Teucrium Commodity Trust - Annual Report: 2019 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 10-K
☒
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Annual report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 for the fiscal year ended
December 31, 2019
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OR
☐
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Transition report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for the transition
period
from to
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Commission File Number:
001-34765
Teucrium Commodity
Trust
(Exact name of
registrant as specified in its charter)
Delaware
|
|
61-1604335
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(State or other jurisdiction
of
incorporation or
organization)
|
|
(I.R.S. Employer
Identification No.)
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Three Main Street, Suite
215
Burlington, VT 05401
(Address of principal executive offices) (Zip
code)
(802) 540-0019
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each
Fund
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Name of each
exchange on which registered
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Shares of
Teucrium Corn Fund
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NYSE Arca,
Inc.
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Shares of
Teucrium Sugar Fund
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NYSE Arca,
Inc.
|
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Shares of
Teucrium Soybean Fund
|
NYSE Arca,
Inc.
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Shares of
Teucrium Wheat Fund
|
NYSE Arca,
Inc.
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Shares of
Teucrium Agricultural Fund
|
NYSE Arca,
Inc.
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Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.
☐ Yes ☒
No
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13
or Section 15(d) of the Act.
☐ Yes ☒
No
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, 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, a 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 ☐
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|
Accelerated filer
☒
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Non-accelerated filer
☐
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Smaller reporting company
☒
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(Do not check if a smaller
reporting company)
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Emerging growth
company ☐
|
If an emerging
growth company, indicate by 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
The aggregate market value of the
units of each series of the registrant held by non-affiliates as of
June 30, 2019 are included in the table below:
|
Aggregate
Market Value
of Each Funds’ Shares Held |
Total Number of
Outstanding
|
|
by
Non-Affiliates as of June 30, 2019
|
Shares as of March 9,
2020
|
|
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|
Teucrium Corn
Fund
|
$96,585,066
|
4,775,004
|
|
|
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Teucrium Sugar
Fund
|
9,926,028
|
1,350,004
|
|
|
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Teucrium Soybean
Fund
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33,033,063
|
1,725,004
|
|
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Teucrium Wheat
Fund
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58,446,023
|
8,600,004
|
|
|
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Teucrium
Agricultural Fund
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$1,509,790
|
75,002
|
|
|
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Total
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$199,499,970
|
|
Statement
Regarding Forward-Looking Statements
This filing includes
“forward-looking statements” which generally relate to
future events or future performance. In some cases, you can
identify forward-looking statements by terminology such as
“may,” “will,” “should,”
“expect,” “plan,” “anticipate,”
“believe,”“estimate,”
“predict,” “potential” or the negative of
these terms or other comparable terminology. All statements (other
than statements of historical fact) included in this filing that
address activities, events or developments that will or may occur
in the future, including such matters as movements in the
commodities markets and indexes that track such movements,
operations of the Funds, the Sponsor’s plans and references
to the future success of a Fund or the Funds and other similar
matters, are forward-looking statements. These statements are only
predictions. Actual events or results may differ materially. These
statements are based upon certain assumptions and analyses the
Sponsor has made based on its perception of historical trends,
current conditions and expected future developments, as well as
other factors appropriate in the circumstances. Whether or not
actual results and developments will conform to the Sponsor’s
expectations and predictions, however, is subject to a number of
risks and uncertainties, including the special considerations
discussed in this annual report, general
economic, market and business conditions, changes in laws or
regulations, including those concerning taxes, made by governmental
authorities or regulatory bodies, and other world economic and
political developments. Consequently, all the forward-looking
statements made in this filing are qualified by these cautionary
statements, and there can be no assurance that actual results or
developments the Sponsor anticipates will be realized or, even if
substantially realized, that they will result in the expected
consequences to, or have the expected effects on, the operations of
the Funds or the value of the Shares of the
Funds.
Table of Contents
Part
I
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1
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32
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45
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45
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45
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45
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PART
II
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46
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55
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57
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81
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85
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85
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85
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86
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PART
III
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87
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87
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88
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89
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89
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PART
IV
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90
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PART
I
Item 1. Business
The Trust and the Funds
Teucrium
Commodity Trust (“Trust”), a Delaware statutory trust
organized on September 11, 2009, is a series trust consisting of
five series: Teucrium Corn Fund (“CORN”), Teucrium
Sugar Fund (“CANE”), Teucrium Soybean Fund
(“SOYB”), Teucrium Wheat Fund (“WEAT”), and
Teucrium Agricultural Fund (“TAGS”). All of the series
of the Trust are collectively referred to as the
“Funds” and singularly as the “Fund.” Each
Fund is a commodity pool that is a series of the Trust. The Funds
issue common units, called the “Shares,” representing
fractional undivided beneficial interests in a Fund. The Trust and
the Funds operate pursuant to the Trust’s Fifth Amended and
Restated Declaration of Trust and Trust Agreement (the “Trust
Agreement”).
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 Three
Main Street, Suite 215, Burlington, Vermont 05401. 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. Teucrium Trading, LLC
registered as a Commodity Trading Advisor (“CTA”) with
the CFTC effective September 8, 2017. The Trust and the Funds
operate pursuant to the Trust Agreement.
Under
the Trust Agreement, the Sponsor is solely responsible for the
management, and conducts or directs the conduct of the business of
the Trust, the Funds, and any other Fund that may from time to time
be established and designated by the Sponsor. The Sponsor is
required to oversee the purchase and sale of Shares by firms
designated as “Authorized Purchasers” and to manage the
Funds’ investments, including to evaluate the credit risk of
futures commission merchants and swap counter-parties 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 designed 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.
The Funds
On June
7, 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, 2019.
On June
13, 2011, the initial Forms S-1 for CANE, SOYB, and WEAT were
declared effective by the SEC. On September 16, 2011, two Creation
Baskets were issued for each Fund, representing 100,000 shares and
$2,500,000, for CANE, SOYB, and WEAT. On September 19, 2011, CANE,
SOYB, and WEAT started trading on the NYSE Arca. The current
registration statements for CANE and SOYB were declared effective
by the SEC on April 30, 2018. The registration statements for SOYB
and CANE registered an additional 5,000,000 shares each. The
current registration statement for WEAT was declared effective on
April 29, 2019. This registration statement for WEAT registered an
additional 30,000,000 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.
Investing Strategy
Overview
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 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 designated commodity
comprising the Benchmark as defined below, or shares of the
Underlying Funds in the case of TAGS. Each Fund can hold United
States government (“Treasury
Securities”), cash equivalents,
including money-market funds and investment grade commercial paper,
and/or merely hold such assets in cash in interest-bearing
accounts. Therefore, the focus of the Sponsor in managing the Fund
is investing in Corn Interests and in short-term Treasury
Securities, cash and/or cash equivalents. The Fund earns interest
income from the short-term Treasury Securities and/or cash
equivalents that it purchases, and, on the cash, it holds at
financial institutions.
The
investment objective of CORN is to have the daily changes in
percentage terms of the Shares’ Net Asset Value
(“NAV”) reflect the daily changes in percentage terms
of a weighted average of the closing settlement prices for three
futures contracts for corn (“Corn Futures Contracts”)
that are traded on the Chicago Board of Trade
(“CBOT”):
CORN Benchmark
CBOT Corn Futures Contract
|
Weighting
|
Second to expire
|
35%
|
Third to expire
|
30%
|
December following the third to expire
|
35%
|
The
investment objective of SOYB is to have the daily changes in
percentage terms of the Shares’ Net Asset Value
(“NAV”) reflect the daily changes in percentage terms
of a weighted average of the closing settlement prices for three
futures contracts for soybeans (“Soybeans Futures
Contracts”) that are traded on the Chicago Board of Trade
(“CBOT”):
SOYB Benchmark
CBOT Soybeans Futures Contract
|
Weighting
|
Second to expire (excluding August & September)
|
35%
|
Third to expire (excluding August & September)
|
30%
|
Expiring in the November following the expiration of the third to
expire contract
|
35%
|
The
investment objective of CANE is to have the daily changes in
percentage terms of the Shares’ Net Asset Value
(“NAV”) reflect the daily changes in percentage terms
of a weighted average of the closing settlement prices for three
futures contracts for No. 11 sugar (“Sugar Futures
Contracts”) that are traded on the ICE Futures US
(“ICE”):
CANE Benchmark
ICE Sugar Futures Contract
|
Weighting
|
Second to
expire
|
35%
|
Third to
expire
|
30%
|
Expiring in the
March following the expiration of the third to expire
contract
|
35%
|
The
investment objective of WEAT is to have the daily changes in
percentage terms of the Shares’ Net Asset Value
(“NAV”) reflect the daily changes in percentage terms
of a weighted average of the closing settlement prices for three
futures contracts for wheat (“Wheat Futures Contracts”)
that are traded on the Chicago Board of Trade
(“CBOT”):
WEAT Benchmark
CBOT Wheat Futures Contract
|
Weighting
|
Second to expire
|
35%
|
Third to expire
|
30%
|
December following the third to expire
|
35%
|
The
investment objective of the TAGS is to have the daily changes in
percentage terms of the NAV of its Shares reflect the daily changes
in percentage terms of a weighted average (the “Underlying
Fund Average”) of the NAVs per share of four other commodity
pools that are series of the Trust and are sponsored by the
Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the
Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively,
the “Underlying Funds”). The Underlying Fund Average
will have a weighting of 25% to each Underlying Fund, and the
Fund’s assets will be rebalanced, generally on a daily basis,
to maintain the approximate 25% allocation to each Underlying
Fund:
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.” Each Fund
seeks to achieve its investment objective by investing under normal
market conditions in Benchmark Component Futures Contracts
(“Futures Contracts”) of the Fund or, in certain
circumstances, in other Futures Contracts for its Specified
Commodity. In addition, and to a limited extent, a Fund also may
invest in exchange traded options on Futures Contracts for its
Specified Commodity. Once position limits or accountability levels
on Futures Contracts on a Fund’s Specified Commodity are
applicable, each Fund’s intention is to invest first in
contracts and instruments such as cash-settled options on Futures
Contracts and forward contracts, swaps and other over the counter
transactions that are based on the price of its Specified Commodity
or Futures Contracts on its Specified Commodity (collectively,
“Other Commodity Interests,” and together with Futures
Contracts, “Commodity Interests”). By utilizing certain
or all of these investments, the Sponsor will endeavor to cause
each Fund’s performance to closely track that of its
Benchmark.
The
Sponsor operates the Funds with the intent to never hold a
Benchmark Component Futures Contract once it becomes the next to
expire contract (commonly called the “spot” contract).
Accordingly, the positions of each Fund in its Specified Commodity
Interests are changed or “rolled” on a regular basis in
order to track the changing nature of the Benchmark. Using CORN as
an example, five times a year (on the dates on which certain Corn
Futures Contracts expire), a particular Corn Futures Contract will
no longer be a Benchmark Component Futures Contract, and the Corn
Fund’s investments will have to be changed accordingly. Corn
Futures Contracts traded on the CBOT expire on a specified day in
the following five months: March, May, July, September, and
December. Therefore, in terms of the Benchmark, in June of a given
year the next to expire or “spot month” Corn Futures
Contract will expire in July of that year, and the Benchmark
Component Futures Contracts will be the contracts expiring in
September of that year (the second to expire contract), December of
that year (the third to expire contract), and December of the
following year. As another example using CORN, in November of a
given year the Benchmark Component Futures Contracts will be the
contracts expiring in March, May and December of the following
year. The Teucrium Corn Fund is designed to roll or replace its
contracts five times per year but will always hold a December Corn
Futures Contract as an “anchor” month. The Sponsor will
determine if the investments of a Fund will be “rolled”
in one day or over a period of several days, in order that any
trading does not signal unwanted market movements and to make it
more difficult for third parties to profit by trading ahead based
on such expected market movements. Such “roll” periods
are posted to the website well in advance of the “roll”
date.
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.
