,369,580
|
64,704,932
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
58,858
|
51,974
|
Other
liabilities
|
86,164
|
36,414
|
Equity in
trading accounts:
|
|
|
Commodity
futures contracts
|
2,385,475
|
3,200,525
|
Total
liabilities
|
2,530,497
|
3,288,913
|
|
|
|
Net assets
|
$64,839,083
|
$61,416,019
|
|
|
|
Shares outstanding
|
10,475,004
|
10,250,004
|
|
|
|
Net asset value per share
|
$6.19
|
$5.99
|
|
|
|
Market value per share
|
$6.20
|
$6.00
|
The accompanying notes are an integral part
of these financial statements.
83
TEUCRIUM WHEAT FUND
March 31,
2018
(Unaudited)
|
|
Percentage of
|
|
Description: Assets
|
Fair Value
|
Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money market
funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$141)
|
$141
|
0.00%
|
141
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
Canadian
Natural Resources Limited 2.133% (cost: $2,495,731 due
4/13/2018)
|
$2,498,233
|
3.85%
|
2,500,000
|
Enbridge
Energy Partners, L.P. 2.144% (cost: $2,493,344 due
4/20/2018)
|
2,497,190
|
3.85
|
2,500,000
|
Enbridge
Energy Partners, L.P. 2.13% (cost: $2,493,682 due
4/20/2018)
|
2,497,208
|
3.85
|
2,500,000
|
Equifax Inc.
2.063% (cost: $4,988,042 due 4/13/2018)
|
4,996,583
|
7.71
|
5,000,000
|
HP Inc.
2.481% (cost: $2,487,529 due 6/07/2018)
|
2,488,554
|
3.84
|
2,500,000
|
Marriott
International, Inc. 2.274% (cost: $2,488,093 due
6/04/2018)
|
2,489,973
|
3.84
|
2,500,000
|
Thomson
Reuters Corporation 2.45% (cost: $2,487,594 due
5/15/2018)
|
2,493,797
|
3.85
|
2,500,000
|
Thomson
Reuters Corporation 2.46% (cost: $2,487,729 due
5/21/2018)
|
2,492,948
|
3.84
|
2,500,000
|
Walgreens
Boots Alliance, Inc. 2.116% (cost: $4,975,208 due
5/29/2018)
|
4,983,084
|
7.69
|
5,000,000
|
Total
Commercial Paper (Total cost: $27,396,952)
|
$27,437,570
|
42.32%
|
|
Total Cash
Equivalents
|
$27,437,711
|
42.32%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT wheat
futures JUL18 (969 contracts)
|
$877,587
|
1.35%
|
$22,698,825
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair
Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT wheat
futures SEP18 (802 contracts)
|
$1,545,537
|
2.38%
|
$19,458,525
|
CBOT wheat
futures DEC18 (897 contracts)
|
839,938
|
1.30
|
22,716,525
|
Total
commodity futures contracts
|
$2,385,475
|
3.68%
|
$42,175,050
|
The accompanying notes are an integral part
of these financial statements.
84
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.
85
TEUCRIUM WHEAT FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Income
|
|
|
Realized
and unrealized gain (loss) on trading of commodity futures
contracts:
|
|
|
Realized
gain (loss) on commodity futures contracts
|
$1,332,663
|
$(175,300)
|
Net
change in unrealized appreciation on commodity futures
contracts
|
1,088,162
|
962,713
|
Interest
income
|
275,403
|
137,281
|
Total
income
|
2,696,228
|
924,694
|
|
|
|
Expenses
|
|
|
Management
fees
|
165,037
|
165,997
|
Professional
fees
|
115,357
|
115,125
|
Distribution
and marketing fees
|
279,396
|
224,663
|
Custodian
fees and expenses
|
34,595
|
33,744
|
Business
permits and licenses fees
|
9,571
|
7,184
|
General
and administrative expenses
|
22,102
|
27,099
|
Brokerage
commissions
|
17,030
|
12,722
|
Other
expenses
|
13,040
|
7,737
|
Total
expenses
|
656,128
|
594,271
|
|
|
|
Expenses
waived by the Sponsor
|
(23,769)
|
-
|
|
|
|
Total expenses, net
|
632,359
|
594,271
|
|
|
|
Net income
|
$2,063,869
|
$330,423
|
|
|
|
Net income
per share
|
$0.20
|
$0.04
|
Net income
per weighted average share
|
$0.19
|
$0.04
|
Weighted
average shares outstanding
|
10,596,115
|
9,338,893
|
The accompanying notes are an integral part
of these financial statements.
86
TEUCRIUM WHEAT FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Operations
|
|
|
Net
income
|
$2,063,869
|
$330,423
|
Capital
transactions
|
|
|
Issuance of
Shares
|
5,096,243
|
4,000,915
|
Redemption
of Shares
|
(3,737,048)
|
(5,192,308)
|
Total
capital transactions
|
1,359,195
|
(1,191,393)
|
Net change
in net assets
|
3,423,064
|
(860,970)
|
|
|
|
Net assets, beginning of period
|
$61,416,019
|
$62,344,759
|
|
|
|
Net assets, end of period
|
$64,839,083
|
$61,483,789
|
|
|
|
Net asset value per share at beginning of
period
|
$5.99
|
$6.89
|
|
|
|
Net asset value per share at end of period
|
$6.19
|
$6.93
|
|
|
|
Creation of
Shares
|
825,000
|
550,000
|
Redemption
of Shares
|
600,000
|
725,000
|
The accompanying notes are an integral part
of these financial statements.
87
TEUCRIUM WHEAT FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Cash flows from operating activities:
|
|
|
Net
income
|
$2,063,869
|
$330,423
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
Net
change in unrealized appreciation on commodity futures
contracts
|
(1,088,162)
|
(962,713)
|
Changes in operating assets and liabilities:
|
|
|
Due
from broker
|
137,870
|
887,186
|
Interest
receivable
|
111
|
(12)
|
Other
assets
|
(167,981)
|
(207,756)
|
Management
fee payable to Sponsor
|
6,884
|
3,642
|
Other
liabilities
|
49,750
|
3,656
|
Net cash provided by operating activities
|
1,002,341
|
54,426
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds
from sale of Shares
|
5,096,243
|
4,000,915
|
Redemption
of Shares
|
(3,737,048)
|
(5,192,308)
|
Net cash provided by (used in) financing
activities
|
1,359,195
|
(1,191,393)
|
|
|
|
Net change in cash, cash equivalents, and restricted
cash
|
2,361,536
|
(1,136,967)
|
Cash, cash equivalents, and restricted cash, beginning of
period
|
58,932,231
|
58,931,911
|
Cash, cash equivalents, and restricted cash, end of
period
|
$61,293,767
|
$57,794,944
|
The accompanying notes are an integral part
of these financial statements.
88
March 31, 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 months ended March
31, 2018 are not necessarily indicative of the results to be
expected for the full year ending December 31,
2018.
89
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 March 31, 2018
and 2017, the Fund recognized $34,595 and $33,744, respectively,
for these services, which is recorded in custodian fees and
expenses on the statements of operations and paid for by the
Fund.
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 March 31, 2018 and 2017, the Fund recognized
$20,218 and $21,170, respectively, for these services, which is
recorded in distribution and marketing fees on the
statements of operations; of these expenses, $4,404 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 March 31, 2018 and 2017, the Fund recognized
$17,030 and $12,722, 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 months
ended March 31, 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.
90
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 March 31, 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 months ended
March 31, 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.
91
Creations
and Redemptions
Authorized Purchasers may
purchase Creation Baskets consisting of 25,000 shares from the
Fund. The amount of the proceeds required to purchase a Creation
Basket will be equal to the NAV of the shares in the Creation
Basket determined as of 4:00 p.m. New York time on the day the
order to create the basket is properly
received.
Authorized Purchasers may redeem
shares from the Fund only in blocks of 25,000 shares called
“Redemption Baskets.” The amount of the redemption
proceeds for a Redemption Basket will be equal to the NAV of the
shares in the Redemption Basket determined as of 4:00 p.m. New York
time on the day the order to redeem the basket is properly
received.
The Fund receives or pays the
proceeds from shares sold or redeemed within three business days
after the trade date of the purchase or redemption. The amounts due
from Authorized Purchasers are reflected in the Fund’s
statements of assets and liabilities as receivable for shares sold.
Amounts payable to Authorized Purchasers upon redemption are
reflected in the Fund’s statements of assets and liabilities
as payable for shares redeemed.
As outlined in the most recent
Form S-1 filing, 50,000 shares represents two Redemption Baskets
for the Fund and a minimum level of
shares.
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 $141 and $170 in money market funds at March 31, 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 $33,856,056 and $33,967,053 in a demand deposit
savings account on March 31, 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 $27,437,570 and $24,964,873 in commercial paper contracts on
March 31, 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.
92
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.
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.
93
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 March 31, the Fund recognized $406,610 in
2018 and $333,153 in 2017 respectively, such expenses which are
primarily recorded in distribution and marketing fees on the
statements of operations; of these expenses, $13,147 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 months ended March
31, 2018, there were $23,769 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 months ended March
31, 2017, there were no 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.
94
The availability of valuation
techniques and observable inputs can vary from financial
instrument to financial instrument and is affected
by a wide variety of factors including, the type of financial
instrument, whether the financial instrument is new and
not yet established in the marketplace, and other characteristics
particular to the transaction. To the extent that valuation is
based on models or inputs that are less observable or unobservable
in the market, the determination of fair value requires more
judgment. Those estimated values do not necessarily represent the
amounts that may be ultimately realized due to the occurrence of
future circumstances that cannot be reasonably determined. Because
of the inherent uncertainty of valuation, those estimated values
may be materially higher or lower than the values that would have
been used had a ready market for the financial
instruments existed. Accordingly, the degree of judgment
exercised by the Fund in determining fair value is greatest
for financial instruments categorized in Level 3. In
certain cases, the inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, for
disclosure purposes, the level in the fair value hierarchy, within
which the fair value measurement in its entirety falls, is
determined based on the lowest level input that is significant to
the fair value measurement.
Fair value is a market-based
measure considered from the perspective of a market participant
rather than an entity-specific measure. Therefore, even when market
assumptions are not readily available, the Fund’s own
assumptions are set to reflect those that market participants would
use in pricing the asset or liability at the measurement date. The
Fund uses prices and inputs that are current as of the measurement
date, including periods of market dislocation. In periods of market
dislocation, the observability of prices and inputs may be reduced
for many financial instruments. This condition could cause a
financial instrument to be reclassified to a lower level
within the fair value hierarchy. When such a situation exists on a
quarter close, the Sponsor will calculate the NAV on a particular
day using the Level 1 valuation, but will later recalculate the NAV
for the impacted Fund based upon the valuation inputs from these
alternative verifiable sources (Level 2 or Level 3) and will report
such NAV in its applicable financial statements and
reports.
The determination is made as of
the settlement of the futures contracts on the last day of trading
for the reporting period. In making the determination of a Level 1
or Level 2 transfer, the Fund considers the average volume of the
specific underlying futures contracts traded on the relevant
exchange for the three months being reported.
On March 31, 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 months ended March
31, 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.
95
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
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 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
adoption did not have a material impact on the financial statements
and disclosures of the Fund.
96
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 March 31, 2018 and December 31, 2017:
March 31, 2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
March 31,
2018
|
Cash
Equivalents
|
$27,437,711
|
$-
|
$-
|
$27,437,711
|
Wheat
Futures contracts
|
877,587
|
-
|
-
|
877,587
|
Total
|
$28,315,298
|
$-
|
$-
|
$28,315,298
|
|
|
|
|
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
March 31,
2018
|
Wheat
Futures contracts
|
$2,385,475
|
$-
|
$-
|
$2,385,475
|
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
|
97
For the three months ended March
31, 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 months ended March 31, 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 statements of assets and liabilities to enable users of these
financial statements to evaluate the effect or potential effect of
netting arrangements for recognized assets and liabilities. These
recognized assets and liabilities are presented as defined in the
Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Update (“ASU”) No. 2011-11
“Balance Sheet (Topic 210): Disclosures about Offsetting
Assets and Liabilities” and subsequently clarified in FASB
ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope
of Disclosures about Offsetting Assets and
Liabilities.”
The following table also
identifies the fair value amounts of derivative instruments
included in the statements of assets and liabilities as derivative
contracts, categorized by primary underlying risk and held by the
FCM, ED&F Man as of March 31, 2018 and December 31,
2017.
Offsetting of Financial Assets and Derivative
Assets as of March 31, 2018
|
(i)
|
(ii)
|
(iii) =
(i)-(ii)
|
(iv)
|
|
(v) =
(iii)-(iv)
|
|
|
|
|
Gross Amount
Not Offset in the Statement of Assets and Liabilities
|
|
|
Description
|
Gross Amount
of Recognized Assets
|
Gross Amount
Offset in the Statement of Assets and Liabilities
|
Net Amount
Presented in the Statement of Assets and Liabilities
|
Futures
Contracts Available for Offset
|
Collateral,
Due to Broker
|
Net
Amount
|
Commodity
Price
|
|
|
|
|
|
|
Wheat
Futures Contracts
|
$877,587
|
$-
|
$877,587
|
$877,587
|
$-
|
$-
|
98
Offsetting of Financial Liabilities and
Derivative Liabilities as of March 31,
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
|
$2,385,475
|
$-
|
$2,385,475
|
$877,587
|
$1,507,888
|
$-
|
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
|
$-
|
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:
99
Three months ended March 31,
2018
Primary
Underlying Risk
|
|
Realized Gain on
Commodity Futures Contracts |
|
|
Net Change in Unrealized
Appreciation on Commodity Futures Contracts |
|
||
Commodity
price
|
|
|
|
|
|
|
|
|
Wheat futures
contracts
|
|
$
|
1,332,663
|
|
|
$
|
1,088,162
|
|
Three months ended March 31,
2017
Primary
Underlying Risk
|
|
Realized Loss on
Commodity Futures Contracts |
|
|
Net Change in Unrealized
Appreciation on Commodity Futures Contracts |
|
||
Commodity
price
|
|
|
|
|
|
|
|
|
Wheat futures
contracts
|
|
$
|
(175,300
|
)
|
|
$
|
962,713
|
|
Volume of
Derivative Activities
The average notional market value
categorized by primary underlying risk for all futures contracts
held was $68.1 for the three months ended March 31, 2018 and $66.1
million for the three months ended March 31,
2017.
Note
6 – Financial
Highlights
The following tables present per
unit performance data and other supplemental financial data for the
three months ended March 31, 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
|
|
March 31, 2018
|
March 31, 2017
|
Per Share Operation Performance
|
|
|
Net asset
value at beginning of period
|
$5.99
|
$6.89
|
Income
(loss) from investment operations:
|
|
|
Investment
income
|
0.03
|
0.01
|
Net realized
and unrealized gain on commodity futures
contracts
|
0.23
|
0.09
|
Total
expenses, net
|
(0.06)
|
(0.06)
|
Net increase
in net asset value
|
0.20
|
0.04
|
Net asset
value at end of period
|
$6.19
|
$6.93
|
Total Return
|
3.34 %
|
0.58 %
|
Ratios to Average Net Assets (Annualized)
|
|
|
Total
expenses
|
3.98 %
|
3.58 %
|
Total
expenses, net
|
3.83 %
|
3.58 %
|
Net
investment loss
|
(2.16) %
|
(2.75) %
|
100
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 March 31, 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.
101
STATEMENTS OF ASSETS AND
LIABILITIES
|
March 31, 2018
|
December 31, 2017
|
|
(Unaudited)
|
|
Assets
|
|
|
Cash
equivalents
|
$2,992
|
2,474
|
Interest
receivable
|
4
|
2
|
Other
assets
|
860
|
-
|
Equity in
trading accounts:
|
|
|
Investments
in securities, at fair value (cost $1,705,740 and $1,790,621 as of
March 31, 2018 and December 31, 2017,
respectively)
|
1,136,893
|
1,136,120
|
Total
assets
|
1,140,749
|
1,138,596
|
|
|
|
Liabilities
|
|
|
Other
liabilities
|
1,080
|
957
|
|
|
|
Net assets
|
$1,139,669
|
$1,137,639
|
|
|
|
Shares outstanding
|
50,002
|
50,002
|
|
|
|
Net asset value per share
|
$22.79
|
$22.75
|
|
|
|
Market value per share
|
$24.25
|
$22.10
|
The accompanying notes are an integral part
of these financial statements.
102
TEUCRIUM AGRICULTURAL
FUND
March 31,
2018
(Unaudited)
|
|
Percentage
of
|
|
Description: Assets
|
Fair Value
|
Net Assets
|
Shares
|
|
|
|
|
Exchange-traded funds
|
|
|
|
Teucrium
Corn Fund
|
$296,987
|
26.06%
|
16,508
|
Teucrium
Soybean Fund
|
291,902
|
25.61
|
15,331
|
Teucrium
Sugar Fund
|
278,824
|
24.47
|
33,624
|
Teucrium
Wheat Fund
|
269,180
|
23.62
|
43,487
|
Total
exchange-traded funds (cost $1,705,740)
|
$1,136,893
|
99.76%
|
|
|
|
|
|
Cash equivalents
|
|
|
|
Money market
funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio (cost
$2,992)
|
$2,992
|
0.26%
|
2,992
|
The accompanying notes are an integral part
of these financial statements.
103
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.
104
TEUCRIUM AGRICULTURAL
FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Income
|
|
|
Realized and
unrealized gain (loss) on trading of
securities:
|
|
|
Realized
loss on securities
|
$(82,218)
|
$(54,174)
|
Net
change in unrealized appreciation on securities
|
85,654
|
15,019
|
Interest
income
|
8
|
3
|
Total
income (loss)
|
3,444
|
(39,152)
|
|
|
|
Expenses
|
|
|
Professional
fees
|
1,083
|
4,005
|
Distribution
and marketing fees
|
4,229
|
6,043
|
Custodian
fees and expenses
|
559
|
600
|
Business
permits and licenses fees
|
12,000
|
12,125
|
General
and administrative expenses
|
543
|
388
|
Other
expenses
|
215
|
194
|
Total
expenses
|
18,629
|
23,355
|
|
|
|
Expenses waived by
the Sponsor
|
(17,215)
|
(21,683)
|
|
|
|
Total
expenses, net
|
1,414
|
1,672
|
|
|
|
Net
income (loss)
|
$2,030
|
$(40,824)
|
|
|
|
Net income (loss) per
share
|
$0.04
|
$(0.82)
|
Net income (loss) per
weighted average share
|
$0.04
|
$(0.82)
|
Weighted average
shares outstanding
|
50,002
|
50,002
|
The accompanying notes are an integral part
of these financial statements.
105
TEUCRIUM AGRICULTURAL
FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Operations
|
|
|
Net income
(loss)
|
$2,030
|
$(40,824)
|
Net change
in net assets
|
2,030
|
(40,824)
|
|
|
|
Net assets, beginning of period
|
$1,137,639
|
$1,316,370
|
|
|
|
Net assets, end of period
|
$1,139,669
|
$1,275,546
|
|
|
|
Net asset value per share at beginning of
period
|
$22.75
|
$26.33
|
|
|
|
Net asset value per share at end of period
|
$22.79
|
$25.51
|
|
|
|
Creation of
Shares
|
-
|
-
|
Redemption
of Shares
|
-
|
-
|
The accompanying notes are an integral part
of these financial statements.
106
TEUCRIUM AGRICULTURAL
FUND
(Unaudited)
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
March 31, 2017
|
Cash flows from operating activities:
|
|
|
Net
income (loss)
|
$2,030
|
$(40,824)
|
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
|
|
|
Net
change in unrealized appreciation on securities
|
(85,654)
|
(15,019)
|
Changes in operating assets and liabilities:
|
|
|
Net sale of investments in securities
|
84,881
|
54,853
|
Interest receivable
|
(2)
|
-
|
Other assets
|
(860)
|
290
|
Other liabilities
|
123
|
405
|
Net cash provided by (used in) operating
activities
|
518
|
(295)
|
|
|
|
Net change in cash equivalents
|
518
|
(295)
|
Cash equivalents, beginning of period
|
2,474
|
2,360
|
Cash equivalents, end of period
|
$2,992
|
$2,065
|
The accompanying notes are an integral part
of these financial statements.
107
March 31, 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. On April 30, 2015, a subsequent registration statement for
TAGS was declared effective by the SEC.
The investment objective of the TAGS is to have
the daily changes in percentage terms of the NAV of its Shares
reflect the daily changes in percentage terms of a weighted average
(the “Underlying Fund Average”) of the NAVs per share
of four other commodity pools that are series of the Trust and are
sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium
Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund
(collectively, the “Underlying Funds”). The Underlying
Fund Average will have a weighting of 25% to each Underlying Fund,
and the Fund’s assets will be rebalanced, generally on a
daily basis, to maintain the approximate 25% allocation to each
Underlying Fund:
TAGS Benchmark
Underlying Fund
|
Weighting
|
CORN
|
25%
|
SOYB
|
25%
|
CANE
|
25%
|
WEAT
|
25%
|
The investment objective of each
Underlying Fund is to have the daily changes in percentage terms of
its shares’ NAV reflect the daily changes in percentage terms
of a weighted average of the closing settlement prices for certain
Futures Contracts for the commodity specified in the Underlying
Fund’s name. (This weighted average is referred to
herein as the Underlying Fund’s “Benchmark,” the
Futures Contracts that at any given time make up an Underlying
Fund’s Benchmark are referred to herein as the Underlying
Fund’s “Benchmark Component Futures Contracts,”
and the commodity specified in the Underlying Fund’s name is
referred to herein as its “Specified
Commodity.”) Specifically, the Teucrium Corn
Fund’s Benchmark is: (1) the second-to-expire Futures
Contract for corn traded on the Chicago Board of Trade
(“CBOT”), weighted 35%, (2) the third-to-expire CBOT
corn Futures Contract, weighted 30%, and (3) the CBOT corn Futures
Contract expiring in the December following the expiration month of
the third-to-expire contract, weighted 35%. The Teucrium
Wheat Fund’s Benchmark is: (1) the 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%.
108
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 months ended March 31, 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 March 31, 2018
and 2017, the Fund recognized $559 and $600, respectively, for
these services, which is recorded in custodian fees and expenses on
the statements of operations; of these expenses $457 in 2018 and
$533 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 March 31, 2018 and 2017, the Fund recognized
$247 and $326 , respectively, for these services, which is recorded
in distribution and marketing fees on the statements of operations;
of these expenses $247 in 2018 and $252 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. The Bank of New York Mellon serves as
the broker for the Fund. For the three months ended March 31, 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.
109
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 months
ended March 31, 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.
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 March 31, 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 months ended March 31, 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.
110
Creations
and Redemptions
Authorized Purchasers may
purchase Creation Baskets consisting of 25,000 shares from the
Fund. The amount of the proceeds required to purchase a Creation
Basket will be equal to the NAV of the shares in the Creation
Basket determined as of 4:00 p.m. New York time on the day the
order to create the basket is properly
received.
Authorized Purchasers may redeem
shares from the Fund only in blocks of 25,000 shares called
“Redemption Baskets.” The amount of the redemption
proceeds for a Redemption Basket will be equal to the NAV of the
shares in the Redemption Basket determined as of 4:00 p.m. New York
time on the day the order to redeem the basket is properly
received.
The Fund will receive the
proceeds from shares sold or will pay for redeemed shares within
three business days after the trade date of the purchase or
redemption, respectively. The amounts due from Authorized
Purchasers will be reflected in the Fund’s statements of
assets and liabilities as receivable for shares sold. Amounts
payable to Authorized Purchasers upon redemption will be reflected
in the Fund’s statements of assets and liabilities as payable
for shares redeemed.
As outlined in the most recent
Form S-1 filing, 50,000 shares represents two Redemption Baskets
for the Fund and a minimum level of
shares.
Effective
August
2, 2012, the Fund was at 50,002 shares outstanding which represents
a minimum number of shares and there can be no further redemptions
until additional shares are created.
Allocation
of Shareholder Income and Losses
Profit or loss is allocated among
the shareholders of the Fund in proportion to the number of shares
each shareholder holds as of the close of each
month.
Cash
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 $2,992 and $2,474 in money market
funds at March 31, 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.
|
111
The administrator, USBFS, will
calculate the NAV of the Fund once each trading day. It will
calculate the NAV as of the earlier of the close of the New York
Stock Exchange or 4:00 p.m. New York time. The NAV for a particular
trading day will be released after 4:15 p.m. New York
time.
For purposes of the determining
the Fund’s NAV, the Fund’s investments in the
Underlying Funds will be valued based on the Underlying
Funds’ NAVs. In turn, in determining the value of the Futures
Contracts held by the Underlying Funds, the Administrator will use
the closing price on the exchange on which they are traded. The
Administrator will determine the value of all other Fund and
Underlying Fund investments as of the earlier of the close of the
New York Stock Exchange or 4:00 p.m. New York time, in accordance
with the current Services Agreement between the Administrator and
the Trust. The value of over-the-counter Commodity Interests will
be determined based on the value of the commodity or Futures
Contract underlying such Commodity Interest, except that a fair
value may be determined if the Sponsor believes that the Underlying
Fund is subject to significant credit risk relating to the
counterparty to such Commodity Interest. For purposes of financial
statements and reports, the Sponsor will recalculate the NAV of an
Underlying Fund where necessary to reflect the “fair
value” of a Futures Contract held by an Underlying Fund when
a Futures Contract held by an Underlying Fund closes at its price
fluctuation limit for the day. Treasury Securities held by the Fund
or Underlying Funds will be valued by the Administrator using
values received from recognized third-party vendors (such as
Reuters) and dealer quotes. NAV will include any unrealized profit
or loss on open Commodity Interests and any other credit or debit
accruing to the Fund but unpaid or not received by the
Fund.
Sponsor Fee
Allocation of Expenses and Related Party
Transactions
The 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 March 31, the Fund
recognized $5,067 in 2018 and $5,240 in 2017, respectively, such
expenses, which are primarily recorded in distribution and
marketing fees on the statements of operations; of these amounts
$3,067 in 2018 and $4,417 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 months ended March 31, 2018, there were $17,215 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 months ended March
31, 2017, there were $21,683 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.
112
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 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 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.
113
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 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.
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.
114
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.
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 March 31, 2018 and December 31,
2017:
March 31, 2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance as
of
March 31,
2018
|
Exchange
Traded Funds
|
$1,136,893
|
$-
|
$-
|
$1,136,893
|
Cash
Equivalents
|
2,992
|
-
|
-
|
2,992
|
Total
|
$1,139,886
|
$-
|
$-
|
$1,139,886
|
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 months
ended March 31, 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.