Calculation of the Benchmark
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. Bank Global Fund Services
(“Global Fund Services”) 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 December 31, 2019, 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 (1,334 contracts, MAY20)
|
$26,329,825
|
35%
|
CBOT
Corn Futures (1,126 contracts, JUL20)
|
22,576,300
|
30
|
CBOT
Corn Futures (1,308 contracts, DEC20)
|
26,323,500
|
35
|
|
|
|
Total
at December 31, 2019
|
$75,229,625
|
100%
|
|
|
|
SOYB Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
CBOT
Soybean Futures (207 contracts, MAR20)
|
$9,889,425
|
35%
|
CBOT
Soybean Futures (175 contracts, MAY20)
|
8,476,563
|
30
|
CBOT
Soybean Futures (200 contracts, NOV20)
|
9,787,500
|
35
|
|
|
|
Total
at December 31, 2019
|
$28,153,488
|
100%
|
|
|
|
CANE Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
ICE
Sugar Futures (284 contracts, MAY20)
|
$4,306,803
|
35%
|
ICE
Sugar Futures (241 contracts, JUL20)
|
3,687,107
|
30
|
ICE
Sugar Futures (268 contracts, MAR21)
|
4,316,301
|
35
|
|
|
|
Total
at December 31, 2019
|
$12,310,211
|
100%
|
|
|
|
WEAT Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
CBOT
Wheat Futures (650 contracts, MAY20)
|
$18,256,875
|
35%
|
CBOT
Wheat Futures (556 contracts, JUL20)
|
15,665,300
|
30
|
CBOT
Wheat Futures (634 contracts, DEC20)
|
18,314,675
|
35
|
|
|
|
Total
at December 31, 2019
|
$52,236,850
|
100%
|
|
|
|
TAGS Benchmark Component Futures Contracts
|
Notional Value
|
Weight (%)
|
Shares
of Teucrium Corn Fund
|
$360,286
|
25%
|
Shares
of Teucrium Soybean Fund
|
371,397
|
25
|
Shares
of Teucrium Wheat Fund
|
371,411
|
25
|
Shares
of Teucrium Sugar Fund
|
373,786
|
25
|
|
|
|
Total
at December 31, 2019
|
$1,476,880
|
100%
|
The
price relationship between the near month Futures Contract to
expire and the Benchmark Component Futures Contracts will vary and
may impact both the total return of each Fund over time and the
degree to which such total return tracks the total return of the
price indices related to the commodity of each Fund. In cases in
which the near month contract’s price is lower than later
expiring contracts’ prices (a situation known as
“contango” in the futures markets), then absent the
impact of the overall movement in commodity prices the value of the
Benchmark Component Futures Contracts would tend to decline as they
approach expiration. In cases in which the near month
contract’s price is higher than later expiring
contracts’ prices (a situation known as
“backwardation” in the futures markets), then absent
the impact of the overall movement in a Fund’s prices the
value of the Benchmark Component Futures Contracts would tend to
rise as they approach expiration, all other things being
equal.
The
total portfolio composition for each Fund is disclosed each
business day that the NYSE Arca is open for trading on the
Sponsor’s website. The website for the Funds and the Sponsor is
www.teucrium.com. The website is 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 interests and the amount of cash and cash
equivalents held in the Fund’s portfolio. The specific types
of other commodity interests held (if any, which may include
options on futures contracts and derivative contracts such as
swaps) collectively, “Other Commodity Interests,” and
together with Futures Contracts, “Commodity Interests”
or “Interests” in addition to futures contracts,
options on futures contracts and derivative contracts that are tied
to various commodities are entered into outside of public
exchanges. These “over the counter” contracts are
entered into between two parties in private contracts, or on a
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 over
the counter derivative contract bears the credit risk of the other
party (unless such over the counter swap is cleared through a
derivatives clearing organization (“DCO”)), i.e., the
risk that the other party will not be able to perform its
obligations under its contract, and characteristics of such Other
Commodity Interests.
Consistent
with achieving a Fund’s investment objective of closely
tracking the Benchmark, the Sponsor may for certain reasons cause a
Fund to enter into or hold Futures Contracts other than the
Benchmark Component Futures Contracts and/or Other Commodity
Interests. Other Commodity Interests that do not have standardized
terms and are not exchange traded, referred to as “over the
counter” Commodity Interests, can generally be structured as
the parties to the Commodity Interest contract desire. Therefore,
each Fund might enter into multiple and/or over the counter
Interests intended to replicate the performance of each of the
Benchmark Component Futures Contracts for a Fund, or a single over
the counter Interest designed to replicate the performance of the
Benchmark as a whole. Assuming that there is no default by a
counterparty to an over the counter Interest, the performance of
the Interest will necessarily correlate with the performance of the
Benchmark or the applicable Benchmark Component Futures Contract.
Each Fund might also enter into or hold Interests other than
Benchmark Component Futures Contracts to facilitate effective
trading, consistent with the discussion of the Fund’s
“roll” strategy. In addition, each Fund might enter
into or hold Interests that would be expected to alleviate overall
deviation between the Fund’s performance and that of the
Benchmark that may result from certain market and trading
inefficiencies or other reasons. By utilizing certain or all of the
investments described above, the Sponsor will endeavor to cause the
Fund’s performance to closely track that of the Benchmark of
each Fund.
An
“exchange for related position” (“EFRP”)
can be used by each Fund as a technique to facilitate the
exchanging of a futures hedge position against a creation or
redemption order, and thus each 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. Each 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
institutions. 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 equivalent invested by a Fund will be deemed by
the Sponsor to be of investment grade quality. As of December 31,
2019, available cash balances in each of the Funds were invested in
the Fidelity Institutional Money Market Funds – Government
Portfolio, in demand deposits at Mechanics Bank, and in commercial
paper with maturities of ninety days or less. Additionally, the
CORN, SOYB, CANE and WEAT Funds invest a portion of the amount of
funds required to be deposited with the FCM as initial margin in
U.S. Treasury obligations with time to maturity of 90 days or less.
The obligations are purchased and held in the respective Fund
accounts through the FCM.
In
managing the assets of the Funds, the Sponsor does not use a
technical trading system that automatically issues buy and sell
orders. Instead, the Sponsor will purchase or sell the specific
underlying Commodity Interests with an aggregate market value that
approximates the amount of cash received or paid upon the purchase
or redemption of Shares.
The
Sponsor does not anticipate letting the commodity Futures Contracts
of any Fund expire, thus taking delivery of the underlying
commodity. Instead, the Sponsor will close out existing positions,
for instance, in response to ongoing changes in the Benchmark or if
it otherwise determines it would be appropriate to do so and
reinvest the proceeds in new Commodity Interests. Positions may
also be closed out to meet redemption orders, in which case the
proceeds from closing the positions will not be
reinvested.
The
Sponsor employs a “neutral” investment strategy
intended to track the changes in the Benchmark of each Fund
regardless of whether the Benchmark goes up or goes down. The
Fund’s “neutral” investment strategy is designed
to permit investors generally to purchase and sell the Fund’s
Shares for the purpose of investing indirectly in the commodity
specific market in a cost-effective manner. Such investors may
include participants in the specific industry and other industries
seeking to hedge the risk of losses in their commodity specific
related transactions, as well as investors seeking exposure to that
commodity market. Accordingly, depending on the investment
objective of an individual investor, the risks generally associated
with investing in the commodity specific market and/or the risks
involved in hedging may exist. In addition, an investment in a Fund
involves the risk 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.
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 outlook
provided below is from the January 10, 2020 USDA
report.
The
United States is the world’s leading producer and exporter of
corn. For the Crop Year 2019-20, the United States Department of
Agriculture (“USDA”) estimates that the U.S. will
produce approximately 31% of all the corn globally, of which about
13% will be exported. For 2019-2020, based on the January 10, 2020
USDA reports, global consumption of 1,133 Million Metric Tons (MMT)
is expected to be slightly higher than global production of 1,111
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 import nations include Mexico,
Japan, the European Union (EU), South Korea, Egypt and parts of
Southeast Asia. China’s production at 261 MMT is
approximately 7% less than its domestic usage.
According
to the USDA, global corn consumption has increased just over 584%
from crop year 1960/1961 to 2019/2020 as demonstrated by the graph
below and is projected to continue to grow in coming 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
79.6 million people in the 2019-20 time-frame and reach 9.7 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
biofuels, including ethanol in the United States. Based on USDA
estimates as of January 10, 2020, for each person added to the
population, there needs to be an additional 5.9 bushels of corn,
1.7 bushels of soybeans and 3.6 bushels of wheat
produced.
Global corn
consumption may fluctuate year over year due to any number of
reasons which may include, but is not limited to, economic
conditions, global health concerns, international trade
policy. Corn is a staple commodity used pervasively
across the globe so that any contractions in consumption may only
be temporary as has historically been the case.
While global
consumption of corn has increased over the 1960/1961-2019/2020
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 December 2019.
On January 10,
2020, the USDA released its monthly World Agricultural Supply and
Demand Estimates (WASDE) for the Crop Year 2019-20. The exhibit
below provides a summary of historical and current information for
United States corn production.
U.S. Corn Supply/Demand Balance
|
||||||||||||||
Marketing Year September - August
|
||||||||||||||
Million Bushels
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Jan 10 Est.
|
18-19 to
|
Jan 10 Est.
|
19-20 to
|
|
|
|
|
|
|
|
|
|
|
|
USDA
|
17-18
|
USDA
|
18-19
|
Crop Year
|
08-09
|
09-10
|
10-11
|
11-12
|
12-13
|
13-14
|
14-15
|
15-16
|
16-17
|
17-18
|
18-19
|
% Change
|
19-20
|
% Change
|
Planted Acres
|
86.0
|
86.4
|
88.2
|
91.9
|
97.3
|
95.4
|
90.6
|
88.0
|
94.0
|
90.2
|
88.9
|
-1%
|
89.7
|
1%
|
Harvested Acres
|
78.6
|
79.5
|
81.4
|
84.0
|
87.4
|
87.5
|
83.1
|
80.8
|
86.7
|
82.7
|
81.3
|
-2%
|
81.5
|
0%
|
Difference
|
7.4
|
6.9
|
6.8
|
7.9
|
9.9
|
7.9
|
7.5
|
7.2
|
7.3
|
7.5
|
7.6
|
1%
|
8.2
|
8%
|
Yield
|
153.9
|
164.7
|
152.8
|
147.2
|
123.1
|
158.1
|
171.0
|
168.4
|
174.6
|
176.6
|
176.4
|
0%
|
168.0
|
-5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Stocks
|
1,624
|
1,673
|
1,708
|
1,128
|
989
|
821
|
1,232
|
1,731
|
1,737
|
2,293
|
2,140
|
-7%
|
2,221
|
4%
|
Production
|
12,092
|
13,092
|
12,447
|
12,360
|
10,755
|
13,829
|
14,216
|
13,602
|
15,148
|
14,609
|
14,340
|
-2%
|
13,692
|
-5%
|
Imports
|
14
|
8
|
28
|
29
|
160
|
36
|
32
|
68
|
57
|
36
|
28
|
-22%
|
50
|
79%
|
Total Supply
|
13,730
|
14,774
|
14,182
|
13,516
|
11,904
|
14,686
|
15,479
|
15,401
|
16,942
|
16,939
|
16,509
|
-3%
|
15,962
|
-3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Feed
|
5,205
|
5,125
|
4,793
|
4,545
|
4,315
|
5,040
|
5,280
|
5,114
|
5,470
|
5,304
|
5,432
|
2%
|
5,525
|
2%
|
Food/Seed/Industrial
|
4,993
|
5,961
|
6,428
|
6,439
|
6,038
|
6,493
|
6,601
|
6,648
|
6,885
|
7,057
|
6,791
|
-4%
|
6,770
|
0%
|
Ethanol for Fuel(incld above)
|
3,677
|
4,591
|
5,021
|
5,011
|
4,641
|
5,124
|
5,200
|
5,224
|
5,432
|
5,605
|
5,376
|
-4%
|
5,375
|
0%
|
Exports
|
1,858
|
1,980
|
1,834
|
1,543
|
730
|
1,920
|
1,867
|
1,901
|
2,294
|
2,438
|
2,065
|
-15%
|
1,775
|
-14%
|
Total Usage
|
12,056
|
13,066
|
13,055
|
12,527
|
11,083
|
13,454
|
13,748
|
13,664
|
14,650
|
14,798
|
14,288
|
-3%
|
14,070
|
-2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Stocks (Inventory)
|
1,673
|
1,708
|
1,128
|
989
|
821
|
1,232
|
1,731
|
1,737
|
2,293
|
2,140
|
2,221
|
4%
|
1,892
|
-15%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks/Use Ratio
|
14%
|
13%
|
9%
|
8%
|
7%
|
9%
|
13%
|
13%
|
16%
|
14%
|
16%
|
7%
|
13%
|
-13%
|
farm Price ($/bushel)
|
$ 4.06
|
$ 3.55
|
$ 5.18
|
$ 6.22
|
$ 6.89
|
$ 4.46
|
$ 3.70
|
$ 3.61
|
$ 3.36
|
$3.36
|
$3.61
|
|
$3.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand per day (incld expt)¹
|
33.0
|
35.8
|
35.8
|
34.3
|
30.4
|
36.9
|
37.7
|
37.4
|
40.1
|
40.5
|
39.1
|
-3%
|
38.5
|
-2%
|
Carry-out days supply
|
50.7
|
47.7
|
31.5
|
28.8
|
27.0
|
33.4
|
46.0
|
46.4
|
57.1
|
52.8
|
56.7
|
7%
|
49.1
|
-13%
|
¹ in millions of bushels per day
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 2020 or may be delivered between
2 and 4 cents per bushel under the contract price for all contract
months commencing with March 2020 and beyond. There are five months
each year in which CBOT Corn Futures Contracts expire: March, May,
July, September and December.