115
Note 5
– Financial Highlights
The following table presents per
unit performance data and other supplemental financial data for the
three months ended March 31, 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
|
|
March 31, 2018
|
March 31, 2017
|
Per
Share Operation Performance
|
|
|
Net asset value at
beginning of period
|
$22.75
|
$26.33
|
Income (loss) from
investment operations:
|
|
|
Net realized and
unrealized gain (loss) on investment
transactions
|
0.07
|
(0.79)
|
Total expenses,
net
|
(0.03)
|
(0.03)
|
Net increase
(decrease) in net asset value
|
0.04
|
(0.82)
|
Net asset value at
end of period
|
$22.79
|
$25.51
|
Total
Return
|
0.18%
|
(3.11) %
|
Ratios
to Average Net Assets (Annualized)
|
|
|
Total
expenses
|
6.59%
|
6.98%
|
Total expenses,
net
|
0.50%
|
0.50%
|
Net investment
loss
|
(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 March 31, 2018 for
subsequent events through the date of this filing and noted no
material events requiring either recognition through the date of
the filing or disclosure herein for the Fund other than those noted
below:
On April 9, 2018, there was a
25,000 share creation order for TAGS which settled on April 10,
2018. The shares outstanding for the Fund exceeded the minimum
level of shares outstanding and, therefore, there can now be a
redemption of shares.
On April 30, 2018, the SEC
declared effective a new registration statement for
TAGS.
The total net
assets of the Fund increased by $568,699 or 50% for the period from
March 31, 2018 through May 8, 2018. This was driven by a 50%
increase in the shares
outstanding.
116
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 registreterd 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”):
117
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-toexpire 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-toexpire 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”):
118
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 March 31,
2018, Benchmark Component Futures Contracts weights for each of the
Funds, the contract held is identified by the generally accepted
nomenclature of contract month and year, which may differ from the
month in which the contract expires:
CORN Benchmark
Component Futures Contracts
|
Notional
Value
|
Weight
(%)
|
|
|
|
CBOT Corn Futures (1,255
contracts, JUL18)
|
$24,864,687
|
35%
|
CBOT Corn Futures (1,057
contracts, SEP18)
|
21,311,763
|
30
|
CBOT Corn Futures (1,210
contracts, DEC18)
|
24,895,750
|
35
|
|
|
|
Total at March 31,
2018
|
$71,072,200
|
100%
|
119
SOYB Benchmark
Component Futures Contracts
|
Notional
Value
|
Weight
(%)
|
|
|
|
CBOT Soybean Futures (107
contracts, JUL18)
|
$5,646,925
|
35%
|
CBOT Soybean Futures (93
contracts, NOV18)
|
4,872,037
|
30
|
CBOT Soybean Futures (113
contracts, NOV19)
|
5,671,188
|
35
|
|
|
|
Total at March 31,
2018
|
$16,190,150
|
100%
|
CANE Benchmark
Component Futures Contracts
|
Notional
Value
|
Weight
(%)
|
|
|
|
ICE Sugar Futures (212 contracts,
JUL18)
|
$2,958,503
|
35%
|
ICE Sugar Futures (176 contracts,
OCT18)
|
2,536,934
|
30
|
ICE Sugar Futures (190 contracts,
MAR19)
|
3,006,864
|
35
|
|
|
|
Total at March 31,
2018
|
$8,502,301
|
100%
|
WEAT Benchmark
Component Futures Contracts
|
Notional
Value
|
Weight
(%)
|
|
|
|
CBOT Wheat Futures (969 contracts,
JUL18)
|
$22,698,825
|
35%
|
CBOT Wheat Futures (802 contracts,
SEP18)
|
19,458,525
|
30
|
CBOT Wheat Futures (897 contracts,
DEC18)
|
22,716,525
|
35
|
|
|
|
Total at March 31,
2018
|
$64,873,875
|
100%
|
TAGS Benchmark
Component Futures Contracts
|
Fair
Value
|
Weight
(%)
|
Shares of Teucrium Corn Fund
(16,508 shares)
|
$296,987
|
26%
|
Shares of Teucrium Soybean Fund
(15,331 shares)
|
291,902
|
25
|
Shares of Teucrium Wheat Fund
(43,487 shares)
|
269,180
|
25
|
Shares of Teucrium Sugar Fund
(33,624 shares)
|
278,824
|
24
|
|
|
|
Total at March 31,
2018
|
$1,136,893
|
100%
|
120
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
exchangetraded, 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
matrurities of ninety days or less as described in the prospectus
supplements filed with SEC on January 16,
2018.
In managing the assets of the
Funds, the Sponsor does not use a technical trading system that
automatically issues buy and sell orders. Instead, the Sponsor will
purchase or sell the specific underlying Commodity Interests with
an aggregate market value that approximates the amount of cash
received or paid upon the purchase or redemption of
Shares.
121
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.
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 March 31, 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
|
0.07
|
Net realized
and unrealized gain on commodity futures
contracts
|
1.33
|
Total
expenses, net
|
(0.16)
|
Net increase
in net asset value
|
1.24
|
Net asset
value at end of period
|
$17.99
|
Total Return
|
7.40%
|
Ratios to Average Net Assets (Annualized)
|
|
Total
expenses
|
3.95%
|
Total
expenses, net
|
3.71%
|
Net
investment loss
|
(2.02)%
|
122
SOYB Per Share Operation Performance
|
|
Net asset
value at beginning of period
|
$17.85
|
Income
(loss) from investment operations:
|
|
Investment
income
|
0.08
|
Net realized
and unrealized gain on commodity futures
contracts
|
1.29
|
Total
expenses, net
|
(0.18)
|
Net increase
in net asset value
|
1.19
|
Net asset
value at end of period
|
$19.04
|
Total Return
|
6.67%
|
Ratios to Average Net Assets (Annualized)
|
|
Total
expenses
|
7.15%
|
Total
expenses, net
|
3.84%
|
Net
investment loss
|
(2.19)%
|
CANE Per Share Operation Performance
|
|
Net asset
value at beginning of period
|
$9.79
|
Income
(loss) from investment operations:
|
|
Investment
income
|
0.04
|
Net realized
and unrealized loss on commodity futures
contracts
|
(1.46)
|
Total
expenses, net
|
(0.08)
|
Net decrease
in net asset value
|
(1.50)
|
Net asset
value at end of period
|
$8.29
|
Total Return
|
(15.32)%
|
Ratios to Average Net Assets (Annualized)
|
|
Total
expenses
|
8.11%
|
Total
expenses, net
|
3.50%
|
Net
investment loss
|
(1.91)%
|
WEAT Per Share Operation Performance
|
|
Net asset
value at beginning of period
|
$5.99
|
Income
(loss) from investment operations:
|
|
Investment
income
|
0.03
|
Net realized
and unrealized gain on commodity futures
contracts
|
0.23
|
Total
expenses, net
|
(0.06)
|
Net increase
in net asset value
|
0.20
|
Net asset
value at end of period
|
$6.19
|
Total Return
|
3.34%
|
Ratios to Average Net Assets (Annualized)
|
|
Total
expenses
|
3.98%
|
Total
expenses, net
|
3.83%
|
Net
investment loss
|
(2.16)%
|
TAGS Per Share Operation Performance
|
|
Net asset
value at beginning of period
|
$22.75
|
Income
(loss) from investment operations:
|
|
Net realized
and unrealized gain on investment transactions
|
0.07
|
Total
expenses, net
|
(0.03)
|
Net increase
in net asset value
|
0.04
|
Net asset
value at end of period
|
$22.79
|
Total Return
|
0.18%
|
Ratios to Average Net Assets (Annualized)
|
|
Total
expenses
|
6.59%
|
Total
expenses, net
|
0.50%
|
Net
investment loss
|
(0.50)%
|
123
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
months ended March 31, 2018 compared to the three months ended
March 31, 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
From 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%.
124
On March 31, 2018, the Fund had
3,950,004 shares outstanding and net assets of $71,062,442.
This is in comparison to 3,625,004 shares outstanding and net
assets of $68,921,186 on March 31, 2017 and 3,875,004 shares
outstanding with net assets of $64,901,479 on December 31,
2017. Shares outstanding increased by 325,000 or 9% for the
period ended March 31, 2018 when compared to March 31, 2017 and
increased by 75,000 or 2% for the period ended March 31, 2018 when
compared to December 31, 2017. This increase year over year was, in
the opinion of management, due to the continued low prive of corn
relative to historical levels and corners over the U.S. weather as
planting commences.
Total net assets for the Fund
were $71,062,442 on March 31, 2018 compared to $68,921,186 on March
31, 2017 and $64,901,479 on December 31, 2017. The Net Asset Values
(“NAV”) per share related to these balances were
$17.99, $19.01 and $16.75, respectively. This represents an
increase in total net assets year over year of 3%, driven by a
combination of an increase in total shares outstanding of 9% and a
decrease in the NAV per share of ($1.02) or 5%. When comparing
March 31, 2018 with December 31, 2017, there was a increase in
total net assets of 9%, driven by a combination of a increase in
total shares outstanding of 2% and a increase in the NAV per share
of $1.24 or 7%. The closing prices per share for March 31, 2018 and
2017 and December 31, 2017, as reported by the NYSE Arca, were
$17.96, $19.03 and $16.77, respectively. The change from March
31, 2018 over the same period last year was a 6% decrease, and a 7%
increase from December 31, 2017.
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 March 31,
2018 and serves to illustrate the relative changes of these
components.
The total income for the period
ended March 31, 2018 was $5,507,209 resulting primarily from the
net change in realized gain on commodity futures contracts totaling
$1,238,962, and by a net change in unrealized appreciation of
commodity futures contracts of $3,980,750. Total gain was
$1,369,398 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.
125
Interest income and other income for the
three-month period ended March 31, 2018 and 2017, respectively, was
$287,497 and $148,373. This increase year--over--year was the
result of the Sponsor investing, at times, a portion of the
available cash for the Fund in alternative demand--deposit savings
accounts beginning in the second quarter of 2015, these accounts
had higher overnight deposit rates. More recently, effective
October 3, 2017, the Fund invested in investment grade commercial
paper with maturities of ninety days or less. Both investments
provided a higher rate than were available in money market products
that had been utilized in the past. In addition, effective in
March, June and December 2017 and March 2018, interest rates paid
on cash balances of the Fund increased in light of the increases in
the Federal Funds rate.
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
period ended March 31, 2018 were $670,883 and for the same period
in 2017 were $724,668. This represents a ($53,785) or 7% decrease
for 2018 over 2017. The decrease was driven by: 1) a ($11,317)
or 6% decrease in management fee paid to the Sponsor as a result of
lower average net assets; 2) a ($73,213) or 42% decrease in
professional fees related to auditing, legal and tax preparation
fees; 3) a ($11,091) or 27% decrease in custodian fees and
expenses; 4) a ($450) or 2% decrease in brokerage commissions due
to an decrease in contracts purchased and rolled. These decreases
were offset by: 1) a $36,320 or 14% increase in the distribution
and marketing expenses; 2) a $2,278 or 22% increase in business
permits and licenses; 3) a $1,076 or 3% increase in general and
administrative expenses; and 4) a $2,612 or 27% increase in other
expenses. The decreases were due, in general, to the decrease in
the average assets under management relative to the other Funds.
The total expense ratio gross of expenses waived by the Sponsor for
the three-month period for these years was 3.95% in 2018 and 4.00%
in 2017. The management fee is calculated at an annual rate of 1%
of the Fund’s daily average net assets.
The Sponsor has the ability to
elect to pay certain expenses on behalf of the Fund or waive the
management fee. This election is subject to change by the Sponsor,
at its discretion. For the three months ended March 31, 2018, the
Sponsor waived fees of $40,682. The Sponsor has determined that no
reimbursement will be sought in future periods for those expenses
which have been waived for the period. The Sponsor permanently
waived $35,000 of expenses in 2017.
Total expenses net of expenses
waived by the Sponsor (“Total expenses, net”) for the
period ended March 31, 2018 and 2017 were $630,201 and $689,668,
respectively. The total expense ratio net of expenses waived by the
Sponsor was 3.71% in 2018 and 3.81% in 2017. Net investment loss,
which includes the impact of expenses and interest income, was
2.02% in 2018 and 2.99% 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.
Theprice 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%.
126
On March 31, 2018, the Fund had
850,004 shares outstanding and net assets of $16,184,117. This
is in comparison to 600,004 shares outstanding and net assets of
$10,869,063 on March 31, 2017 and 575,004 shares outstanding with
net assets of $10,264,025 on December 31, 2017. Shares outstanding
increased by 250,000 or 42% for the period ended March 31, 2018
when compared to March 31, 2017 and increased by 275,000 or 48% for
the period ended March 31, 2018 when compared to December 31, 2017.
The increase from March 31, 2018 was
due, in the opinion of management, to the relative low price of
soybeans compared to the last decade coupeled with concerns over
the U.S. weather as planting commences, which generated renewed
investor interest in the
commodity.