If the
futures market is in a state of backwardation (i.e., when the price
of corn in the future is expected to be less than the current
price), the Fund will buy later to expire contracts for a lower
price than the sooner to expire contracts that it sells.
Hypothetically, and assuming no changes to either prevailing corn
prices or the price relationship between immediate delivery, soon
to expire contracts and later to expire contracts, the value of a
contract will rise as it approaches expiration. Over time, if
backwardation remained constant, the differences would continue to
increase. If the futures market is in contango, the Fund will buy
later to expire contracts for a higher price than the sooner to
expire contracts that it sells. Hypothetically, and assuming no
other changes to either prevailing corn prices or the price
relationship between the spot price, soon to expire contracts and
later to expire contracts, the value of a contract will fall as it
approaches expiration. Over time, if contango remained constant,
the difference would continue to increase. Historically, the corn
futures markets have experienced periods of both contango and
backwardation. Frequently, whether contango or backwardation exists
is a function, among other factors, of the seasonality of the corn
market and the corn harvest cycle. All other things being equal, a
situation involving prolonged periods of contango may adversely
impact the returns of the Fund; conversely a situation involving
prolonged periods of backwardation may positively impact the
returns of the Fund.
The Soybean Market
Global
soybean production is concentrated in the U.S., Brazil, Argentina
and China. The United States Department of Agriculture
(“USDA”) has estimated that, for the Crop Year 2019-20,
the United States will produce approximately 97 MMT of soybeans or
approximately 29% of estimated world production, with Brazil
production at 123 MMT. Argentina is projected to produce about 53
MMT. For 2019-20, based on the January 10, 2020 USDA report, global
consumption of 350 MMT is estimated slightly higher than global
production of 338 MMT. If the global supply of soybeans exceeds
global demand, this may have an adverse impact on the price of
soybeans. Global soybean
consumption may fluctuate year over year due to any number of
reasons which may include, but is not limited to, economic
conditions, global health concerns, international trade
policy. Soybeans is a staple commodity used pervasively
across the globe so that any contractions in consumption may only
be temporary as has historically been the case. 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 outlook provided below is from the January 10, 2020 USDA
report.
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 fish farming
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 December 2019.
On January 10,
2020, the USDA released its monthly World Agricultural Supply and
Demand Estimates (WASDE) for the Crop Year 2019-20. The exhibit
below provides a summary of historical and current information for
United States soybean production.
U.S. Soybean Supply/Demand Balance
|
||||||||||||||
Marketing Year September - August
|
||||||||||||||
Million Bushels
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Jan 10 Est.
|
18-19 to
|
Jan 10 Est.
|
19-20 to
|
|
|
|
|
|
|
|
|
|
|
|
USDA
|
17-18
|
USDA
|
18-19
|
Crop Year
|
08-09
|
09-10
|
10-11
|
11-12
|
12-13
|
13-14
|
14-15
|
15-16
|
16-17
|
17-18
|
18-19
|
% Change
|
19-20
|
% Change
|
Planted Acres
|
75.7
|
77.5
|
77.4
|
75.0
|
77.2
|
76.8
|
83.3
|
82.7
|
83.5
|
90.2
|
89.2
|
-1%
|
76.1
|
-15%
|
Harvested Acres
|
74.7
|
76.4
|
76.6
|
73.8
|
76.1
|
76.3
|
82.6
|
81.7
|
82.7
|
89.5
|
87.6
|
-2%
|
75.0
|
-14%
|
Difference
|
1.0
|
1.1
|
0.8
|
1.2
|
1.0
|
0.5
|
0.7
|
1.0
|
0.8
|
0.7
|
1.6
|
129%
|
1.1
|
-31%
|
Yield
|
39.7
|
44.0
|
43.5
|
41.9
|
40.0
|
44.0
|
47.5
|
48.0
|
51.9
|
49.3
|
50.6
|
3%
|
47.4
|
-6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Stocks
|
205
|
138
|
151
|
215
|
169
|
141
|
92
|
191
|
197
|
302
|
438
|
45%
|
909
|
108%
|
Production
|
2,967
|
3,359
|
3,329
|
3,094
|
3,042
|
3,358
|
3,927
|
3,926
|
4,296
|
4,412
|
4,428
|
0%
|
3,558
|
-20%
|
Imports
|
13
|
15
|
14
|
16
|
41
|
72
|
33
|
24
|
22
|
22
|
14
|
-36%
|
15
|
7%
|
Total Supply
|
3,185
|
3,512
|
3,495
|
3,325
|
3,252
|
3,570
|
4,052
|
4,140
|
4,516
|
4,735
|
4,880
|
3%
|
4,482
|
-8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crushings
|
1,662
|
1,752
|
1,648
|
1,703
|
1,689
|
1,734
|
1,873
|
1,886
|
1,901
|
2,055
|
2,092
|
2%
|
2,105
|
1%
|
Seed, Feed and Residual
|
106
|
110
|
131
|
89
|
105
|
107
|
146
|
115
|
147
|
109
|
131
|
20%
|
128
|
-2%
|
Exports
|
1,279
|
1,499
|
1,501
|
1,365
|
1,317
|
1,638
|
1,842
|
1,942
|
2,166
|
2,134
|
1,748
|
-18%
|
1,775
|
2%
|
Total Usage
|
3,047
|
3,361
|
3,280
|
3,155
|
3,111
|
3,478
|
3,862
|
3,944
|
4,214
|
4,297
|
3,971
|
-8%
|
4,008
|
1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Stocks (Inventory)
|
138
|
151
|
215
|
169
|
141
|
92
|
191
|
197
|
302
|
438
|
909
|
108%
|
475
|
-48%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks/Use Ratio
|
4.5%
|
4.5%
|
6.6%
|
5.4%
|
4.5%
|
2.6%
|
4.9%
|
5.0%
|
7.2%
|
10.2%
|
22.9%
|
125%
|
11.9%
|
-48%
|
farm Price ($/bushel)
|
$ 9.97
|
$ 9.59
|
$ 11.30
|
$ 12.50
|
$ 14.40
|
$ 13.00
|
$ 10.10
|
$ 8.95
|
$ 9.47
|
$9.33
|
$8.48
|
|
$9.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand per day (incld expt)¹
|
8.3
|
9.2
|
9.0
|
8.6
|
8.5
|
9.5
|
10.6
|
10.8
|
11.5
|
11.8
|
10.9
|
-8%
|
11.0
|
1%
|
Carry-out days supply
|
16.5
|
16.4
|
23.9
|
19.6
|
16.6
|
9.7
|
18.1
|
18.2
|
26.2
|
37.2
|
83.6
|
125%
|
43.3
|
-48%
|
¹ in millions of bushels per day
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Sugar Market
Sugarcane
accounts for about 79% of the world’s sugar production, while
sugar beets account for the remainder of the world’s sugar
production. Sugar manufacturers use sugar beets and sugarcane as
the raw material from which refined sugar (sucrose) for industrial
and consumer use is produced. Sugar is produced in various forms,
including granulated, powdered, liquid, brown, and molasses. The
food industry (in particular, producers of baked goods, beverages,
cereal, confections, and dairy products) uses sugar and sugarcane
molasses to make sugar containing food products. Sugar beet pulp
and molasses products are used as animal feed ingredients. Ethanol
is an important by-product of sugarcane processing. Additionally,
the material that is left over after sugarcane is processed is used
to manufacture paper, cardboard, and “environmentally
friendly” eating utensils.
The
Sugar No. 11 Futures Contract is the world benchmark contract for
raw sugar trading. This contract prices the physical delivery of
raw cane sugar, delivered to the receiver’s vessel at a
specified port within the country of origin of the sugar. Sugar No.
11 Futures Contracts trade on ICE Futures US and the NYMEX in units
of 112,000 pounds.
The
United States Department of Agriculture (“USDA”)
publishes two major reports annually on U.S. domestic and worldwide
sugar production and consumption. These are usually released in
November and May. In addition, the USDA publishes periodic, but not
as comprehensive, reports on sugar monthly. These reports are
available on the USDA’s website, www.usda.gov, at no charge.
The USDA’s November 2019 report forecasts for 2019/20 a
decline in global production of 174 Million due to a 5 million ton
drop in India resulting from reported lower area and expected
yields. Brazil and India are essentially tied as top producers.
Brazil’s production is estimated slightly down due to more
sugarcane being diverted towards ethanol production and less to
sugar. Consumption is projected to continue to rise due to record
use in India and exports are estimated to be flat while global
stocks are projected to be down due to lower stocks in China,
India, and Pakistan. Global sugar consumption may fluctuate year
over year due to any number of reasons which may include, but is
not limited to, economic conditions, global health concerns,
international trade policy. Sugar is a staple commodity used
pervasively across the globe so that any contractions in
consumption may only be temporary as has historically been the
case.
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.
Futures
contracts may be either bought or sold long or short. The U.S
Commodity Futures Trading Commission weekly releases the
“Commitment of Traders” (COT) report, which depicts the
open interest as well as long and short positions in the market.
Market participants may use this report to gauge market
sentiment.
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
2019-20, the principal global producers of wheat will be the EU,
the former Soviet nations known as the FSU-12, China, India, the
United States, Australia and Canada. The U.S. generates
approximately 7% of the global production, with approximately 51%
of that being exported. For 2019-20, based on the January 10, 2020
USDA report, global consumption of 754 MMT is estimated to be
slightly lower than production of 764 MMT. If the global supply of
wheat exceeds global demand, this may have an adverse impact on the
price of wheat. Global wheat consumption may fluctuate year
over year due to any number of reasons which may include, but is
not limited to, economic conditions, global health concerns,
international trade policy. Wheat is a staple commodity used
pervasively across the globe so that any contractions in
consumption may only be temporary as has historically been the
case. 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. The outlook provided below is
from the January 10, 2020 USDA report.
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 December
2019.
On January 10,
2020, the USDA released its monthly World Agricultural Supply and
Demand Estimates (WASDE) for the Crop Year 2019-20. The exhibit
below provides a summary of historical and current information for
United States wheat
production.
U.S. Wheat Supply/Demand Balance
|
||||||||||||||
Marketing Year June - May
|
||||||||||||||
Million Bushels
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Jan 10 Est.
|
18-19 to
|
Jan 10 Est.
|
19-20 to
|
|
|
|
|
|
|
|
|
|
|
|
USDA
|
17-18
|
USDA
|
18-19
|
Crop Year
|
08-09
|
09-10
|
10-11
|
11-12
|
12-13
|
13-14
|
14-15
|
15-16
|
16-17
|
17-18
|
18-19
|
% Change
|
19-20
|
% Change
|
Planted Acres
|
63.2
|
59.2
|
53.6
|
54.4
|
55.3
|
56.2
|
56.8
|
55.0
|
50.1
|
46.1
|
47.8
|
4%
|
45.2
|
-5%
|
Harvested Acres
|
55.7
|
49.9
|
47.6
|
45.7
|
48.8
|
45.3
|
46.4
|
47.3
|
43.8
|
37.6
|
39.6
|
5%
|
37.2
|
-6%
|
Difference
|
7.5
|
9.3
|
6.0
|
8.7
|
6.5
|
10.9
|
10.4
|
7.7
|
6.3
|
8.5
|
8.2
|
-4%
|
8.0
|
-2%
|
Yield
|
44.9
|
44.5
|
46.3
|
43.7
|
46.2
|
47.1
|
43.7
|
43.6
|
52.7
|
46.4
|
47.6
|
3%
|
51.7
|
9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Stocks
|
306
|
657
|
976
|
862
|
743
|
718
|
590
|
752
|
976
|
1,181
|
1,099
|
-7%
|
1,080
|
-2%
|
Production
|
2,499
|
2,218
|
2,207
|
1,999
|
2,252
|
2,135
|
2,026
|
2,062
|
2,309
|
1,741
|
1,885
|
8%
|
1,920
|
2%
|
Imports
|
127
|
119
|
97
|
112
|
123
|
173
|
151
|
113
|
118
|
158
|
135
|
-15%
|
105
|
-22%
|
Total Supply
|
2,932
|
2,993
|
3,279
|
2,974
|
3,118
|
3,026
|
2,768
|
2,927
|
3,402
|
3,080
|
3,119
|
1%
|
3,105
|
0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food
|
927
|
919
|
926
|
941
|
951
|
955
|
958
|
957
|
949
|
964
|
955
|
-1%
|
955
|
0%
|
Seed
|
78
|
69
|
71
|
76
|
73
|
77
|
79
|
67
|
61
|
63
|
59
|
-6%
|
60
|
2%
|
Feed and residual
|
255
|
150
|
132
|
164
|
364
|
228
|
114
|
149
|
160
|
47
|
90
|
91%
|
150
|
67%
|
Exports
|
1,015
|
879
|
1,289
|
1,050
|
1,012
|
1,176
|
864
|
778
|
1,051
|
906
|
936
|
3%
|
975
|
4%
|
Total Usage
|
2,275
|
2,018
|
2,417
|
2,231
|
2,400
|
2,436
|
2,015
|
1,951
|
2,222
|
1,981
|
2,039
|
3%
|
2,140
|
5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Stocks (Inventory)
|
657
|
976
|
862
|
743
|
718
|
590
|
752
|
976
|
1,181
|
1,099
|
1,080
|
-2%
|
965
|
-11%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks/Use Ratio
|
28.9%
|
48.4%
|
35.7%
|
33.3%
|
29.7%
|
24.2%
|
37.3%
|
50.0%
|
53.2%
|
55.5%
|
53.0%
|
-5%
|
45.1%
|
-15%
|
farm Price ($/bushel)
|
$ 6.78
|
$ 4.87
|
$ 5.70
|
$ 7.24
|
$ 7.77
|
$ 6.87
|
$ 5.99
|
$ 4.89
|
$ 3.89
|
$4.72
|
$5.16
|
|
$4.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand per day (incld expt)¹
|
6.2
|
5.5
|
6.6
|
6.1
|
6.6
|
6.7
|
5.5
|
5.3
|
6.1
|
5.4
|
5.6
|
3%
|
5.9
|
5%
|
Carry-out days supply
|
105.4
|
176.5
|
130.2
|
121.6
|
108.6
|
88.4
|
136.2
|
182.6
|
194.0
|
202.5
|
193.3
|
-5%
|
164.6
|
-15%
|
¹ in millions of bushels per day
|
|
|
|
|
|
|
|
|
|
|
|
Competitive Environment
Investors
may choose among several options when considering an investment in
agricultural commodities. For instance, an investor may choose to
invest directly in commodity futures, although such an investment
generally requires significant capital. Additionally, there are a
variety of commodity index funds which include baskets of commodity
interests; these funds invest in a range of commodity interests,
although some are weighted toward, or invest solely in,
agricultural commodities. Finally, there are exchange traded notes
which are credit instruments, some of which may invest or mirror
investments in agricultural commodities.
The Sponsor’s Operations
The
Sponsor established the Trust and caused the Trust to establish the
first series, the Corn Fund, which commenced offering its Shares to
the public on June 9, 2010. Three additional series, namely the
Sugar Fund, the Soybean Fund and the Wheat Fund, commenced offering
of shares in September 2011 and the Teucrium Agricultural Fund
commenced operation on March 28, 2012. Aside from establishing
these series, operating those series that have commenced offering
their shares and obtaining capital from a small number of outside
investors in order to engage in these activities, the Sponsor did
not engage in any business activity.
The
Trust and the Funds do not have any employees or officers. Any
persons acting as agents of the Trust or the Funds do so as
employees or officers of the Sponsor.
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 counter-parties 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.
The
Sponsor maintains a website on behalf of each of the Funds. The
total portfolio composition of each Fund is disclosed on the
Fund’s website each business day that the NYSE Arca is open
for trading. The website disclosure of portfolio holdings is made
daily and includes, as applicable, the name and value of each
Commodity Futures Contract held and those that are pending, and the
amount of cash and cash equivalents held in the Fund’s
portfolio. Each Fund’s website also includes the NAV, the 4
p.m. Bid/Ask Midpoint as reported by the NYSE Arca, the last trade
price as reported by the NYSE Arca, the shares outstanding, the
shares available for issuance, and the shares created or redeemed
on that day. The prospectus, Monthly Statement of Account,
Quarterly Performance of the Midpoint versus the NAV, and the Roll
Dates, as well as Forms 10-Q, Forms 10-K, and other SEC filings for
that Fund, are also posted on the website. The website is publicly
accessible at no charge. The website address for the Sponsor and
each Fund is www.teucrium.com.
A
portion of these aggregate common expenses are related to the
Sponsor or related parties of principals of the Sponsor; these are
necessary services to the Trust and the Funds, which are primarily
the cost of performing accounting and financial reporting,
regulatory compliance, and trading activities that are directly
attributable to the Trust and the Funds. For the period ended
December 31, such expenses, which are primarily included as
distribution and marketing fees, totaled $1,992,524 in 2019,
$2,674,984 in 2018, and $2,196,388 in 2017; of these amounts,
$137,711 in 2019, $556,063 in 2018, and $453,736 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 an information security program and policy in place.
The program takes reasonable care to look beyond the security and
controls developed and implemented for the Trust and the Funds
directly to the platforms and controls in place for the key service
providers. Such review of cybersecurity and information technology
plans of key service providers are part of the Sponsor’s
disaster recovery and business continuity planning. The Sponsor
provides regular training to all employees of the Sponsor regarding
cybersecurity topics, in addition to real-time dissemination of
information regarding cybersecurity matters as needed. The
information security plan is reviewed and updated as needed, but at
a minimum on an annual basis.
Ownership
or “membership” interests in the Sponsor are owned by
persons referred to as “members.” The Sponsor currently
has three voting or “Class A” members – Mr. Sal
Gilbertie, Mr. Dale Riker and Mr. Carl N. Miller III – and a
small number of non-voting or “Class B” members who
have provided working capital to the Sponsor. Messrs. Gilbertie and
Riker each currently own 45.7%, and Mr. Miller owns 8.52%, of the
Sponsor’s Class A membership interests.
Management of the Sponsor
In
general, under the Sponsor’s Amended and Restated Limited
Liability Company Operating Agreement, as amended from time to
time, the Sponsor (and as a result the Trust and each Fund) is
managed by the officers of the Sponsor. The Chief Executive Officer
of the Sponsor is responsible for the overall strategic direction
of the Sponsor and has general control of its business. The Chief
Investment Officer and President of the Sponsor is primarily
responsible for new investment product development with respect to
the Funds. The Chief Operating Officer has primary responsibility
for trade operations, trade execution, and portfolio activities
with respect to the Fund. The Chief Financial Officer, Chief
Accounting Officer and Chief Compliance Officer acts as the
Sponsor’s principal financial and accounting officer.
Furthermore, certain fundamental actions regarding the Sponsor,
such as the removal of officers, the addition or substitution of
members, or the incurrence of liabilities other than those incurred
in the ordinary course of business and de minimis liabilities, may not be
taken without the affirmative vote of a majority of the Class A
members (which is generally defined as the affirmative vote of Mr.
Gilbertie and one of the other two Class A members). The Sponsor
has no board of directors, and the Trust has no board of directors
or officers.
The
Officers of the Sponsor, one of whom is a Class A member of the
Sponsor, are the following:
Sal Gilbertie has been the President of the Sponsor since
its inception, its Chief Investment Officer since September 2011,
and its Chief Executive Officer and Secretary since September 17,
2018, and was approved by the NFA as a principal of the Sponsor on
September 23, 2009 and registered as an associated person of the
Sponsor on November 10, 2009. He maintains his main business office
at 65 Adams Road, Easton, Connecticut 06612. Effective July 16,
2012, Mr. Gilbertie was registered with the NFA as the Branch
Manager for this location. Since October 18, 2010, Mr. Gilbertie
has been an associated person of the Distributor under the terms of
the Securities Activities and Services Agreement
(“SASA”) between the Sponsor and the Distributor.
Additional information regarding the SASA can be found in the
section of this disclosure document entitled “Plan of
Distribution.” From October 2005 until December 2009, Mr.
Gilbertie was employed by Newedge USA, LLC, an FCM and
broker-dealer registered with the CFTC and the SEC, where he headed
the Renewable Fuels/Energy Derivatives OTC Execution Desk and was
an active futures contract and over the counter derivatives trader
and market maker in multiple classes of commodities. (Between
January 2008 and October 2008, he also held a comparable position
with Newedge Financial, Inc., an FCM and an affiliate of Newedge
USA, LLC.) From October 1998 until October 2005, Mr. Gilbertie was
principal and co-founder of Cambial Asset Management, LLC, an
adviser to two private funds that focused on equity options, and
Cambial Financing Dynamics, a private boutique investment bank.
While at Cambial Asset Management, LLC and Cambial Financing
Dynamics, Mr. Gilbertie served as principal and managed the
day-to-day activities of the business and the portfolio of both
companies. Mr. Gilbertie is 59 years old.
Cory Mullen-Rusin has been the Chief Financial Officer,
Chief Accounting Officer and Chief Compliance Officer of the
Sponsor since September 17, 2018 and Ms. Mullen-Rusin has primary
responsibility for the financial management, compliance and
reporting of the Sponsor and is in charge of its books of account
and accounting records, and its accounting procedures. She
maintains her main business office at Three Main Street, Suite 215,
Burlington, Vermont 05401. Ms. Mullen-Rusin worked directly with
the former CFO at Teucrium for seven years. Her responsibilities
included aspects of financial planning, financial operations, and
financial reporting for the Trust and the Sponsor. Additionally,
Ms. Mullen-Rusin assisted in developing, instituting, and
monitoring the effectiveness of processes and procedures to comply
with all regulatory agency requirements. Ms. Mullen-Rusin graduated
from Boston College with a Bachelor of Arts and Science in
Communications in 2009, where she was a four-year scholarship
player on the NCAA Division I Women’s Basketball team. In
2017, she earned a Master of Business Administration from Nichols
College. Ms. Mullen-Rusin is 32 years old.
Steve Kahler, Chief Operating Officer, began working for the
Sponsor in November 2011 as Managing Director in the trading
division. He became the Chief Operating Officer on May 24, 2012 and
served in that capacity through September 6, 2018, at which time he
resigned. Mr. Kahler was unemployed from September 7, 2018 until
September 18, 2018. Mr. Kahler was reappointed and officially
resumed his role as Chief Operating Officer on October 10, 2018.
Mr. Kahler has primary responsibility for the Trade Operations for
the Funds. He maintains his main business office at 13520 Excelsior
Blvd., Minnetonka, MN 55345. Mr. Kahler was registered as an
Associated Person of the Sponsor on November 25, 2011, approved as
a Branch Manager of the Sponsor on March 16, 2012 and approved by
the NFA as a Principal of the Sponsor on May 16, 2012. Since
January 18, 2012, Mr. Kahler has been an associated person of the
Distributor under the terms of the SASA between the Sponsor and the
Distributor. Additional information regarding the SASA can be found
in the section of this disclosure document entitled “Plan of
Distribution.” Prior to his employment with the Sponsor, Mr.