Total net assets for the Fund
were $16,184,117 on March 31, 2017 compared to $10,869,063 on March
31, 2017 and $10,264,025 on December 31, 2017. The Net Asset Values
(“NAV”) per share related to these balances were
$19.04, $18.11 and $17.85, respectively. This represents an
increase in total net assets for the year over year of 49%, driven
by a increase in total shares outstanding of 42%. When
comparing March 31, 2018 with December 31, 2017, there was a
increase in total net assets of 58%, driven by a combination of a
increase in total shares outstanding of 48% and a increase in the
NAV per share of $1.19 or 7%. The closing prices per share for
March 31, 2018 and 2017 and December 31, 2017, as reported by the
NYSE Arca, were $19.05, $18.12 and $17.88, respectively. The change
from March 31, 2018 over the same period last year was a 5%
increase, and a 7% increase from December 31,
2017.
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 March 31,
2018 and serves to illustrate the relative changes of these
components.
127
The total income for the period
ended March 31, 2018 was $854,752 resulting primarily from the net
change in realized loss on commodity futures contracts totaling
($77,600) and by a net change in unrealized appreciation of
commodity futures contracts of $882,538. Total loss was ($462,474)
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 periods ended March 31, 2018 and 2017, respectively, was
$49,814 and $25,764. This
increase year--over--year was the result of the Sponsor investing,
at times, a portion of the available cash for the Fund in
alternative demand-deposit savings accounts beginning in the second
quarter of 2015, these accounts had higher overnight deposit rates.
More recently, effective February 2, 2018, the Fund invested in investment grade
commercial paper with maturities of ninety days or less. Both
investments provided a higher rate than were available in money
market products that had been utilized in the past. In addition,
effective in March, June and December 2017 and March 2018, interest
rates paid on cash balances of the Fund increased in light of the
increases in the Federal Funds rate. 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
period ended March 31, 2018 were $215,850 and for the same period
in 2017 were $126,800. This represents a $89,050 or 70% increase
for 2018 over 2017. The increase year over year was driven by;
1) a $79,278 or 200% increase in distribution and marketing fees;
2) a $5,768 or 101% increase in custodian fees and expenses; 3)
5,441 or 117% increase in business permits and licenses; 4) a
$1,889 or 38% increase in general and administrative expenses; 5) a
$879 or 53% increase in brokerage commissions due to an increase in
contracts purchased and rolled; and 6) a $2,751 or 147% increase in
other expenses. These increases were offset by; 1) a ($1,045) or 3%
decrease in management fee paid to the Sponsor as a result of lower
average net assets; and 2) a ($5,911) or 16% decrease in
professional fees related to auditing, legal and tax preparation
fees. 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 7.15% in 2018 and 4.06% in 2017. The management fee is
calculated at an annual rate of 1% of the Fund’s daily
average net assets.
The Sponsor has the ability to
elect to pay certain expenses on behalf of the Fund or waive the
management fee. This election is subject to change by the Sponsor,
at its discretion. For the three months ended March 31, 2018, the
Sponsor waived fees of $99,942. The Sponsor has determined that no
reimbursement will be sought in future periods for those expenses
which have been waived for the period. The Sponsor permanently
waived $15,000 of expenses in 2017. Total expenses net of expenses
waived by the Sponsor (“Total expenses, net”) for the
period ended March 31, 2018 and 2017 were $115,908 and $111,800,
respectively. The total expense ratio net of expenses waived by the
Sponsor periods was 3.84% in 2018 and 3.58% in 2017. Net investment
loss, which includes the impact of expenses and interest income,
was 2.19% in 2018 and 2.75% 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%.
128
On March 31, 2018, the Fund had
1,025,004 shares outstanding and net assets of $8,499,709. This is
in comparison to 375,004 shares outstanding and net assets of
$4,422,806 on March 31, 2017 and 650,004 shares outstanding with
net assets of $6,363,710 on December 31, 2017. Shares outstanding
increased by 650,000 or 173% for the period ended March 31, 2018
when compared to March 31, 2017 and increased by 375,000 or 58% for
the period ended March 31, 2018 when compared to December 31, 2017.
This increase was, in the opinion of
management, due to the low price of sugar and record world demand
relative to recent years, which accelerated investor
interest.
Total net assets for the Fund
were $8,499,709 on March 31, 2018 compared to $4,442,806 on March
31, 2017 and $6,363,710 on December 31, 2017. The Net Asset Values
(“NAV”) per share related to these balances were $8.29,
$11.79 and $9.79, respectively. This represents a increase in total
net assets for the year over year of 92%, driven by a combination
of an increase in total shares outstanding of 173% and ($3.50) or
30% decrease in the NAV per share. When comparing March 31,
2018 with December 31, 2017, there was a increase in total net
assets of 34%, driven by a increase in total shares outstanding of
58% and a decrease in the NAV per share of ($1.50) or 15%. The
closing prices per share for March 31, 2018 and 2017 and December
31, 2017, as reported by the NYSE Arca, were $8.31, $11.87 and
$9.78, respectively. The change from March 31, 2018 over the same
period last year was a 30% decrease, and a 15% decrease from
December 31, 2017.
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 March 31,
2018 and serves to illustrate the relative changes of these
components.
129
The total loss for the period
ended March 31, 2018 was ($1,127,935) resulting primarily from the
net change in realized loss on commodity futures contracts totaling
($269,114) and by a net change in unrealized depreciation of
commodity futures contracts of ($886,738). Total loss was
($572,243) 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 period ended March 31, 2018 and 2017, respectively, was $27,917
and $10,930. This increase
year-over-year was the result of the Sponsor investing, at times, a
portion of the available cash for the Fund in alternative
demand--deposit savings accounts beginning in the second quarter of
2015, these accounts had higher overnight deposit rates. More
recently, effective February 2, 2018, the Fund invested in investment grade
commercial paper with maturities of ninety days or less. Both
investments provided a higher rate than were available in money
market products that had been utilized in the past. In addition,
effective in March, June and December 2017 and March 2018, interest
rates paid on cash balances of the Fund increased in light of the
increases in the Federal Funds rate. 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
period ended March 31, 2018 were $141,974 and for the same period
in 2017 were $49,635. This represents a $92,339 or 186% increase
for 2018 over 2017. The increase for 2018 was driven by increases
in all expense categories; 1) a $3,556 or 25% increase in the
management fee paid to the Sponsor due to higher average net
assets; 2) a $14,758 or 126% increase in professional fees related
to auditing, legal and tax preparation fees; 3) a $48,949 or 301%
increase in distribution and marketing fees; 4) a $4,898 or 214%
increase in custodian fees and expenses; 5) a $14,121 or 664%
increase in business permits and licenses fees; 6) a $3,079 or 295%
increase in general and administrative expenses; and 7) a $494 or
29% increase in brokerage commissions due to an increase in
contracts purchased and rolled; and 8) a $2,484 or 448% 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 8.11% in 2018 and 3.56% in 2017. The management fee is
calculated at an annual rate of 1% of the Fund’s daily
average net assets.
The Sponsor has the ability to
elect to pay certain expenses on behalf of the Fund or waive the
management fee. This election is subject to change by the Sponsor,
at its discretion. For the three months ended March 31, 2018, the
Sponsor waived fees of $80,690. The Sponsor has determined that no
reimbursement will be sought in future periods for those expenses
which have been waived for the period. The Sponsor permanently
waived $13,078 of expenses in 2017.
Total expenses net of expenses
waived by the Sponsor (“Total expenses, net”) for the
period ended March 31, 2018 and 2017 were $61,284 and $36,557,
respectively. The total expense ratio net of expenses waived by the
Sponsor periods was 3.50% in 2018 and 2.62% in 2017. Net investment
loss, which includes the impact of expenses and interest income,
was 1.91% in 2018 and 1.84% 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%.
130
On March 31, 2018, the Fund had
10,475,004 shares outstanding and net assets of $64,839,083. This
is in comparison to 8,875,004 shares outstanding and net assets of
$61,483,789 on March 31, 2017 and 10,250,004 shares outstanding
with net assets of $61,416,019 on December 31, 2017. Shares
outstanding increased by 1,600,000 or 18% for the period ended
March 31, 2018 when compared to March 31, 2017 and increased by
225,000 or 2% for the period ended March 31, 2018 when compared to
December 31, 2017. 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 $64,839,083 on March 31, 2018 compared to $61,483,789 on March
31, 2017 and $61,416,019 on December 31, 2017. The Net Asset Values
(“NAV”) per share related to these balances were $6.19,
$6.93 and $5.99, respectively. This represents an increase in total
net assets for the year over year of 5% which was driven by a
combination of an increase in the number of shares outstanding of
18% and a change in the NAV per share which decreased by ($0.74) or
11%. When comparing March 31, 2018 with December 31, 2017, there
was a increase in total net assets of 6%, driven by a increase in
total shares outstanding of 2% and an increase in the NAV per share
of $0.20 or 3%. The closing prices per share for March 31, 2018 and
2017 and December 31, 2017, as reported by the NYSE Arca, were
$6.20, $6.94 and $6.00, respectively. The change from March
31, 2018 over the same period last year was an 11% decrease, and a
3% increase from December 31, 2017.
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 March 31,
2018 and serves to illustrate the relative changes of these
components.
131
The total income for the period
ended March 31, 2018 was $2,696,228 resulting primarily from the
net change in realized gain on commodity futures contracts totaling
$1,332,663 and by a net change in unrealized appreciation of
commodity futures contracts of $1,088,162. Total gain was $924,694
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
dateof 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 period ended March 31, 2018 and 2017, respectively, was
$275,403 and $137,281. This
increase year-over-year was the result of the Sponsor investing, at
times, a portion of the available cash for the Fund in alternative
demand--deposit savings accounts beginning in the second quarter of
2015, these accounts had higher overnight deposit rates. More
recently, effective October 2, 2017, the Fund invested in investment grade
commercial paper with maturities of ninety days or less. Both
investments provided a higher rate than were available in money
market products that had been utilized in the past. In addition,
effective in March, June and December 2017 and March 2018, interest
rates paid on cash balances of the Fund increased in light of the
increases in the Federal Funds rate. 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
period ended March 31, 2018 were $656,128 and for the same period
in 2017 were $594,271. This represents a $61,857 or 10% increase
year over year. The increase for 2018 over 2017 was driven by
increases in: 1) a $54,733 or 24% increase in distribution and
marketing fees; 2) a $2,387 or 33% increase in business permits and
license fees; 3) a $4,308 or 34% increase in brokerage
commissions
brokerage commissions
due to an increase in contracts purchased and rolled;
4) a $851 or 3% increase in custodian fees and expenses; and 4) a
$5,303 or 69% increase in other expenses. These increases were
offset by; 1) a $960 or 1% decrease in management fee paid to the
Sponsor; and 2) a ($4,997) or 18% decrease in general and
administrative expenses. The total expense ratio gross of expenses
waived by the Sponsor for these years was 3.98% in 2018 and 3.58%
in 2017. The management fee is calculated at an annual rate of 1%
of the Fund’s daily average net assets.
The Sponsor has the ability to
elect to pay certain expenses on behalf of the Fund or waive the
management fee. This election is subject to change by the Sponsor,
at its discretion. For the three months ended March 31, 2018, the
Sponsor waived fees of $23,769. 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
period ended March 31, 2018 and 2017 were $632,359 and $594,271,
respectively. The total expense ratio net of expenses waived by the
Sponsor periods was 3.83% in 2018 and 3.58% in 2017. Net investment
loss, which includes the impact of expenses and interest income,
was 2.16% in 2018 and 2.75% 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.
132
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 March 31, 2018, the Fund had
50,002 shares outstanding and net assets of $1,139,669. This
is in comparison to 50,002 shares outstanding and net assets of
$1,275,546 on March 31, 2017 and 50,002 shares outstanding with net
assets of $1,137,639 on December 31, 2017. The Net Asset Values
(“NAV”) per share related to these balances were
$22.79, $25.51 and $22.75, respectively. This represents a decrease
in total net assets for the year over year of 11% which was the
result of a change in the NAV per share which decreased by ($2.72)
or 11%. When comparing March 31, 2018 with December 31, 2017, there
was a decrease in total net assets of $2,030, driven by a slight
increase in the NAV per share of $0.04. The closing prices per
share for March 31, 2018 and 2017 and December 31, 2017, as
reported by the NYSE Arca, were $24.25, $24.71, and $22.10,
respectively. The change from March 31, 2018 over the same
period last year was an 11% decrease, and a 3% increase from
December 31, 2017.
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 March 31,
2018 and serves to illustrate the relative changes of these
components.
133
Total income for the period ended
March 31, 2018 was $3,444 resulting from the realized loss on the
securities of the Underlying Funds totaling ($82,218) and a gain
generated by the unrealized appreciation on the securities of the
Underlying Funds of $85,654. Total loss for the same period in
2017 was ($39,152). 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 thebenchmark. 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
period ended March 31, 2018 were $18,629 and for the same period in
2017 were $23,355. This represents a ($4,726) or 20% decrease for
2018 over 2017. The decrease for 2018 was driven principally by; 1)
a ($2,922) or 73% decrease in professional fees related to
auditing, legal and tax preparation fees; 2) a $1,814 or 30%
decrease in distribution and marketing fees; 3) a ($41) or 7%
decrease in custodian fees and expenses; 4) a ($125) or 1% decrease
in business permits and licenses. The decreases were partially
offset by; 1) a ($155) or 40% increase in general and
administrative and expenses; and 2) a $21 or 11% increase in other
expenses. The total expense ratio gross of expenses waived by the
Sponsor for these years was 6.59% in 2018 and 6.98% in
2017.
134
The Sponsor has the ability to
elect to pay certain expenses on behalf of the Fund or waive the
management fee. This election is subject to change by the Sponsor,
at its discretion. For the three months ended March 31, 2018, the
Sponsor waived fees of $17,215. The Sponsor has determined that no
reimbursement will be sought in future periods for those expenses
which have been waived for the period. The
Sponsor permanently waived $21,683 of expenses in
2017.
Total expenses net of expenses
waived by the Sponsor (“Total expenses, net”) for the
period ended March 31, 2018 and 2017 were $1,414 and $1,672,
respectively. The total expense ratio net of expenses waived by the
Sponsor periods was .50% in 2018 and .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 2017-18, the United States Department of Agriculture
(“USDA”) estimates that the U.S. will produce
approximately 36% of all the corn globally, of which about 15% will
be exported. For 2017-2018, based on the April 2018 USDA reports,
global consumption of 1,069 Million Metric Tons (MMT) is expected
to be slightly higher than global production of 1,036 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 216 MMT is approximately 12% less
than its domestic usage.
According to the USDA, global
corn consumption has increased just over 447% from crop year
1960/1961 to 2017/2018 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 77.9 million people in
the 2017-18 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 April 10, 2018,
for each person added to the population, there needs to be an
additional 5.7 bushels of corn, 1.7 bushels of soybeans and 3.7
bushels of wheat produced.
135
While global consumption of corn
has increased over the 1960/1961-2017/2018 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.
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 February 2018.
136
On April 10,
2018, the USDA released its monthly World Agricultural Supply and
Demand Estimates (WASDE) for the Crop Year 2017-18. The exhibit
below provides a summary of historical and current information for
United States corn production.
137
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
contractsand 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.
138
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 2017-18, the United States will produce
approximately 120 MMT of soybeans or approximately 36% of estimated
world production, with Brazil production at 115 MMT. Argentina is
projected to produce about 40 MMT. For 2017-18, based on the April
2018 USDA report, global consumption of 342 MMT is estimated
slightly higher than global production of 335 MMT. If the global
supply of soybeans exceeds global demand, this may have an adverse
impact on the price of soybeans. The USDA publishes weekly,
monthly, quarterly and annual updates for U.S. domestic and
worldwide soybean production and consumption. These reports are
available on the USDA’s website, www.usda.gov, at no
charge.
The soybean
processing industry converts soybeans into soybean meal, soybean
hulls, and soybean oil. Soybean meal and soybean hulls are
processed into soy flour or soy protein, which are used, along with
other commodities, by livestock producers and the farm fishing
industry as feed. Soybean oil is sold in multiple grades and is
used by the food, petroleum and chemical industries. The food
industry uses soybean oil in cooking and salad dressings, baking
and frying fats, and butter substitutes, among other uses. In
addition, the soybean industry continues to introduce soy-based
products as substitutes to various petroleum-based products
including lubricants, plastics, ink, crayons and candles. Soybean
oil is also converted to biodiesel for use as
fuel.
Standard
Soybean Futures Contracts trade on the CBOT in units of 5,000
bushels, although 1,000 bushel “mini-sized” Soybean
Futures Contracts also trade. Three grades of soybean are
deliverable under CBOT Soybean Futures Contracts: Number 1 yellow,
which may be delivered at 6 cents per bushel over the contract
price; Number 2 yellow, which may be delivered at the contract
price; and Number 3 yellow, which may be delivered at 6 cents per
bushel under the contract price. There are seven months each year
in which CBOT Soybean Futures Contracts expire: January, March,
May, July, August, September and November.
If the
futures market is in a state of backwardation (i.e., when the price
of soybeans in the future is expected to be less than the current
price), the Fund will buy later-to-expire contracts for a lower
price than the sooner-to-expire contracts that it sells.
Hypothetically, and assuming no changes to either prevailing
soybean prices or the price relationship between immediate
delivery, soon-to-expire contracts and later-to-expire contracts,
the value of a contract will rise as it approaches expiration. If
the futures market is in contango, the Fund will buy
later-to-expire contracts for a higher price than the
sooner-to-expire contracts that it sells. Hypothetically, and
assuming no other changes to either prevailing soybean prices or
the price relationship between the spot price, soon-to-expire
contracts and later-to-expire contracts, the value of a contract
will fall as it approaches expiration. Historically, the soybeans
futures markets have experienced periods of both contango and
backwardation. Frequently, whether contango or backwardation exists
is a function, among other factors, of the seasonality of the
soybean market and the soybean harvest cycle. All other things
being equal, a situation involving prolonged periods of 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 February
2018.
139
On April 10, 2018, the USDA
released its monthly World Agricultural Supply and Demand Estimates
(WASDE) for the Crop Year 2017-18. 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.
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.
140
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 November 2017 report forecasts that Brazil,
with estimated record production of 40.2 million metric tons, will
continue to be the leading producer of sugarcane worldwide.
Brazil’s production, which outpaces the other principal
global producers, namely India, Thailand and China, equates to
approximately 22% 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 record 185 million metric tons,
up from the USDA’s initial forecast in May 2017. The
USDA’s November 2017 report estimated that record global
consumption of 174 million metric tons will still be below
production. Because of record production this year, ending stocks
are projected to rise 5% to 40.8 million metric tons. Unlike the
previous two years in which demand exceeded supply, the most
current period may 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 November 2017 report highlights, in the graph immediately
below, the fact that sugar prices have fallen in response to record
production. The second graph shows the increased exports out of the
European Union as a result of regulatory
changes.
141
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
2017-18, 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 6% of the global production, with approximately 53%
of that being exported. For 2017-18, based on the April 2018 USDA
report, global consumption of 743 MMT is estimated to be slightly
lower than production of 760 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 February 2018.
142
On April 10, 2018, the USDA released
its monthly World Agricultural Supply and Demand Estimates (WASDE)
for the Crop Year 2017-18. The exhibit below provides a summary of
historical and current information for United States wheat
production.
143
Calculating the Net Asset Value
The NAV of each Fund is
calculated by:
●
Taking the current market value
of its total assets, and
●
Subtracting any
liabilities.
The Administrator calculates the
NAV of each Fund once each trading day. It calculates NAV as of the
earlier of the close of the New York Stock Exchange or 4:00 p.m.,
New York time. The NAV for a particular trading day will be
released after 4:15 p.m., New York time.
In determining the value of the
Futures Contracts for each Fund, the Administrator uses the closing
price on the exchange on which the commodity is traded, commonly
referred to as the settlement price. The time of settlement for
each exchange is determined by that exchange and may change from
time to time. The current settlement time for each exchange can be
found at the appropriate website which are:
1) for the CBOT (CORN, SOYB and
WEAT)
http://www.cmegroup.com/trading_hours/commodities-hours.html;
2) for ICE (CANE)
http://www.theice.com/productguide/Search.shtml?tradingHours=.
The Administrator determines the
value of all other investments for each Fund as of the earlier of
the close of the New York Stock Exchange or 4:00 p.m., New York
time, in accordance with the current Services Agreement between the
Administrator and the Trust.
The value of over-the-counter
Commodity Interests will be determined based on the value of the
commodity or Futures Contract underlying such Commodity Interest,
except that a fair value may be determined if the Sponsor believes
that a Fund is subject to significant credit risk relating to the
counterparty to such Commodity Interest. For purposes of
financial statements and reports, the Sponsor will recalculate the
NAV of a specific Fund where necessary to reflect the “fair
value” of a Futures Contract when the Futures Contract of
such Fund closes at its price fluctuation limit for the day.
Treasury Securities held by the Fund are valued by the
Administrator using values received from recognized third-party
vendors (such as Reuters) and dealer quotes. The NAV includes any
unrealized profit or loss on open Commodity Interests and any other
credit or debit accruing to each Fund but unpaid or not received by
the Fund.
In addition, in order to provide
updated information relating to the Funds for use by investors and
market professionals, the NYSE Arca calculates and disseminates
throughout the trading day an updated indicative fund
value for each Fund. The indicative fund value is calculated
by using the prior day’s closing NAV per share of the Fund as
a base and updating that value throughout the trading day to
reflect changes in the value of the Fund’s Commodity
Interests during the trading day. Changes in the value of Treasury
Securities and cash equivalents will not be included in the
calculation of indicative value. 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.
144
The NYSE Arca disseminates the
indicative fund value through the facilities of CTA/CQ High Speed
Lines. In addition, the indicative fund value is published on
the NYSE Arca’s website and is available through on-line
information services such as Bloomberg and
Reuters.
Dissemination of the indicative
fund values provides additional information that is not otherwise
available to the public and is useful to investors and market
professionals in connection with the trading of Shares of the Funds
on the NYSE Arca. Investors and market professionals are able
throughout the trading day to compare the market price of each Fund
and its indicative fund value. If the market price of the
Shares of a Fund diverges significantly from the indicative fund
value, market professionals may have an incentive to execute
arbitrage trades. For example, if the Fund appears to be
trading at a discount compared to the indicative fund value, a
market professional could buy Fund Shares on the NYSE Arca,
aggregate them into Redemption Baskets, and receive the NAV of such
Shares by redeeming them to the Trust, provided that there is not a
minimum number of shares outstanding for the Fund. Such
arbitrage trades can tighten the tracking between the market price
of the Fund and the indicative fund value.
Critical Accounting Policies
The
Trust’s critical accounting policies for all the Funds are as
follows:
1.
Preparation
of the financial statements and related disclosures in conformity
with U.S. generally-accepted accounting principles
(“GAAP”) requires the application of appropriate
accounting rules and guidance, as well as the use of estimates, and
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, revenue and expense
and related disclosure of contingent assets and liabilities during
the reporting period of the 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 betweenthe 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.
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 valuationsare 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.
145
The Funds
and the Trust record their derivative activities at fair value.
Gains and losses from derivative contracts are included in the
statement of operations. Derivative contracts include futures
contracts related to commodity prices. Futures, which are listed on
a national securities exchange, such as the CBOT or the New York
Mercantile Exchange (“NYMEX”), or reported on another
national market, are generally categorized in Level 1 of the fair
value hierarchy. OTC derivatives contracts (such as forward and
swap contracts) which may be valued using models, depending on
whether significant inputs are observable or unobservable, are
categorized in Levels 2 or 3 of the fair value
hierarchy.
6.
Brokerage
commissions on all open commodity futures contracts are accrued on
a full-turn basis.
7.
Margin is
the minimum amount of funds that must be deposited by a commodity
interest trader with the trader’s broker to initiate and
maintain an open position in futures contracts. A margin deposit
acts to assure the trader’s performance of the futures
contracts purchased or sold. Futures contracts are customarily
bought and sold on initial margin that represents a very small
percentage of the aggregate purchase or sales price of the
contract. Because of such low margin requirements, price
fluctuations occurring in the futures markets may create profits
and losses that, in relation to the amount invested, are greater
than are customary in other forms of investment or speculation. As
discussed below, adverse price changes in the futures contract may
result in margin requirements that greatly exceed the initial
margin. In addition, the amount of margin required in connection
with a particular futures contract is set from time to time by the
exchange on which the contract is traded and may be modified from
time to time by the exchange during the term of the contract.
Brokerage firms, such as the Funds’ clearing brokers,
carrying accounts for traders in commodity interest contracts
generally require higher amounts of margin as a matter of policy to
further protect themselves. Over-the-counter trading generally
involves the extension of credit between counterparties, so the
counterparties may agree to require the posting of collateral by
one or both parties to address credit exposure.
When a
trader purchases an option, there is no margin requirement;
however, the option premium must be paid in full. When a trader
sells an option, on the other hand, he or she is required to
deposit margin in an amount determined by the margin requirements
established for the underlying interest and, in addition, an amount
substantially equal to the current premium for the option. The
margin requirements imposed on the selling of options, although
adjusted to reflect the probability that out-of-the-money options
will not be exercised, can in fact be higher than those imposed in
dealing in the futures markets directly. Complicated margin
requirements apply to spreads and conversions, which are complex
trading strategies in which a trader acquires a mixture of options
positions and positions in the underlying
interest.
Ongoing or
“maintenance” margin requirements are computed each day
by a trader’s clearing broker. When the market value of a
particular open futures contract changes to a point where the
margin on deposit does not satisfy maintenance margin requirements,
a margin call is made by the broker. If the margin call is not met
within a reasonable time, the broker may close out the
trader’s position. With respect to the Funds’ trading,
the Funds (and not its shareholders personally) are subject to
margin calls.
Finally,
many major U.S. exchanges have passed certain cross margining
arrangements involving procedures pursuant to which the futures and
options positions held in an account would, in the case of some
accounts, be aggregated, and margin requirements would be assessed
on a portfolio basis, measuring the total risk of the combined
positions.
8.
Due from/to
broker for investments in financial instruments are securities
transactions pending settlement. The Trust and TAGS are subject to
credit risk to the extent any broker with whom it conducts business
is unable to fulfill contractual obligations on its behalf. The
management of the Trust and the Funds monitors thefinancial
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 netchange 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.
146
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 on 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.