Kahler worked for Cargill Inc., an international producer and
marketer of food, agricultural, financial and industrial products
and services, from April 2006 until November 2011 in the Energy
Division as Senior Petroleum Trader. In October 2006 and while
employed at Cargill Inc., Mr. Kahler was approved as an Associated
Person of Cargill Commodity Services Inc., a commodity trading
affiliate of Cargill Inc. from September 13, 2006 to November 9,
2011. Mr. Kahler graduated from the University of Minnesota with a
Bachelors of Agricultural Business Administration and is 52 years
old. Mr. Kahler is primarily responsible for making trading and
investment decisions for the Fund and other Teucrium Funds, and for
directing Fund and other Teucrium Fund trades for
execution.
The Custodian and Administrator
In its
capacity as the Fund’s custodian, the Custodian, currently
U.S. Bank, N.A., holds the Funds’ securities, cash and/or
cash equivalents pursuant to a custodial agreement. U.S. Bancorp
Fund Services, LLC, doing business as U.S. Bank Global Fund
Services ("Global Fund Services"), an entity affiliated with U.S.
Bank, N.A., is the registrar and transfer agent for the Funds. In
addition, Global Fund Services also serves as Administrator for the
Fund, performing certain administrative and accounting services and
preparing certain SEC and CFTC reports on behalf of the Fund. For
these services, the Funds pays fees to the Custodian and Global
Fund Services set forth in the table entitled “Contractual
Fees and Compensation Arrangements with the Sponsor and Third-Party
Service Providers.”
The
Custodian is located at 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 Global Fund Services
is 615 E. Michigan Street, Milwaukee, WI 53202.
The Distributor
The
Funds employ Foreside Fund Services, LLC as the Distributor for the
Funds. The Distribution Services Agreement among the Distributor,
the Sponsor and the Trust calls for the Distributor to work with
the Custodian in connection with the receipt and processing of
orders for Creation Baskets and Redemption Baskets and the review
and approval of all Fund sales literature and advertising
materials. For these services, the Funds pays fees to the
Distributor set forth in the table entitled “Contractual Fees
and Compensation Arrangements with the Sponsor and Third-Party
Service Providers.” The Distributor and the Sponsor have also
entered into a Securities Activities and Service Agreement (the
“SASA”) under which certain employees and officers of
the Sponsor are licensed as registered representatives or
registered principals of the Distributor, under FINRA rules. As
Registered Representatives of the Distributor, these persons are
permitted to engage in certain marketing activities for the Fund
that they would otherwise not be permitted to engage in. Under the
SASA, the Sponsor is obligated to ensure that such marketing
activities comply with applicable law and are permitted by the SASA
and the Distributor’s internal procedures.
The
Distributor’s principal business address is Three Canal
Plaza, Suite 100, Portland, Maine 04101. The Distributor is a
broker-dealer registered with the U.S. Securities and Exchange
Commission and a member of the Financial Industry Regulatory
Authority (“FINRA”).
The Trustee
The
sole Trustee of the Trust is Wilmington Trust Company, a Delaware
banking corporation. The Trustee’s principal offices are
located at 1100 North Market Street, Wilmington, Delaware
19890-0001. The Trustee is unaffiliated with the Sponsor. The
Trustee’s duties and liabilities with respect to the offering
of Shares and the management of the Trust and the Fund are limited
to its express obligations under the Trust Agreement.
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. The Trustee does not owe any other duties to
the Trust, the Sponsor or the Shareholders. The Trustee is
permitted to resign upon at least sixty (60) days’ notice to
the Sponsor. If no successor trustee has been appointed by the
Sponsor within such sixty-day period, the Trustee may, at the
expense of the Trust, petition a court to appoint a successor. The
Trust Agreement provides that the Trustee is entitled to reasonable
compensation for its services from the Sponsor or an affiliate of
the Sponsor (including the Trust), and is indemnified by the
Sponsor against any expenses it incurs relating to or arising out
of the formation, operation or termination of the Trust, or any
action or inaction of the Trustee under the Trust Agreement, except
to the extent that such expenses result from the gross negligence
or willful misconduct of the Trustee. The Sponsor has the
discretion to replace the Trustee.
Under
the Trust Agreement, the duty and authority to manage the business
affairs of the Trust, and of all of the funds that are a series of
the Trust, including control of the Fund and the Underlying Funds,
is vested solely with the Sponsor, which the Sponsor may delegate
as provided for in the Trust Agreement. The Trustee has no duty or
liability to supervise or monitor the performance of the Sponsor,
nor does the Trustee have any liability for the acts or omissions
of the Sponsor. As the Trustee has no authority over the operation
of the Trust, the Trustee itself is not registered in any capacity
with the CFTC.
The Clearing Brokers
Effective
June 3, 2015, ED&F Man Capital Markets Inc. (“ED&F
Man”) replaced Jefferies as the Funds’ FCM and the
clearing broker to execute and clear the Funds’ futures and
provide other brokerage-related services, other than services for
TAGS. As of June 4, 2015, all futures contracts and residual cash
balances held at Jefferies had been transferred to ED&F Man and
the balance in all Jefferies accounts was $0.
The
Firm is registered as an FCM with the CFTC, is a member of the
National Futures Association (“NFA”) and is a clearing
member of all major U.S. futures exchanges. The Firm’s
Designated Self-Regulatory Organization is the Chicago Mercantile
Exchange Inc. (www.cmegroup.com).
The Firm is also registered as a broker-dealer (“BD”)
with the U.S. Securities and Exchange Commission
(“SEC”) and is a member of the Financial Industry
Regulatory Authority, Inc.
(“FINRA”).
There
has been no material civil, administrative, or criminal proceedings
pending, on appeal, or concluded against E D & F Man Capital
Markets Inc. or its principals in the past five (5) years. For a
list of concluded actions, please go to http://www.nfa.futures.org/basicnet/welcome.aspx.
This link will take you to the Welcome Page of the NFA’s
Background Affiliation Status Information Center
(“BASIC”). At this page, there is a box where you can
enter the NFA ID of ED&F Man Capital Markets Inc. (0002613) and
then click “Go”. You will be transferred to the
NFA’s information specific to ED&F Man Capital Markets
Inc. Under the heading “Regulatory Actions”, click
“details” and you will be directed to the full list of
regulatory actions brought by the CFTC and exchanges.
Effective
in 2019, U.S. Bank N.A. became the broker for some, but not all, of
the equity transactions related to the purchase and sale of the
Underlying Funds for TAGS. The Bank of New York Mellon Capital
Markets was previously the broker since inception of the TAGS
Fund.
Contractual Fees and Compensation Arrangements with the Sponsor and
Third-Party Service Providers
Service Provider
|
|
Compensation Paid by the Funds
|
Teucrium
Trading, LLC, Sponsor
|
|
1.00%
of average net assets annually
|
U.S.
Bank N.A., Custodian
U.S.
Bank Global Fund Services, Transfer Agent, Fund Accountant and Fund
Administrator
|
|
For
custody services: 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,
based on the total assets for all the Funds in the Trust: 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 $64,500 for custody, transfer
agency, accounting and administrative services is assessed per
Fund.
|
Foreside
Fund Services, LLC, Distributor
|
|
The
Distributor receives a fee of 0.01% of each Fund’s average
daily net assets and an aggregate annual fee of $100,000 for all
Funds, along with certain expense reimbursements currently
estimated at $3,000 per year related to these
services.
Under
the Securities Activities and Service Agreement (the
“SASA”), the Distributor receives compensation from the
fund for its activities on behalf of all the Funds. The fees paid
to the Distributor pursuant to the SASA for the offerings of the
Funds are not expected to exceed a combined $40,000 per year. In
addition, the Distributor receives certain expense reimbursements
relating to the registration, continuing education and other
administrative expenses of the Registered Representatives in
relation to the Funds. These expense reimbursements are estimated
not to exceed $25,000 per year.
|
ED&F
Man Capital Markets, Inc.
|
|
$4.50
per half-turn Futures Contract purchase or sale for corn, soybeans,
wheat and sugar.
|
Wilmington
Trust Company, Trustee
|
|
$3,300
annually for the Trust
|
Asset-based
fees are calculated on a daily basis (accrued at 1/365 of the
applicable percentage of NAV on that day) and paid on a monthly
basis. NAV is calculated by taking the current market value of the
Fund’s total assets and subtracting any
liabilities.
For
each of the contractual agreements discussed above, the expense
recognized in 2019 by the Trust and each Fund is detailed in the
notes to the financial statements included in Part II of this
filing.
Form of Shares
Registered Form
For all
the Funds, Shares are issued in registered form in accordance with
the Trust Agreement. Global Fund Services has been appointed
registrar and transfer agent for the purpose of transferring Shares
in certificated form. Global Fund Services keeps a record of all
Shareholders and holders of the Shares in certificated form in the
registry (Register). The Sponsor recognizes transfers of Shares in
certificated form only if done in accordance with the Trust
Agreement. The beneficial interests in such Shares are held in
book-entry form through participants and/or account holders in
DTC.
Book Entry
For all
Funds, individual certificates are not issued for the Shares.
Instead, Shares are represented by one or more global certificates,
which are deposited by the Administrator with DTC and registered in
the name of Cede & Co., as nominee for DTC. The global
certificates evidence all of the Shares outstanding at any time.
Shareholders are limited to (1) participants in DTC such as banks,
brokers, dealers and trust companies (DTC Participants), (2) those
who maintain, either directly or indirectly, a custodial
relationship with a DTC Participant (Indirect Participants), and
(3) those who hold interests in the Shares through DTC Participants
or Indirect Participants, in each case who satisfy the requirements
for transfers of Shares. DTC Participants acting on behalf of
investors holding Shares through such participant accounts in DTC
will follow the delivery practice applicable to securities eligible
for DTC’s Same-Day Funds Settlement System. Shares are
credited to DTC Participants securities accounts following
confirmation of receipt of payment.
DTC
DTC has
advised us as follows: It is a limited purpose trust company
organized under the laws of the State of New York and is a member
of the Federal Reserve System, a “clearing corporation”
within the meaning of the New York Uniform Commercial Code and a
“clearing agency” registered pursuant to the provisions
of Section 17A of the Exchange Act. DTC holds securities for DTC
Participants and facilitates the clearance and settlement of
transactions between DTC Participants through electronic book-entry
changes in accounts of DTC Participants.
Transfer of Shares
For all
Funds, the Shares are only transferable through the book-entry
system of DTC. Shareholders who are not DTC Participants may
transfer their Shares through DTC by instructing the DTC
Participant holding their Shares (or by instructing the Indirect
Participant or other entity through which their Shares are held) to
transfer the Shares. Transfers are made in accordance with standard
securities industry practice.
Transfers
of interests in Shares with DTC are made in accordance with the
usual rules and operating procedures of DTC and the nature of the
transfer. DTC has established procedures to facilitate transfers
among the participants and/or account holders of DTC. Because DTC
can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect Participants, the ability of a person or entity
having an interest in a global certificate to pledge such interest
to persons or entities that do not participate in DTC, or otherwise
take actions in respect of such interest, may be affected by the
lack of a certificate or other definitive document representing
such interest.
DTC has
advised us that it will take any action permitted to be taken by a
Shareholder (including, without limitation, the presentation of a
global certificate for exchange) only at the direction of one or
more DTC Participants in whose account with DTC interests in global
certificates are credited and only in respect of such portion of
the aggregate principal amount of the global certificate as to
which such DTC Participant or Participants has or have given such
direction.
Creation and Redemption of Shares
The
Funds create and redeem Shares from time to time, but only in one
or more Creation Baskets or Redemption Baskets. The creation and
redemption of baskets are only made in exchange for delivery to the
Funds or the distribution by the Funds of the amount of cash equal
to the combined NAV of the number of Shares included in the baskets
being created or redeemed determined as of 4:00 p.m. (EST) on the
day the order to create or redeem baskets is properly
received.