On November
14, 2013, the CFTC published final regulations that require
enhanced customer protections, risk management programs, internal
monitoring and controls, capital and liquidity standards, customer
disclosures and auditing and examination programs for FCMs. The
rules are intended to afford greater assurances to market
participants that customer segregated funds and secured amounts are
protected, customers are provided with appropriate notice of the
risks of futures trading and of the FCMs with which they may choose
to do business, FCMs are monitoring and managing risks in a robust
manner, the capital and liquidity of FCMs are strengthened to
safeguard the continued operations and the auditing and examination
programs of the CFTC and the self-regulatory organizations
are monitoring the activities of FCMs in a thorough
manner.
Effective
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.
147
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
moneymarket 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
interestbearing assets of a Fund are paid to that
Fund.
The investments of a Fund in Commodity Interests are subject to
periods of illiquidity because of market conditions, regulatory
considerations and other reasons. For example, U.S. futures
exchanges limit the fluctuations in the prices of certain Futures
Contracts during a single day by regulations referred to as
“daily limits.” During a single day, no trades may be
executed at prices beyond the daily limit. Once the price of such a
Futures Contract has increased or decreased by an amount equal to
the daily limit, positions in the contracts can neither be taken
nor liquidated unless the traders are willing to effect trades at
or within the limit. Such market conditions could prevent the Fund
from promptly liquidating a position in Futures
Contracts.
Market Risk
Trading in Commodity Interests
such as Futures Contracts will involve the Funds entering into
contractual commitments to purchase or sell specific amounts of
commodities at a specified date in the future. The gross
or face amount of the contracts is expected to significantly exceed
the future cash requirements of each Fund as each Fund intends to
close out any open positions prior to the contractual expiration
date. As a result, each Fund’s market risk is the
risk of loss arising from the decline in value of the contracts,
not from the need to make delivery under the
contracts. The Funds consider the “fair
value” of derivative instruments to be the unrealized gain or
loss on the contracts. The market risk associated with
the commitment by the Funds to purchase a specific commodity will
be limited to the aggregate face amount of the contacts
held.
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.
148
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 selfregulatory 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.
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 selfregulatory 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 metalbased 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.
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 DoddFrank 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 ofthe 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 reformlegislation 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.
149
Management
believes that as of March 31, 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.
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 Rulesdo 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.
150
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.
151
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 March 31, 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.
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 ofShares; (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 affiliatesof 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.
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.
152
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 March 31, 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
153
The performance data above for
the Teucrium Corn Fund represents past performance. Past
performance is not a guarantee of future results. Investment return
and value of the Fund’s Shares will fluctuate so that an
investor’s Shares, when sold, may be worth more or less than
their original cost. Performance may be lower or higher than
performance data quoted.
SOYB
The performance data above for
the Teucrium Soybean Fund represents past performance. Past
performance is not a guarantee of future results. Investment return
and value of the Fund’s Shares will fluctuate so that an
investor’s Shares, when sold, may be worth more or less than
their original cost. Performance may be lower or higher than
performance data quoted.
154
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.
155
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.
156
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.
157
Beginning on August 2, 2012 through March
31, 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 presents information about the difference between the daily
market price for Shares of each Fund and the Fund’s reported
Net Asset Value per share. The amount that a Fund’s market
price is above the reported NAV is called the premium. The amount
that a Fund’s market price is below the reported NAV is
called the discount. The market price is determined using the
midpoint between the highest bid and the lowest offer on the
listing exchange, as of the time that a Fund’s NAV is
calculated (usually 4:00 p.m., New York time). The horizontal axis
of the chart shows the premium or discount expressed in basis
points. The vertical axis indicates the number of trading days in
the period covered by the chart. Each bar in the chart shows the
number of trading days in which a Fund traded within the
premium/discount range indicated.
*A unit that is equal to 1/100th
of 1% and is used to denote the change in a financial
instrument.
NEITHER THE
PAST PERFORMANCE OF A FUND NOR THE PRIOR INDEX LEVELS AND CHANGES,
POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE
FUND’S FUTURE PERFORMANCE.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
Market Risk
The
discussion and analysis which follows may contain trend analysis
and other forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934 which reflect our
current views with respect to future events and financial results.
Words such as “anticipate,” “expect,”
“intend,” “plan,” “believe,”
“seek,” “outlook” and
“estimate,” as well as similar words and phrases,
signify forward-looking statements. The Trust’s
forward-looking statements are not guarantees of future results and
conditions, and important factors, risks and uncertainties may
cause our actual results to differ materially from those expressed
in our forward-looking statements.
You should
not place undue reliance on any forward-looking statements. Except
as expressly required by the Federal securities laws, the Sponsor
undertakes no obligation to publicly update or revise any
forward-looking statements or the risks, uncertainties or other
factors described in this Report, as a result of new information,
future events or changed circumstances or for any other reason
after the date of this Report.
Trading in Commodity Interests
such as Futures Contracts will involve the Funds entering into
contractual commitments to purchase or sell specific amounts of
commodities at a specified date in the future. The gross or face
amount of the contracts is expected to significantly exceed the
future cash requirements of each Fund as each Fund intends to close
out any open positions prior to the contractual expiration date. As
a result, each Fund’s market risk is the risk of loss arising
from the decline in value of the contracts, not from the need to
make delivery under the contracts. The Funds consider the
“fair value” of derivative instruments to be the
unrealized gain or loss on the contracts. The market risk
associated with the commitment by the Funds to purchase a specific
commodity will be limited to the aggregate face amount of the
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.
158
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 March 31, 2018. For
purposes of this analysis, all futures contracts held by the Funds
and the Underlying Funds are assumed to change by the same
percentage. In addition, the cash held by the Funds and any
management fees paid to the Sponsor are assumed to remain constant
and not impact the NAV per share. There may be very slight and
immaterial differences, due to rounding, in the tables presented
below.
CORN:
|
March 31, 2018 as Reported
|
|
10% Decrease
|
15% Decrease
|
20% Decrease
|
10% Increase
|
15% Increase
|
20% Increase
|
|
Holdings as of March 31, 2018
|
Number
of Contracts Held
|
Closing
Price
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
CBOT Corn Futures JUL18
|
1,255
|
$3.9625
|
$24,864,687
|
$22,378,218
|
$21,134,984
|
$19,891,749
|
$27,351,155
|
$28,594,389
|
$29,837,624
|
CBOT Corn Futures SEP18
|
1,057
|
$4.0325
|
$21,311,763
|
$19,180,586
|
$18,114,998
|
$17,049,410
|
$23,442,939
|
$24,508,527
|
$25,574,115
|
CBOT Corn Futures DEC18
|
1,210
|
$4.1150
|
$24,895,750
|
$22,406,175
|
$21,161,388
|
$19,916,600
|
$27,385,325
|
$28,630,113
|
$29,874,900
|
Total CBOT Corn Futures
|
|
|
$71,072,200
|
$63,964,979
|
$60,411,370
|
$56,857,759
|
$78,179,419
|
$81,733,029
|
$85,286,639
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding
|
|
|
3,950,004
|
3,950,004
|
3,950,004
|
3,950,004
|
3,950,004
|
3,950,004
|
3,950,004
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share attributable directly to CBOT Corn
Futures
|
|
$17.99
|
$16.19
|
$15.29
|
$14.39
|
$19.79
|
$20.69
|
$21.59
|
|
Total Net Asset Value per Share as reported
|
|
|
$17.99
|
|
|
|
|
|
|
Change in the Net Asset Value per Share
|
|
|
|
$(1.80)
|
$(2.70)
|
$(3.60)
|
$1.80
|
$2.70
|
$3.60
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net Asset Value per Share
|
|
|
|
-10.00%
|
-15.00%
|
-20.00%
|
10.00%
|
15.00%
|
20.00%
|
SOYB:
|
March 31, 2018 as Reported
|
|
10% Decrease
|
15% Decrease
|
20% Decrease
|
10% Increase
|
15% Increase
|
20% Increase
|
|
Holdings as of March 31, 2018
|
Number
of Contracts Held
|
Closing
Price
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
CBOT Soybean Futures JUL18
|
107
|
$10.5550
|
$5,646,925
|
$5,082,233
|
$4,799,886
|
$4,517,540
|
$6,211,618
|
$6,493,964
|
$6,776,310
|
CBOT Soybean Futures NOV18
|
93
|
$10.4775
|
$4,872,037
|
$4,384,833
|
$4,141,231
|
$3,897,629
|
$5,359,240
|
$5,602,842
|
$5,846,444
|
CBOT Soybean Futures NOV19
|
113
|
$10.0375
|
$5,671,188
|
$5,104,069
|
$4,820,509
|
$4,536,950
|
$6,238,306
|
$6,521,866
|
$6,805,425
|
Total CBOT Soybean
Futures
|
|
|
$16,190,150
|
$14,571,135
|
$13,761,628
|
$12,952,119
|
$17,809,164
|
$18,618,672
|
$19,428,179
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding
|
|
|
850,004
|
850,004
|
850,004
|
850,004
|
850,004
|
850,004
|
850,004
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share attributable directly to CBOT Soybean
Futures
|
|
$19.05
|
$17.14
|
$16.19
|
$15.24
|
$20.95
|
$21.90
|
$22.86
|
|
Total Net Asset Value per Share as reported
|
|
|
$19.04
|
|
|
|
|
|
|
Change in the Net Asset Value per Share
|
|
|
|
$(1.90)
|
$(2.86)
|
$(3.81)
|
$1.90
|
$2.86
|
$3.81
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net Asset Value per Share
|
|
|
|
-10.00%
|
-15.01%
|
-20.01%
|
10.00%
|
15.01%
|
20.01%
|
159
CANE:
|
March 31, 2018 as Reported
|
|
10% Decrease
|
15% Decrease
|
20% Decrease
|
10% Increase
|
15% Increase
|
20% Increase
|
|
Holdings as of March 31, 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 JUL18
|
212
|
$0.1246
|
$2,958,503
|
$2,662,652
|
$2,514,727
|
$2,366,802
|
$3,254,353
|
$3,402,278
|
$3,550,203
|
ICE #11 Sugar Futures OCT18
|
176
|
$0.1287
|
$2,536,934
|
$2,283,241
|
$2,156,394
|
$2,029,548
|
$2,790,628
|
$2,917,475
|
$3,044,321
|
ICE #11 Sugar Futures MAR19
|
190
|
$0.1413
|
$3,006,864
|
$2,706,178
|
$2,555,834
|
$2,405,491
|
$3,307,550
|
$3,457,894
|
$3,608,237
|
Total ICE #11 Sugar
Futures
|
|
|
$8,502,301
|
$7,652,071
|
$7,226,955
|
$6,801,841
|
$9,352,531
|
$9,777,647
|
$10,202,761
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding
|
|
|
1,025,004
|
1,025,004
|
1,025,004
|
1,025,004
|
1,025,004
|
1,025,004
|
1,025,004
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share attributable directly to ICE #11 Sugar
Futures
|
|
$8.29
|
$7.47
|
$7.05
|
$6.64
|
$9.12
|
$9.54
|
$9.95
|
|
Total Net Asset Value per Share as reported
|
|
|
$8.29
|
|
|
|
|
|
|
Change in the Net Asset Value per Share
|
|
|
|
$(0.83)
|
$(1.24)
|
$(1.66)
|
$0.83
|
$1.24
|
$1.66
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net Asset Value per Share
|
|
|
|
-10.00%
|
-15.00%
|
-20.01%
|
10.00%
|
15.00%
|
20.01%
|
WEAT:
|
March 31, 2018 as Reported
|
|
10% Decrease
|
15% Decrease
|
20% Decrease
|
10% Increase
|
15% Increase
|
20% Increase
|
|
Holdings as of March 31, 2018
|
Number
of Contracts Held
|
Closing
Price
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
Notional
Amount
|
CBOT Wheat Futures JUL18
|
969
|
$4.6850
|
$22,698,825
|
$20,428,943
|
$19,294,001
|
$18,159,060
|
$24,968,708
|
$26,103,649
|
$27,238,590
|
CBOT Wheat Futures SEP18
|
802
|
$4.8525
|
$19,458,525
|
$17,512,673
|
$16,539,746
|
$15,566,820
|
$21,404,378
|
$22,377,304
|
$23,350,230
|
CBOT Wheat Futures DEC18
|
897
|
$5.0650
|
$22,716,525
|
$20,444,873
|
$19,309,046
|
$18,173,220
|
$24,988,178
|
$26,124,004
|
$27,259,830
|
Total CBOT Wheat Futures
|
|
|
$64,873,875
|
$58,386,489
|
$55,142,793
|
$51,899,100
|
$71,361,264
|
$74,604,957
|
$77,848,650
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding
|
|
|
10,475,004
|
10,475,004
|
10,475,004
|
10,475,004
|
10,475,004
|
10,475,004
|
10,475,004
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share attributable directly to CBOT Wheat
Futures
|
|
$6.19
|
$5.57
|
$5.26
|
$4.95
|
$6.81
|
$7.12
|
$7.43
|
|
Total Net Asset Value per Share as reported
|
|
|
$6.19
|
|
|
|
|
|
|
Change in the Net Asset Value per Share
|
|
|
|
$(0.62)
|
$(0.93)
|
$(1.24)
|
$0.62
|
$0.93
|
$1.24
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net Asset Value per Share
|
|
|
|
-10.01%
|
-15.01%
|
-20.01%
|
10.01%
|
15.01%
|
20.01%
|
160
TAGS:
|
March 31, 2018 as Reported
|
|
10% Decrease
|
15% Decrease
|
20% Decrease
|
10% Increase
|
15% Increase
|
20% Increase
|
|
Holdings as of March 31, 2018
|
Number
of Shares Held
|
Closing
NAV
|
Fair
Value
|
Fair
Value
|
Fair
Value
|
Fair
Value
|
Fair
Value
|
Fair
Value
|
Fair
Value
|
Teucrium Corn Fund
|
16,508
|
$17.9905
|
$296,987
|
$267,288
|
$252,439
|
$237,590
|
$326,686
|
$341,535
|
$356,385
|
Teucrium Soybean Fund
|
15,331
|
$19.0400
|
$291,902
|
$262,712
|
$248,117
|
$233,522
|
$321,092
|
$335,688
|
$350,283
|
Teucrium Sugar Fund
|
33,624
|
$8.2924
|
$278,824
|
$250,941
|
$237,000
|
$223,059
|
$306,706
|
$320,647
|
$334,588
|
Teucrium Wheat Fund
|
43,487
|
$6.1899
|
$269,180
|
$242,262
|
$228,803
|
$215,344
|
$296,098
|
$309,557
|
$323,016
|
Total value of shares of the
Underlying Funds
|
|
|
$1,136,893
|
$1,023,203
|
$966,359
|
$909,515
|
$1,250,582
|
$1,307,427
|
$1,364,272
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding
|
|
|
50,002
|
50,002
|
50,002
|
50,002
|
50,002
|
50,002
|
50,002
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share attributable directly to
shares of the Underlying Funds
|
$22.74
|
$20.46
|
$19.33
|
$18.19
|
$25.01
|
$26.15
|
$27.28
|
||
Total Net Asset Value per Share as reported
|
|
|
$22.79
|
|
|
|
|
|
|
Change in the Net Asset Value per Share
|
|
|
|
$(2.27)
|
$(3.41)
|
$(4.55)
|
$2.27
|
$3.41
|
$4.55
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net Asset Value per Share
|
|
|
|
-9.98%
|
-14.96%
|
-19.95%
|
9.98%
|
14.96%
|
19.95%
|
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
discussedbelow, 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.
161
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 95% 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.
Ite
m 4. Controls and Procedures
Disclosure Controls and Procedures
The Trust
and each Fund maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the
Trust’s periodic reports filed or submitted under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”) is recorded, processed, summarized and reported within
the time period specified in the SEC’s rules and forms for
the Trust and each Fund thereof.
Management
of the Sponsor of the Funds (“Management”), including
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.
162
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.
163
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 sharesmay 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.
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.
164
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.
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 NAVof 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.
165
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 businessmethods 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.
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.
166
Increases in
assets under management may affect trading decisions. While all of
the Funds’ assets are currently at manageable levels, the
Sponsor does not intend to limit the amount of any Fund’s
assets. The more assets the Sponsor manages, the more difficult it
may be for it to trade profitably because of the difficulty of
trading larger positions without adversely affecting prices and
performance and of managing risk associated with larger
positions.
Each Fund
seeks to have the changes in its Shares’ NAV in percentage
terms track changes in the Benchmark in percentage terms, rather
than profit from speculative trading of the specific Commodity
Interests, or the commodity interests of the Underlying Funds in
the case of TAGS.
The Sponsor
therefore endeavors to manage each Fund so that the Fund’s
assets are, unlike those of many other commodity pools, not
leveraged (i.e., so that the aggregate amount of the Fund’s
exposure to losses from its investments in specific Commodity
Interests at any time will not exceed the value of the Fund’s
assets). There is no assurance that the Sponsor will successfully
implement this investment strategy. If the Sponsor permits a Fund
to become leveraged, you could lose all or substantially all of
your investment if the Fund’s trading positions suddenly
turns unprofitable. These movements in price may be the result of
factors outside of the Sponsor’s control and may not be
anticipated by the Sponsor.
The Sponsor
cannot predict to what extent the performance of the commodity
interest will or will not correlate to the performance of other
broader asset classes such as stocks and bonds. If the performance
of a specific Fund were to move more directly with the financial
markets, an investment in the Fund may provide you little or no
diversification benefits. Thus, in a declining market, the Fund may
have no gains to offset your losses from other investments, and you
may suffer losses on your investment in the Fund at the same time
you may incur losses with respect to other asset classes. Variables
such as drought, floods, weather, embargoes, tariffs and other
political events may have a larger impact on commodity and
Commodity Interests prices than on traditional securities and
broader financial markets. These additional variables may create
additional investment risks that subject a Fund’s investments
to greater volatility than investments in traditional securities.
Lower correlation should not be confused with negative correlation,
where the performance of two asset classes would be opposite of
each other. There is no historic evidence that the spot price of a
specific commodity, corn, for example, and prices of other
financial assets, such as stocks and bonds, are negatively
correlated. In the absence of negative correlation, a Fund cannot
be expected to be automatically profitable during unfavorable
periods for the stock market, or vice versa.
Under the
Trust Agreement, the Trustee and the Sponsor are not liable, and
have the right to be indemnified, for any liability or expense
incurred absent gross negligence or willful misconduct on the part
of the Trustee or Sponsor, as the case may be. That means the
Sponsor may require the assets of a Fund to be sold in order to
cover losses or liability suffered by the Sponsor or by the
Trustee. Any sale of that kind would reduce the NAV of the Fund and
the value of its Shares.
The Shares
of a Fund are limited liability investments; Shareholders may not
lose more than the amount that they invest plus any profits
recognized on their investment. However, Shareholders could be
required, as a matter of bankruptcy law, to return to the estate of
the Fund any distribution they received at a time when the Fund was
in fact insolvent or in violation of its Trust
Agreement.
The price
relationship between the near month Commodity Futures Contract to
expire and the Benchmark Component Futures Contracts for each Fund,
or the Underlying Funds in the case of TAGS, will vary and may
impact both a Fund’s total return over time and the degree to
which such total return tracks the total return of the specific
commodity price indices. In cases in which the near month
contract’s price is lower than later-expiring
contracts’ prices (a situation known as
“contango” in the futures markets), then absent the
impact of the overall movement in the commodity specific prices the
value of the Benchmark Component Futures Contracts would tend to
decline as they approach expiration which could cause the Benchmark
Component Futures Contracts, and therefore the Fund’s total
return, to track lower. In cases in which the near month
contract’s price is higher than later-expiring
contracts’ prices (a situation known as
“backwardation” in the futures markets), then absent
the impact of the overall movement in commodity specific prices,
the value of the Benchmark Component Futures Contracts would tend
to rise as they approach expiration.
While it is
expected that the trading prices of the Shares will fluctuate in
accordance with the changes in a Fund’s NAV, the prices of
Shares may also be influenced by various market factors, including
but not limited to, the number of shares of the Fund outstanding
and the liquidity of the underlying 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.
167
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 thatcould 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.
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
anunlimited amount and the investor would have to take delivery
oroffset 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.
168
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
federalregulatory agency would have to promulgate new regulations
to implement such legislation. These regulatory changes may affect
the continued operation of the Funds. For additional information
regarding recent regulatory developments that may impact the Funds
or the Trust, refer to the section entitled “Regulatory
Considerations” section of this document.
There Is No Assurance that There Will Be a Liquid Market for the
Shares of the Funds or the Funds’ Underlying Investments,
which May Mean that Shareholders May Not be Able to Sell Their
Shares at a Market Price Relatively Close to the
NAV
If a
substantial number of requests for redemption of Redemption Baskets
are received by a Fund during a relatively short period of time,
the Fund may not be able to satisfy the requests from the
Fund’s assets not committed to trading. As a consequence, it
could be necessary to liquidate the Fund’s trading positions
before the time that its trading strategies would otherwise call
for liquidation.
A portion of
a Fund’s investments could be illiquid, which could cause
large losses to investors at any time or from time to
time.
A Fund may
not always be able to liquidate its positions in its investments at
the desired price. As to futures contracts, it may be difficult to
execute a trade at a specific price when there is a relatively
small volume of buy and sell orders in a market. Limits imposed by
futures exchanges or other regulatory organizations, such as
accountability levels, position limits and price fluctuation
limits, may contribute to a lack of liquidity with respect to some
exchange-traded commodity Interests. In addition, over-the-counter
contracts may be illiquid because they are contracts between two
parties and generally may not be transferred by one party to a
third party without the counterparty’s consent. Conversely, a
counterparty may give its consent, but the Fund still may not be
able to transfer an over-the-counter Commodity Interest to a third
party due to concerns regarding the counterparty’s credit
risk.
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:
169
Daily price
limits for Corn futures are reset every six months. The first reset
date would be the first trading day in May based on the following:
Daily settlement prices are collected for the nearest July contract
over 45 consecutive trading days before and on the business day
prior to April 16th. The average price is calculated based on the
collected settlement prices and then multiplied by seven percent.
The resulting number rounded to the nearest 5 cents per bushel, or
20 cents per bushel, whichever is higher will be the new initial
price limits for Corn futures and will become effective on the
first trading day in May and will remain in effect through the last
trading day in October.
The second
reset date would be the first trading day in November based on the
following: Daily settlement prices are collected for the nearest
December contract over 45 consecutive trading days before and on
the business day prior to October 16th. The average price is
calculated based on the collected settlement prices and then
multiplied by seven percent. The resulting number, rounded to the
nearest 5 cents per bushel, or 20 cents per bushel, whichever is
higher, will be the new initial price limits for Corn futures and
will become effective on the first trading day in November and will
remain in effect through the last trading day in next
April.
There shall
be no trading in Corn futures at a price more than the initial
price limit above or below the previous day’s settlement
price. Should two or more Corn futures contract months within the
first five listed non-spot contracts (or the remaining contract
month in a crop year, which is the September contract) settle at
limit, the daily price limits for all contract months shall
increase by 50 percent the next business day, rounded up to the
nearest 5 cents per bushel. If no Corn futures contract month
settles at the expanded limit the next business day, daily price
limits for all contract months shall revert back to the initial
price limit the following business day. There shall be no price
limits on the current month contract on or after the second
business day preceding the first day of the delivery
month.
A market
disruption, such as a foreign government taking political actions
that disrupt the market in its currency, its commodity production
or exports, or in another major export, can also make it difficult
to liquidate a position. Unexpected market illiquidity may cause
major losses to investors at any time or from time to time. In
addition, no Fund intends at this time to establish a credit
facility, which would provide an additional source of liquidity,
but instead will rely only on the Treasury Securities, cash and/or
cash equivalents that it holds to meet its liquidity needs. The
anticipated large value of the positions in a specific Commodity
Interest that the Sponsor will acquire or enter into for a Fund
increases the risk of illiquidity. Because Commodity Interests may
be illiquid, a Fund’s holdings may be more difficult to
liquidate at favorable prices in periods of illiquid markets and
losses may be incurred during the period in which positions are
being liquidated.
A Fund may
invest in Other Commodity Interests. To the extent that these Other
Commodity Interests are contracts individually negotiated between
their parties, they may not be as liquid as Commodity Futures
Contracts and will expose the Fund to credit risk that its
counterparty may not be able to satisfy its obligations to the
Fund.
The changing
nature of the participants in the commodity specific market will
influence whether futures prices are above or below the expected
future spot price. Producers of the specific commodity will
typically seek to hedge against falling commodity prices by selling
Commodity Futures Contracts. Therefore, if commodity producers
become the predominant hedgers in the futures market, prices of
Commodity Futures Contracts will typically be below expected future
spot prices. Conversely, if the predominant hedgers in the futures
market are the purchasers of the commodity, who purchase Commodity
Futures Contracts to hedge against a rise in prices, prices of the
Commodity 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.
170
If a minimum
number of Shares is outstanding for a Fund, market makers may be
less willing to purchase Shares of that Fund in the secondary
market which may limit your ability to sell Shares. There are a
minimum number of baskets and associated Shares specified for each
Fund. Once the minimum number of baskets is reached, there can be
no more redemptions by an Authorized Purchaser of that Fund until
there has been a Creation Basket. In such case, market makers may
be less willing to purchase Shares of that Fund from investors in
the secondary market, which may in turn limit the ability of
Shareholders of that Fund to sell their Shares in the secondary
market.
Trading in
Shares of a Fund may be halted due to market conditions or, in
light of NYSE Arca rules and procedures, for reasons that, in the
view of the NYSE Arca, make trading in Shares inadvisable. In
addition, trading is subject to trading halts caused by
extraordinary market volatility pursuant to “circuit
breaker” rules that require trading to be halted for a
specified period based on a specified market decline. There can be
no assurance that the requirements necessary to maintain the
listing of the Shares will continue to be met or will remain
unchanged. A Fund will be terminated if its Shares are
delisted.
There is Credit Risk Associated with the Operation of the Funds,
Service Providers and Counter-Parties Which May Cause an Investment
Loss
For all of
the Funds except for TAGS, the majority of each Fund’s assets
are held in cash and short-term cash equivalents with the Custodian
or with one or more alternate financial institutions unrelated to
the Custodian (each, a “Financial Institution”). Any
cash or cash equivalents invested by a Fund will be placed by the
Sponsor in a Financial Institution deemed by the Sponsor to be of
investment quality.
The Sponsor
has the ability to invest available cash in Commercial Paper with
maturities of 90 days or less. Investments will be deemed by the
Sponsor to be of investment quality. There is a risk that the
proceeds from the sale of the Commercial Paper could be less than
the purchase price.