Authorized
Purchasers are the only persons that may place orders to create and
redeem baskets. Authorized Purchasers must be (1) either registered
broker-dealers or other securities market participants, such as
banks and other financial institutions, that are not required to
register as broker-dealers to engage in securities transactions,
and (2) DTC Participants. To become an Authorized Purchaser, a
person must enter into an Authorized Purchaser Agreement with the
Sponsor. The Authorized Purchaser Agreement provides the procedures
for the creation and redemption of baskets and for the delivery of
the cash required for such creations and redemptions. The
Authorized Purchaser Agreement and the related procedures attached
thereto may be amended by the Sponsor, without the consent of any
Shareholder or Authorized Purchaser. Authorized Purchasers pay a
transaction fee to the Sponsor for each order they place to create
one or more baskets and a fee per basket when they redeem
baskets.
Authorized
Purchasers who make deposits with a Fund in exchange for baskets
receive no fees, commissions or other form of compensation or
inducement of any kind from either the Trust or the Sponsor, and no
such person will have any obligation or responsibility to the Trust
or the Sponsor to effect any sale or resale of Shares.
Certain
Authorized Purchasers are expected to be capable of investing
directly in the Specified Commodities or the Commodity Interest
markets. Some Authorized Purchasers or their affiliates may from
time to time buy or sell the Specified Commodity or Commodity
Interests and may profit in these instances.
Each
Authorized Purchaser will be required to be registered as a
broker-dealer under the 1934 Act and a member in good standing with
FINRA or be exempt from being or otherwise not required to be
registered as a broker-dealer or a member of FINRA, and will be
qualified to act as a broker or dealer in the states or other
jurisdictions where the nature of its business so requires. Certain
Authorized Purchasers may also be regulated under federal and state
banking laws and regulations. Each Authorized Purchaser has its own
set of rules and procedures, internal controls and information
barriers as it determines is appropriate in light of its own
regulatory regime.
Under
the Authorized Purchaser Agreement, the Sponsor has agreed to
indemnify the Authorized Purchasers against certain liabilities,
including liabilities under the 1933 Act, and to contribute to the
payments the Authorized Purchasers may be required to make in
respect of those liabilities.
Minimum Number of Shares
There
are a minimum number of baskets and associated shares specified for
each Fund in the Fund’s respective prospectus as amended from
time to time. Once the minimum number of baskets is reached, there
can be no more redemptions until there has been a creation basket.
As of December 31, 2019, and March 9, 2020, these minimum levels
are as follows:
|
Minimum Level
|
|
Minimum Level
|
|
Shares Outstanding
|
|
Shares Outstanding
|
|
of Shares
|
|
of Baskets
|
|
December 31, 2019
|
|
March 9, 2020
|
Teucrium Corn Fund
|
50,000
|
|
2
|
|
5,075,004
|
|
4,775,004
|
Teucrium Soybean Fund
|
50,000
|
|
2
|
|
1,775,004
|
|
1,725,004
|
Teucrium Sugar Fund
|
50,000
|
|
2
|
|
1,750,004
|
|
1,350,004
|
Teucrium Wheat Fund
|
50,000
|
|
2
|
|
8,950,004
|
|
8,600,004
|
Teucrium Agricultural Fund
|
50,000
|
|
4
|
|
75,002
|
|
75,002
|
If a
Fund has not more than the minimum number of shares outstanding,
this means that there can be no redemptions of shares until there
is a creation of shares or unless the Sponsor has reason to believe
that the placer of the redemption order does in fact possess all
the outstanding Shares in the Fund and can deliver them. When there
can be no redemption of shares, the price of the Fund, as
represented by the bid and the ask, compared to the NAV may diverge
more than would be the case if redemptions could
occur.
The
following description of the procedures for the creation and
redemption of baskets is only a summary and an investor should
refer to the relevant provisions of the Trust Agreement and the
form of Authorized Purchaser Agreement for more detail, each of
which has been incorporated by reference as an exhibit to the
registration statement for each of the Funds.
The Flow of Shares
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., (EST). The NAV for a particular
trading day will be released after 4:15 p.m., (EST).
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 respective website for
the CBOT or ICE, as the case may be, as follows:
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., (EST), 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, ICE Data
Indices, LLC 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 are not 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., (EST),
to 4:00 p.m., (EST). 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.
ICE
Data Indices, LLC 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.
Creation Procedures
On any
business day, an Authorized Purchaser may place an order with the
transfer agent to create one or more baskets for a Fund. For
purposes of processing purchase and redemption orders, a
“business day” means any day other than a day when any
of the NYSE Arca, CBOT, ICE, or the New York Stock Exchange is
closed for regular trading. Purchase orders must be placed by noon
(EST) or the close of regular trading on the New York Stock
Exchange, whichever is earlier for CANE and TAGS. Purchase orders
must be placed by 1:15 pm (EST) or the close of regular trading on
the New York Stock Exchange, whichever is earlier for CORN, SOYB
and WEAT. The day on which the transfer agent and Distributor
receive a valid purchase order is referred to as the purchase order
date.
By
placing a purchase order, an Authorized Purchaser agrees to deposit
Treasury Securities, cash, commodity futures or shares of the
Underlying Funds or a combination thereof with the Trust, as
described below. Prior to the delivery of baskets for a purchase
order, the Authorized Purchaser must also have wired to the
Custodian the non-refundable transaction fee due for the purchase
order. Authorized Purchasers may not withdraw a purchase order
without the prior consent of the Sponsor in its
discretion.
Determination of Required Deposits
The
total deposit required to create each basket (Creation Basket
Deposit) is the amount of Treasury Securities, cash and/or
commodity futures that is in the same proportion to the total
assets of the applicable Fund (net of estimated accrued but unpaid
fees, expenses and other liabilities) on the purchase order date as
the number of Shares to be created under the purchase order is in
proportion to the total number of Shares outstanding on the
purchase order date. The Sponsor determines, directly in its sole
discretion or in consultation with the Custodian and the
Administrator, the requirements for Treasury Securities, cash
and/or commodity futures, including the remaining maturities of the
Treasury Securities and portions of Treasury Securities, that may
be included in deposits to create baskets. If Treasury Securities
are to be included in a Creation Basket Deposit for orders placed
on a given business day, the Administrator will publish an estimate
of the Creation Basket Deposit requirements at the beginning of
such day.
Delivery of Required Deposits
An
Authorized Purchaser who places a purchase order is responsible for
transferring to the account of that Fund with the Custodian the
required amount of securities, commodity futures and/or cash by the
end of the next business day following the purchase order date or
by the end of such later business day, not to exceed three business
days after the purchase order date, as agreed to between the
Authorized Purchaser and the Custodian when the purchase order is
placed (the “Purchase Settlement Date”). Upon receipt
of the deposit amount, the Custodian will direct DTC to credit the
number of baskets ordered for the specific Fund to the Authorized
Purchaser’s DTC account on the Purchase Settlement
Date.
Because
orders to purchase baskets must be placed by noon or 1:15 pm,
(EST), depending on the Fund, but the total payment required to
create a basket during the continuous offering period will not be
determined until 4:00 p.m., (EST), on the date the purchase order
is received, Authorized Purchasers will not know the total amount
of the payment required to create a basket at the time they submit
an irrevocable purchase order for the basket. The Fund’s NAV
and the total amount of the payment required to create a basket
could rise or fall substantially between the time an irrevocable
purchase order is submitted and the time the amount of the purchase
price in respect thereof is determined.
Rejection of Purchase Orders
The
Sponsor acting by itself or through the Distributor or transfer
agent may reject a purchase order or a Creation Basket Deposit
if:
●
|
it
determines that, due to position limits or otherwise, investment
alternatives that will enable the Fund to meet its investment
objective are not available or practicable at that
time;
|
●
|
it
determines that the purchase order or the Creation Basket Deposit
is not in proper form;
|
●
|
it
believes that acceptance of the purchase order or the Creation
Basket Deposit would have adverse tax consequences to the Fund or
its Shareholders;
|
●
|
the
acceptance or receipt of the Creation Basket Deposit would, in the
opinion of counsel to the Sponsor, be unlawful;
|
●
|
circumstances
outside the control of the Sponsor, Distributor or transfer agent
make it, for all practical purposes, not feasible to process
creations of baskets;
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there
is a possibility that any or all of the Benchmark Component Futures
Contracts of the Fund on the CBOT from which the NAV of the Fund is
calculated will be priced at a daily price limit restriction;
or
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if, in
the sole discretion of the Sponsor, the execution of such an order
would not be in the best interest of the Fund or its
Shareholders.
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None of
the Sponsor, Distributor or transfer agent will be liable for the
rejection of any purchase order or Creation Basket
Deposit.
In
addition, the Sponsor may reject a previously placed purchase order
at any time prior to the order cut-off time, 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.
Redemption Procedures
The
procedures by which an Authorized Purchaser can redeem one or more
baskets mirror the procedures for the creation of baskets. On any
business day, an Authorized Purchaser may place an order with the
Distributor to redeem one or more baskets. Redemption orders must
be placed by noon or 1:15 pm, (EST), depending on the Fund, or the
close of regular trading on the New York Stock Exchange, whichever
is earlier. A redemption order so received will be effective on the
date it is received in satisfactory form by the transfer agent and
Distributor. The redemption procedures allow Authorized Purchasers
to redeem baskets and do not entitle an individual Shareholder to
redeem any Shares in an amount less than a Redemption Basket, or to
redeem baskets other than through an Authorized Purchaser. By
placing a redemption order, an Authorized Purchaser agrees to
deliver the baskets to be redeemed through DTC’s book-entry
system to a Fund by the end of the next business day following the
effective date of the redemption order for all funds other than
TAGS or by the end of the second business day for TAGS, or by the
end of such later business day, not to exceed two business days
after the effective date of the redemption order, as agreed to
between the Authorized Purchaser, transfer agent and the
Distributor when the redemption order is placed (the
“Redemption Settlement Date”). Prior to the delivery of
the redemption distribution for a redemption order, the Authorized
Purchaser must also have wired to the Sponsor’s account at
the Custodian the non-refundable transaction fee due for the
redemption order. An Authorized Purchaser may not withdraw a
redemption order without the prior consent of the Sponsor in its
discretion.
Determination of Redemption Distribution
The
redemption distribution from a Fund will consist of a transfer to
the redeeming Authorized Purchaser of an amount of securities,
commodity futures and/or cash that is in the same proportion to the
total assets of the Fund (net of estimated accrued but unpaid fees,
expenses and other liabilities) on the date the order to redeem is
properly received as the number of Shares to be redeemed under the
redemption order is in proportion to the total number of Shares
outstanding on the date the order is received. The Sponsor,
directly or in consultation with the Custodian and Administrator,
determines the requirements for securities, commodity futures
and/or cash, including the remaining maturities of the Treasury
Securities and proportions of Treasury Securities and cash that may
be included in distributions to redeem baskets. If Treasury
Securities are to be included in a redemption distribution for
orders placed on a given business day, the Administrator will
publish an estimate of the redemption distribution composition as
of the beginning of such day.
Delivery of Redemption Distribution
The
redemption distribution due from a Fund will be delivered to the
Authorized Purchaser on the Redemption Settlement Date if the
Fund’s DTC account has been credited with the baskets to be
redeemed. If the Fund’s DTC account has not been credited
with all of the baskets to be redeemed by the end of such date, the
redemption distribution will be delivered to the extent of whole
baskets received. Any remainder of the redemption distribution will
be delivered on the next business day after the Redemption
Settlement Date to the extent of remaining whole baskets received.
Pursuant to information from the Sponsor, the Custodian will also
be authorized to deliver the redemption distribution
notwithstanding that the baskets to be redeemed are not credited to
the Fund’s DTC account by noon (EST) on the Redemption
Settlement Date if the Authorized Purchaser has collateralized its
obligation to deliver the baskets through DTC’s book
entry-system on such terms as the Sponsor may from time to time
determine.
Suspension or Rejection of Redemption Orders
The
Sponsor may, in its discretion, suspend the right of redemption, or
postpone the redemption settlement date, (1) for any period during
which the NYSE Arca, CBOT or ICE is closed other than customary
weekend or holiday closings, or trading on the NYSE Arca or any of
the applicable exchanges, is suspended or restricted, (2) for any
period during which an emergency exists as a result of which
delivery, disposal or evaluation of Treasury Securities is not
reasonably practicable, (3) for such other period as the Sponsor
determines to be necessary for the protection of the Shareholders,
(4) if there is a possibility that any or all of the Benchmark
Component Futures Contracts of the applicable Fund on the exchange
from which the NAV of the Fund is calculated will be priced at a
daily price limit restriction, or (5) if, in the sole discretion of
the Sponsor, the execution of such an order would not be in the
best interest of the Fund or its Shareholders.
For
example, the Sponsor may determine that it is necessary to suspend
redemptions to allow for the orderly liquidation of a Fund’s
assets at an appropriate value to fund a redemption. If the Sponsor
has difficulty liquidating a Fund’s positions, e.g., because
of a market disruption event in the futures markets or an
unanticipated delay in the liquidation of a position in an over the
counter contract, it may be appropriate to suspend redemptions
until such time as such circumstances are rectified. None of the
Sponsor, the Distributor, or the transfer agent will be liable to
any person or in any way for any loss or damages that may result
from any such suspension or postponement.
Redemption
orders must be made in whole baskets. The Sponsor will reject a
redemption order if the order is not in proper form as described in
the Authorized Purchaser Agreement or if the fulfillment of the
order, in the opinion of its counsel, might be unlawful. The
Sponsor may also reject a redemption order if the number of Shares
being redeemed would reduce the remaining outstanding Shares below
the minimum levels established or less, unless the Sponsor has
reason to believe that the placer of the redemption order does in
fact possess all the outstanding Shares and can deliver them. The
minimum number of shares for each Fund is presented above in the
section titled Minimum Number of
Shares.
Creation and Redemption Transaction Fees
To
compensate the Sponsor for its expenses in connection with the
creation and redemption of baskets, an Authorized Purchaser is
required to pay a transaction fee to the Sponsor. The fees for all
Funds as of December 31, 2019 are a flat $250 per creation or
redemption order.
The
transaction fees may be reduced, increased or otherwise changed by
the Sponsor.
Tax Responsibility
Authorized
Purchasers are responsible for any transfer tax, sales or use tax,
stamp tax, recording tax, value added tax or similar tax or
governmental charge applicable to the creation or redemption of
baskets, regardless of whether or not such tax or charge is imposed
directly on the Authorized Purchaser, and agree to indemnify the
Sponsor and the Fund if they are required by law to pay any such
tax, together with any applicable penalties, additions to tax and
interest thereon.
The Trust Agreement
The
following paragraphs are a summary of certain provisions of the
Trust Agreement. The following discussion is qualified in its
entirety by reference to the Trust Agreement.
Authority of the Sponsor
The
Sponsor is generally authorized to perform all acts deemed
necessary to carry out the purposes of the Trust and to conduct the
business of the Trust. The Trust and the Funds will continue to
exist until terminated in accordance with the Trust Agreement. The
Sponsor’s authority includes, without limitation, the right
to take the following actions:
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To
enter into, execute, deliver and maintain contracts, agreements and
any other documents as may be in furtherance of the Trust’s
purpose or necessary or appropriate for the offer and sale of the
Shares and the conduct of Trust activities;
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To
establish, maintain, deposit into, sign checks and otherwise draw
upon accounts on behalf of the Trust with appropriate banking and
savings institutions, and execute and accept any instrument or
agreement incidental to the Trust’s business and in
furtherance of its purposes;
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To
supervise the preparation and filing of any registration statement
(and supplements and amendments thereto) for the Fund;
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To
adopt, implement or amend, from time to time, such disclosure and
financial reporting, information gathering and control policies and
procedures as are necessary or desirable to ensure compliance with
applicable disclosure and financial reporting obligations under any
applicable securities laws;
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To make
any necessary determination or decision in connection with the
preparation of the Trust’s financial statements and
amendments thereto;
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To
prepare, file and distribute, if applicable, any periodic reports
or updates that may be required under the 1934 Act, the Commodity
Exchange Act (the “CEA”) or rules and regulations
promulgated thereunder;
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To pay
or authorize the payment of distributions to the Shareholders and
expenses of the Fund;
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To make
any elections on behalf of the Trust under the Internal Revenue
Code of 1986, as amended, or any other applicable U.S. federal or
state tax law as the Sponsor shall determine to be in the best
interests of the Trust; and
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In its
sole discretion, to determine to admit an affiliate or affiliates
of the Sponsor as additional Sponsors.
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The Sponsor’s Obligations
In
addition to the duties imposed by the Delaware Trust Statute, under
the Trust Agreement the Sponsor has the following obligations as a
sponsor of the Trust:
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Devote
to the business and affairs of the Trust such of its time as it
determines in its discretion (exercised in good faith) to be
necessary for the benefit of the Trust and the Shareholders of the
Fund;
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Execute,
file, record and/or publish all certificates, statements and other
documents and do any and all other things as may be appropriate for
the formation, qualification and operation of the Trust and for the
conduct of its business in all appropriate
jurisdictions;
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Appoint
and remove independent public accountants to audit the accounts of
the Trust and employ attorneys to represent the Trust;
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Use its
best efforts to maintain the status of the Trust as a statutory
trust for state law purposes and each Fund as a partnership for
U.S. federal income tax purposes;
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Invest,
reinvest, hold uninvested, sell, exchange, write options on, lease,
lend and, subject to certain limitations set forth in the Trust
Agreement, pledge, mortgage, and hypothecate the estate of the Fund
in accordance with the purposes of the Trust and any registration
statement filed on behalf of the Fund;
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Have
fiduciary responsibility for the safekeeping and use of the
Trust’s assets, whether or not in the Sponsor’s
immediate possession or control;
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Enter
into and perform agreements with each Authorized Purchaser, receive
from Authorized Purchasers and process properly submitted purchase
orders, receive Creation Basket Deposits, deliver or cause the
delivery of Creation Baskets to the Depository for the account of
the Authorized Purchaser submitting a purchase order;
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Receive
from Authorized Purchasers and process, or cause the Distributor or
other Fund service provider to process, properly submitted
redemption orders, receive from the redeeming Authorized Purchasers
through the Depository, and thereupon cancel or cause to be
cancelled, Shares corresponding to the Redemption Baskets to be
redeemed;
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Interact
with the Depository; and
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Delegate
duties to one or more administrators, as the Sponsor
determines
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To the
extent that, at law (common or statutory) or in equity, the Sponsor
has duties (including fiduciary duties) and liabilities relating
thereto to the Trust, or the Funds the Shareholders or to any other
person, the Sponsor will not be liable to the Trust or the Funds,
the Shareholders or to any other person for its good faith reliance
on the provisions of the Trust Agreement unless such reliance
constitutes gross negligence or willful misconduct on the part of
the Sponsor.
Liability and Indemnification
Under
the Trust Agreement, the Sponsor, the Trustee and their respective
Affiliates (collectively, “Covered Persons”) shall have
no liability to the Trust, the Fund, or to any Shareholder for any
loss suffered by the Trust or the Fund which arises out of any
action or inaction of such Covered Person if such Covered Person,
in good faith, determined that such course of conduct was in the
best interest of the Trust or the Fund and such course of conduct
did not constitute gross negligence or willful misconduct of such
Covered Person. Subject to the foregoing, neither the Sponsor nor
any other Covered Person shall be personally liable for the return
or repayment of all or any portion of the capital or profits of any
Shareholder or assignee thereof, it being expressly agreed that any
such return of capital or profits made pursuant to the Trust
Agreement shall be made solely from the assets of the applicable
Teucrium Fund without any rights of contribution from the Sponsor
or any other Covered Person. A Covered Person shall not be liable
for the conduct or willful misconduct of any administrator or other
delegate selected by the Sponsor with reasonable care, provided,
however, that the Trustee and its Affiliates shall not, under any
circumstances be liable for the conduct or willful misconduct of
any administrator or other delegate or any other person selected by
the Sponsor to provide services to the Trust.
To the
extent that, at law (common or statutory) or in equity, the Sponsor
has duties (including fiduciary duties) and liabilities relating to
the Trust, the Funds, the shareholders of the Funds, or to any
other person, the Sponsor, acting under the Trust Agreement, shall
not be liable to the Trust, the Funds, the shareholders of the
Funds or to any other person for its good faith reliance on the
provisions of the Trust Agreement. The provisions of the Trust
Agreement, to the extent they restrict or eliminate the duties and
liabilities of the Sponsor otherwise existing at law or in equity,
replace such other duties and liabilities of the
Sponsor.
The
Trust Agreement also provides that the Sponsor shall be indemnified
by the Trust (or by a series separately to the extent the matter in
question relates to a single series or disproportionately affects a
specific series in relation to other series) against any losses,
judgments, liabilities, expenses and amounts paid in settlement of
any claims sustained by it in connection with its activities for
the Trust, provided that (i) the Sponsor was acting on behalf of or
performing services for the Trust and has determined, in good
faith, that such course of conduct was in the best interests of the
Trust and such liability or loss was not the result of
gross negligence,
willful misconduct, or a breach of the Trust Agreement on the part
of the Sponsor and (ii) any such indemnification will only be
recoverable from the assets of the applicable series. The
Sponsor’s rights to indemnification permitted under the Trust
Agreement shall not be affected by the dissolution or other
cessation to exist of the Sponsor, or the withdrawal, adjudication
of bankruptcy or insolvency of the Sponsor, or the filing of a
voluntary or involuntary petition in bankruptcy under Title 11 of
the Bankruptcy Code by or against the Sponsor.
Notwithstanding
the above, the Sponsor shall not be indemnified for any losses,
liabilities or expenses arising from or out of an alleged violation
of U.S. federal or state securities laws unless (i) there has been
a successful adjudication on the merits of each count involving
alleged securities law violations as to the particular indemnitee
and the court approves the indemnification of such expenses
(including, without limitation, litigation costs), (ii) such claims
have been dismissed with prejudice on the merits by a court of
competent jurisdiction as to the particular indemnitee and the
court approves the indemnification of such expenses (including,
without limitation, litigation costs), or (iii) a court of
competent jurisdiction approves a settlement of the claims against
a particular indemnitee and finds that indemnification of the
settlement and related costs should be made.
The
payment of any indemnification shall be allocated, as appropriate,
among the Trust’s series. The Trust and its series shall not
incur the cost of that portion of any insurance which insures any
party against any liability, the indemnification of which is
prohibited under the Trust Agreement.
Expenses
incurred in defending a threatened or pending action, suit or
proceeding against the Sponsor shall be paid by the Trust in
advance of the final disposition of such action, suit or
proceeding, if (i) the legal action relates to the performance of
duties or services by the Sponsor on behalf of the Trust; (ii) the
legal action is initiated by a party other than the Trust; and
(iii) the Sponsor undertakes to repay the advanced funds with
interest to the Trust in cases in which it is not entitled to
indemnification.
The
Trust Agreement provides that the Sponsor and the Trust shall
indemnify the Trustee and its successors, assigns, legal
representatives, officers, directors, shareholders, employees,
agents and servants (the “Trustee Indemnified Parties”)
against any liabilities, obligations, losses, damages, penalties,
taxes, claims, actions, suits, costs, expenses or disbursements
which may be imposed on a Trustee Indemnified Party relating to or
arising out of the formation, operation or termination of the
Trust, the execution, delivery and performance of any other
agreements to which the Trust is a party, or the action or inaction
of the Trustee under the Trust Agreement or any other agreement,
except for expenses resulting from the gross negligence or willful misconduct
of a Trustee Indemnified Party. Further, certain officers of the
Sponsor are insured against liability for certain errors or
omissions which an officer may incur or that may arise out of his
or her capacity as such.
In the
event the Trust is made a party to any claim, dispute, demand or
litigation or otherwise incurs any liability or expense as a result
of or in connection with any Shareholder’s (or
assignee’s) obligations or liabilities unrelated to the Trust
business, such Shareholder (or assignees cumulatively) is required
under the Trust Agreement to indemnify the Trust for all such
liability and expense incurred, including attorneys’ and
accountants’ fees.
Withdrawal of the Sponsor
The
Sponsor may withdraw voluntarily as the Sponsor of the Trust only
upon ninety (90) days’ prior written notice to the holders of
the Trust’s outstanding shares and the Trustee. If the
withdrawing Sponsor is the last remaining Sponsor, shareholders
holding a majority (over 50%) of the outstanding shares of the
Funds voting together as a single class (not including shares
acquired by the Sponsor through its initial capital contribution)
may vote to elect a successor Sponsor. The successor Sponsor will
continue the business of the Trust. Shareholders have no right to
remove the Sponsor.