The
insolvency of the Custodian, any Financial Institution in which
funds are deposited, or Commercial Paper Issuer could result in a
complete loss of a Fund’s assets held by the Custodian or the
Financial Institution, which, at any given time, would likely
comprise a substantial portion of a Fund’s total assets.
Assets deposited with the Custodian or a Financial Institution will
generally exceed federally insured limits. For TAGS, the vast
majority of the Fund’s assets are held in Shares of the
Underlying Funds. The failure or insolvency of the Custodian or the
Financial Institution could impact the ability to access in a
timely manner TAGS’ assets held by the
Custodian.
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
makerthat 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.
171
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
isan 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 inthe event of trading abuses or financial
failure by participants. While increased regulation of
over-the-counter Commodity Interests is likely to result from
changes that are required to be effectuated by the Dodd-Frank Act,
there is no guarantee that such increased regulation will be
effective to reduce these risks.
Each Fund
faces the risk of non-performance by the counterparties to the
over-the-counter contracts. Unlike in futures contracts, the
counterparty to these contracts is generally a single bank or other
financial institution, rather than a clearing organization backed
by a group of financial institutions. As a result, there will be
greater counterparty credit risk in these transactions. A
counterparty may not be able to meet its obligations toa 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, inthe 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.
172
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.
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.
173
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 beinfluenced by economic and
monetary events such as changes in interest rates, changes in
balances of payments and trade, U.S. and international inflation
rates, currency valuations and devaluations, U.S. and international
economic events, and changes in the philosophies and emotions of
market participants. Because the Fund invests primarily in
interests in a single commodity, it is not a diversified investment
vehicle, and therefore may be subject to greater volatility than a
diversified portfolio of stocks or bonds or a more diversified
commodity pool.
The Fund is
subject to the risks and hazards of the corn market because it
invests in Corn Interests. The risks and hazards that are inherent
in the corn market may cause the price of corn to fluctuate widely.
If the changes in percentage terms of the Fund’s Shares
accurately track the percentage changes in the Benchmark or the
spot price of corn, then the price of its Shares will fluctuate
accordingly.
The price
and availability of corn is influenced by economic and industry
conditions, including but not limited to supply and demand factors
such as: crop disease and infestation (including, but not limited
to, Leaf Blight, Ear Rot and Root Rot). transportation
difficulties. various planting, growing, or harvesting problems.
and severe weather conditions (particularly during the spring
planting season and the fall harvest) such as drought, floods, or
frost that are difficult to anticipate and which cannot be
controlled. Demand for corn in the United States to produce ethanol
has also been a significant factor affecting the price of corn. In
turn, demand for ethanol has tended to increase when the price of
gasoline has increased and has been significantly affected by
United States governmental policies designed to encourage the
production of ethanol. Recent changes in government policy have the
potential to reduce the demand for ethanol over the next several
years. Additionally, demand for corn is affected by changes in
consumer tastes, national, regional and local economic conditions,
and demographic trends. Finally, because corn is often used as an
ingredient in livestock feed, demand for corn is subject to risks
associated with the outbreak of livestock
disease.
Corn
production is subject to United States federal, state, and local
policies and regulations that materially affect operations.
Governmental policies affecting the agricultural industry, such as
taxes, tariffs, duties, subsidies, incentives, acreage control, and
import and export restrictions on agricultural commodities and
commodity products, can influence the planting of certain crops,
the location and size of crop production, the volume and types of
imports and exports, the availability and competitiveness of
feedstocks as raw materials, and industry
profitability.Additionally, corn production is affected by laws and
regulations relating to, but not limited to, the sourcing,
transporting, storing, and processing ofagricultural 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 inthe market.
Conversely, corn prices are generally highest during the winter and
spring (between December and May), when farmerowned corn has
largely beensold 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
FuturesContracts 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.
174
Risks Specific to the Teucrium Soybean Fund
Investors
may choose to use the Fund as a means of investing indirectly in
soybeans, and there are risks involved in such investments. The
risks and hazards that are inherent in soybean production may cause
the price of soybeans to fluctuate widely. Global price movements
for soybeans are influenced by, among other things: weather
conditions, crop failure, production decisions, governmental
policies, changing demand, the soybean harvest cycle, and various
economic and monetary events. Soybean production is also subject to
domestic and foreign regulations that materially affect
operations.
As discussed
in more detail below, price movements for soybeans are influenced
by, among other things, weather conditions, crop disease,
transportation difficulties, various planting, growing and
harvesting problems, governmental policies, changing demand, and
seasonal fluctuations in supply. More generally, commodity prices
may be influenced by economic and monetary events such as changes
in interest rates, changes in balances of payments and trade, U.S.
and international inflation rates, currency valuations and
devaluations, U.S. and international economic events, and changes
in the philosophies and emotions of market participants. Because
the Fund invests primarily in interests in a single commodity, it
is not a diversified investment vehicle, and therefore may be
subject to greater volatility than a diversified portfolio of
stocks or bonds or a more diversified commodity
pool.
The Fund is
subject to the risks and hazards of the soybean market because it
invests in Soybean Interests. The risks and hazards that are
inherent in the soybean market may cause the price of soybeans to
fluctuate widely. If the changes in percentage terms of the
Fund’s Shares accurately track the percentage changes in the
Benchmark or the spot price of soybeans, then the price of its
Shares will fluctuate accordingly.
The price
and availability of soybeans is influenced by economic and industry
conditions, including but not limited to supply and demand factors
such as: crop disease. weed control. water availability. various
planting, growing, or harvesting problems.severe weather conditions
such as drought, floods, heavy rains, frost, or natural disasters
that are difficult to anticipate and which cannot be controlled.
uncontrolled fires, including arson. challenges in doing business
with foreign companies. legal and regulatory restrictions.
transportation costs. interruptions in energy supply. currency
exchange rate fluctuations. and political and economic instability.
Additionally, demand for soybeans is affected by changes in
international, national, regional and local economic conditions,
and demographic trends. The increased production of soybean crops
in South America and the rising demand for soybeans in emerging
nations such as China and India have increased competition in the
soybean market.
The supply
of soybeans could be reduced by the spread of soybean rust. Soybean
rust is a 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 transfats, the demand for
soybean oil may decrease due to heightened governmental regulation
of transfats or transfatty acids. The U.S. Food and
Drug Administration currently requires food manufacturers to
disclose levels of transfats contained in their products, and
various local governments have enacted or are considering
restrictions on the use of transfats in restaurants. Several
food processors have either switched or indicated an intention to
switch to oil products with lower levels of transfats or
transfatty acids.
In recent
years, there has been increased global interest in the production
of biofuels as alternatives to traditional fossil fuels and as a
means of promoting energy independence. Soybeans can be converted
into biofuels such as biodiesel. Accordingly, the soybean market
has become increasingly affected by demand for biofuels and related
legislation.
The costs
related to soybean production could increase and soybean supply
could decrease as a result of restrictions on the use of
genetically modified soybeans, including requirements to segregate
genetically modified soybeans and the products generated from them
from other soybean products.
175
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 atany 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
soybeanrelated losses or as a way to indirectly invest in
soybeans.
If the Fund
encounters position limits or price fluctuation limits for Soybean
Futures Contracts on the CBOT, it may then, if permitted under
applicable regulatory requirements, purchase Other Soybean
Interests and/or Soybean Futures Contracts listed on foreign
exchanges. However, the Soybean Futures Contracts available on such
foreign exchanges may have different underlying sizes, deliveries,
and prices. In addition, the Soybean Futures Contracts available on
these exchanges may be subject to their own position limits or
similar restrictions. In any case, notwithstanding the potential
availability of these instruments in certain circumstances,
position limits could force the Fund to limit the number of
Creation Baskets that it sells.
Risks Specific to the Teucrium Sugar Fund
Investors
may choose to use the Fund as a means of investing indirectly in
sugar, and there are risks involved in such investments. The risks
and hazards that are inherent in sugar production may cause the
price of sugar to fluctuate widely. Global price movements for
sugar are influenced by, among other things: weather conditions,
crop failure, production decisions, governmental policies, changing
demand, the sugar harvest cycle, and various economic and monetary
events. Sugar production is also subject to domestic and foreign
regulations that materially affect operations.
As discussed
in more detail below price movements for sugar are influenced by,
among other things, weather conditions, crop disease,
transportation difficulties, various planting, growing and
harvesting problems, governmental policies, changing demand, and
seasonal fluctuations in supply. More generally, commodity prices
may be influenced by economic and monetary events such as changes
in interest rates, changes in balances of payments and trade, U.S.
and international inflation rates, currency valuations and
devaluations, U.S. and international economic events, and changes
in the philosophies and emotions of market participants. Because
the Fund invests primarily in interests in a single commodity, it
is not a diversified investment vehicle, and therefore may be
subject to greater volatility than a diversified portfolio of
stocks or bonds or a more diversified commodity
pool.
The Fund is
subject to the risks and hazards of the world sugar market because
it invests in Sugar Interests. The two primary sources for the
production of sugar are sugarcane and sugar beets, both of which
are grown in various countries around the world. The risks and
hazards that are inherent in the world sugar market may cause the
price of sugar to fluctuate widely. If the changes in percentage
terms of the Fund’s Shares accurately track the percentage
changes in the Benchmark or the spot price of sugar, then the price
of its Shares will fluctuate accordingly.
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.
176
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.
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
Futuresestablished 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
sugarrelated 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.
177
The Fund is
subject to the risks and hazards of the wheat market because it
invests in Wheat Interests. The risks and hazards that are inherent
in the wheat market may cause the price of wheat to fluctuate
widely. If the changes in percentage terms of the Fund’s
Shares accurately track the percentage changes in the Benchmark or
the spot price of wheat, then the price of its Shares will
fluctuate accordingly.
The price
and availability of wheat is influenced by economic and industry
conditions, including but not limited to supply and demand factors
such as: crop disease. weed control. water availability. various
planting, growing, or harvesting problems. severe weather
conditions such as drought, floods, or frost that are difficult to
anticipate and which cannot be controlled. Demand for food products
made from wheat flour is affected by changes in consumer tastes,
national, regional and localeconomic 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 lowcarbohydrate 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 aswell 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 wheatrelated 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.
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;
178
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 March 31, 2018, 16,075,000 Shares of the
Fund were sold at an aggregate offering price of $488,553,374. The
Fund paid fees to Foreside Fund Services, LLC for its services to
the Fund from June 9, 2010 (the commencement of operations) through
March 31, 2018 in an amount equal to $839,504, resulting in net
offering proceeds of $487,713,870. 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 and a third (File No. 333-217247) was declared
effective on May 1, 2017. From September 19, 2011 (the commencement
of the offering) through March 31, 2018, 3,350,000 Shares of the
Fund were sold at an aggregate offering price of $69,180,362. The
Fund paid fees to Foreside Fund Services, LLC for its services
to the Fund through March 31, 2018 in an amount equal to $93,105,
resulting in net offering proceeds of $69,087,257. 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 and a third (File No. 333-217248) was declared effective on
May 1, 2017. From September 19, 2011 (the commencement of the
offering) through March 31, 2018, 2,400,000 Shares of the Fund were
sold at an aggregate offering price of $29,765,839. The Fund
paid fees to Foreside Fund Services, LLC for its services to
the Fund through March 31, 2018 in an amount equal to $43,213,
resulting in net offering proceeds of $29,722,626. 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 March 31, 2018, 17,700,000
Shares of the Fund were sold at an aggregate offering price of
$161,036,841. The Fund paid fees to Foreside Fund Services,
LLC for its services to the Fund through March 31, 2018 in an
amount equal to $235,762, resulting in net offering proceeds
of $161,272,003. 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. From March 28, 2012 (the commencement of the
offering) through March 31, 2018, 350,000 Shares of the Fund were
sold at an aggregate offering price of $17,706,578. The Fund paid
fees to Foreside Fund Services, LLC for its services to the Fund
through March 31, 2018 in an amount equal to $9,098, resulting in
net offering proceeds of $17,6997,480. 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.
179
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
|
|
||||
January 1 to January 31,
2018
|
|
|
-
|
|
$
|
-
|
|
|
N/A
|
|
|
N/A
|
|
February 1 to February 28,
2018
|
|
|
225,000
|
|
$
|
17.32
|
|
|
N/A
|
|
|
N/A
|
|
March 1 to March 31,
2018
|
|
|
100,000
|
|
$
|
17.36
|
|
|
N/A
|
|
|
N/A
|
|
Total
|
|
|
325,000
|
|
$
|
17.33
|
|
|
|
|
|
|
|
Issuer
Purchases of SOYB Shares: Nothing to Report
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
|
|
||||
January 1 to January 31,
2018
|
|
|
50,000
|
|
$
|
6.10
|
|
|
N/A
|
|
|
N/A
|
|
February 1 to February 28,
2018
|
|
|
250,000
|
|
$
|
6.30
|
|
|
N/A
|
|
|
N/A
|
|
March 1 to March 31,
2018
|
|
|
300,000
|
|
$
|
6.19
|
|
|
N/A
|
|
|
N/A
|
|
Total
|
|
|
600,000
|
|
$
|
6.23
|
|
|
|
|
|
|
|
Issuer
Purchases of CANE Shares: Nothing to Report
Issuer
Purchases of TAGS Shares: Nothing to Report
I
tem 3. Defaults Upon Senior
Securities
None.
Item 4. Mine Safety Disclosures
None.
180
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.
|
181
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: May 10, 2018
|
|
|
|
|
182