In the
event of withdrawal, the Sponsor is entitled to a redemption of the
shares it acquired through its initial capital contribution to any
of the series of the Trust at their NAV per share. If the Sponsor
withdraws and a successor Sponsor is named, the withdrawing Sponsor
shall pay all expenses as a result of its withdrawal.
Meetings
Meetings
of the Shareholders of the Trust’s Series may be called by
the Sponsor and will be called by it upon the written request of
Shareholders holding at least 25% of the Shares of the Trust or a
Fund, as applicable (not including Shares acquired by the Sponsor
through its initial capital contribution), to vote on any matter
with respect to which Shareholders have a right to vote under the
Trust Agreement. The Sponsor shall deposit in the United States
mail or electronically transmit written notice to all Shareholders
of a Fund of the meeting and the purpose of the meeting, which
shall be held on a date not less than 30 nor more than 60 days
after the date of mailing of such notice, at a reasonable time and
place. When the meeting is being requested by Shareholders, the
notice of the meeting shall be mailed or transmitted within 45 days
after receipt of the written request from Shareholders. Any notice
of meeting shall be accompanied by a description of the action to
be taken at the meeting. Shareholders may vote in person or by
proxy at any such meeting. Any action required or permitted to be
taken by Shareholders by vote may be taken without a meeting by
written consent setting forth the actions so taken. Such written
consents shall be treated for all purposes as votes at a meeting.
If the vote or consent of any Shareholder to any action of the
Trust, a Fund, the Funds or any Shareholder, as contemplated by the
Trust Agreement, is solicited by the Sponsor, the solicitation
shall be effected by notice to each Shareholder given in the manner
provided in accordance with the Trust Agreement.
Voting Rights
Shareholders
have very limited voting rights. Specifically, the Trust Agreement
provides that shareholders of the Funds holding shares representing
at least a majority (over 50%) of the outstanding shares of the
Funds voting together as a single class (excluding shares acquired
by the Sponsor in connection with its initial capital contribution
to any Trust series) may vote to (i) continue the Trust by electing
a successor Sponsor as described above, and (ii) approve amendments
to the Trust Agreement that impair the right to surrender
Redemption Baskets for redemption. (Trustee consent to any
amendment to the Trust Agreement is required if the Trustee
reasonably believes that such amendment adversely affects any of
its rights, duties or liabilities.) In addition, shareholders of
the Funds holding shares representing seventy-five percent (75%) of
the outstanding shares of the Funds, voting together as a single
class (excluding shares acquired by the Sponsor in connection with
its initial capital contribution to any Trust series) may vote to
dissolve the Trust upon not less than ninety (90) days’
notice to the Sponsor. Shareholders have no voting rights with
respect to the Trust or a Fund except as expressly provided in the
Trust Agreement. For TAGS, fund Shareholders have no voting rights
with respect to shares of the Underlying Funds held by that
Fund.
Limited Liability of Shareholders
Shareholders
shall be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit
organized under the general corporation law of Delaware, and no
Shareholder shall be liable for claims against, or debts of the
Trust or the Fund in excess of his share of a Fund’s assets.
The Trust or a Fund shall not make a claim against a Shareholder
with respect to amounts distributed to such Shareholder or amounts
received by such Shareholder upon redemption unless, under Delaware
law, such Shareholder is liable to repay such amount.
The
Trust or a Fund shall indemnify to the full extent permitted by law
and the Trust Agreement each Shareholder (excluding the Sponsor to
the extent of its ownership of any Shares acquired through its
initial capital contribution) against any claims of liability
asserted against such Shareholder solely because of its ownership
of Shares (other than for taxes on income from Shares for which
such Shareholder is liable).
Every
written note, bond, contract, instrument, certificate or
undertaking made or issued by the Sponsor on behalf of the Trust or
a Fund shall give notice to the effect that the same was executed
or made by or on behalf of the Trust or a Fund and that the
obligations of such instrument are not binding upon the
Shareholders individually but are binding only upon the assets and
property of a Fund and no recourse may be had with respect to the
personal property of a Shareholder for satisfaction of any
obligation or claim.
The Sponsor Has Conflicts of Interest
There
are present and potential future conflicts of interest in the
Trust’s structure and operation you should consider before
you purchase Shares. The Sponsor may use this notice of conflicts
as a defense against any claim or other proceeding
made.
The
Sponsor’s principals, officers and employees, do not devote
their time exclusively to the Funds. Under the organizational
documents of the Sponsor, Mr. Sal Gilbertie in his respective
capacities as President, Chief Investment Officer of the Sponsor
and Chief Executive Officer and Secretary of the Sponsor, is
obligated to use commercially reasonable efforts to manage the
Sponsor, devote such amount of time to the Sponsor as would be
consistent with his role in similarly placed commodity pool
operators, and remain active in managing the Sponsor until he is no
longer managing members of the Sponsor or the Sponsor dissolves. In
addition, the Sponsor expects that operating the Teucrium Funds
will generally constitute the principal and full-time business
activity of its principals, officers and employees. Notwithstanding
these obligations and expectations, the Sponsor’s principals
may be directors, officers or employees of other entities, and may
manage assets of other entities, including the other Teucrium
Funds, through the Sponsor or otherwise. In particular, the
principals could have a conflict between his responsibilities to
the Fund on the one hand and to those other entities on the other.
The Sponsor believes that it currently has sufficient personnel,
time, and working capital to discharge its responsibilities to the
Fund in a fair manner and that these persons’ conflicts
should not impair his ability to provide services to the Fund.
However, it is not possible to quantify the proportion of his time
that the Sponsor’s personnel will devote to the Fund and its
management.
The
Sponsor and its principals, officers and employees may trade
futures and related contracts for their own accounts. Shareholders
will not be permitted to inspect the trading records of such
persons or any written policies of the Sponsor related to such
trading. A conflict of interest may exist if their trades are in
the same markets and at approximately the same times as the trades
for the Fund. A potential conflict also may occur when the
Sponsor’s principals trade their accounts more aggressively
or take positions in their accounts which are opposite, or ahead
of, the positions taken by the Fund.
The
Sponsor has sole current authority to manage the investments and
operations of the Funds, and this may allow it to act in a way that
furthers its own interests rather than your best interests,
including the authority of the Sponsor to allocate expenses to and
between the Funds. Shareholders have very limited voting rights,
which will limit their ability to influence matters such as
amendment of the Trust Agreement, change in the Fund’s basic
investment policies, or dissolution of a Fund or the
Trust.
The
Sponsor serves as the Sponsor to the Teucrium Funds and may in the
future serve as the Sponsor or investment adviser to commodity
pools other than the Teucrium Funds. The Sponsor may have a
conflict to the extent that its trading decisions for the Fund may
be influenced by the effect they would have on the other pools it
manages. In addition, the Sponsor may be required to indemnify the
officers and directors of the other pools, if the need for
indemnification arises. This potential indemnification will cause
the Sponsor’s assets to decrease. If the Sponsor’s
other sources of income are not sufficient to compensate for the
indemnification, it could cease operations, which could in turn
result in Fund losses and/or termination of the Fund.
If the
Sponsor acquires knowledge of a potential transaction or
arrangement that may be an opportunity for a Fund, it shall have no
duty to offer such opportunity to the Fund. The Sponsor will not be
liable to the Fund or the Shareholders for breach of any fiduciary
or other duty if Sponsor pursues such opportunity or directs it to
another person or does not communicate such opportunity to the
Fund. Neither the Fund nor any Shareholder has any rights or
obligations by virtue of the Trust Agreement, the trust
relationship created thereby, or this prospectus in such business
ventures or the income or profits derived from such business
ventures. The pursuit of such business ventures, even if
competitive with the activities of a Fund, will not be deemed
wrongful or improper.
Resolution of Conflicts Procedures
The
Trust Agreement provides that whenever a conflict of interest
exists between the Sponsor or any of its Affiliates, on the one
hand, and the Trust, any shareholder of a Trust series, or any
other person, on the other hand, the Sponsor shall resolve such
conflict of interest, take such action or provide such terms,
considering in each case the relative interest of each party
(including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to
such interests, any customary or accepted industry practices, and
any applicable generally accepted accounting practices or
principles. In the absence of bad faith by the Sponsor, the
resolution, action or terms so made, taken or provided by the
Sponsor shall not constitute a breach of the Trust Agreement or any
other agreement contemplated therein or of any duty or obligation
of the Sponsor at law or in equity or otherwise.
The
Sponsor or any affiliate thereof may engage in or possess an
interest in other profit seeking or business ventures of any nature
or description, independently or with others, whether or not such
ventures are competitive with the Trust and the doctrine of
corporate opportunity, or any analogous doctrine, shall not apply
to the Sponsor. If the Sponsor acquires knowledge of a potential
transaction, agreement, arrangement or other matter that may be an
opportunity for the Trust, it shall have no duty to communicate or
offer such opportunity to the Trust, and the Sponsor shall not be
liable to the Trust or to the Shareholders for breach of any
fiduciary or other duty by reason of the fact that the Sponsor
pursues or acquires for, or directors such opportunity to, another
person or does not communicate such opportunity or information to
the Trust. Neither the Trust nor any Shareholder shall have any
rights or obligations by virtue of the Trust Agreement or the trust
relationship created thereby in or to such independent ventures or
the income or profits or losses derived therefrom, and the pursuit
of such ventures, even if competitive with the activities of the
Trust, shall not be deemed wrongful or improper. Except to the
extent expressly provided in the Trust Agreement, the Sponsor may
engage or be interested in any financial or other transaction with
the Trust, the Shareholders or any affiliate of the Trust or the
Shareholders.
Regulatory Considerations
The
regulation of futures markets, futures contracts, and futures
exchanges has historically been comprehensive. The CFTC and the
exchanges are authorized to take extraordinary actions in the event
of a market emergency including, for example, the retroactive
implementation of speculative position limits, increased margin
requirements, the establishment of daily price limits and the
suspension of trading on an exchange or trading
facility.
In
addition, considerable regulatory attention has been focused on
non-traditional publicly distributed investment pools such as the
Funds. Furthermore, various national governments have expressed
concern regarding the disruptive effects of speculative trading in
certain commodity markets and the need to regulate the derivatives
markets in general. The effect of any future regulatory change on
the Funds is impossible to predict but could be substantial and
adverse.
Pursuant
to authority in the CEA, the NFA has been formed and registered
with the CFTC as a registered futures association. At the present
time, the NFA is the only self-regulatory organization for
commodity interest professionals, other than futures exchanges. The
CFTC has delegated to the NFA responsibility for the registration
of CPOs and FCMs and their respective associated persons. The
Sponsor and the Fund’s clearing broker are members of the
NFA. As such, they will be subject to NFA standards relating to
fair trade practices, financial condition and consumer protection.
The NFA also arbitrates disputes between members and their
customers and conducts registration and fitness screening of
applicants for membership 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
non-traditional investment pools that are publicly distributed in
the United States. There is a possibility of future regulatory
changes within the United States altering, perhaps to a material
extent, the nature of an investment in the Funds, or the ability of
a Fund to continue to implement its investment
strategy.
The
CFTC possesses exclusive jurisdiction to regulate the activities of
commodity pool operators and commodity trading advisors with
respect to “commodity interests,” such as futures and
swaps and options, and has adopted regulations with respect to the
activities of those persons and/or entities. Under the Commodity
Exchange Act (“CEA”), a registered commodity pool
operator, such as the Sponsor, is required to make annual filings
with the CFTC and the NFA describing its organization, capital
structure, management and controlling persons. In addition, the CEA
authorizes the CFTC to require and review books and records of, and
documents prepared by, registered commodity pool operators.
Pursuant to this authority, the CFTC requires commodity pool
operators to keep accurate, current and orderly records for each
pool that they operate. The CFTC may suspend the registration of a
commodity pool operator (1) if the CFTC finds that the
operator’s trading practices tend to disrupt orderly market
conditions, (2) if any controlling person of the operator is
subject to an order of the CFTC denying such person trading
privileges on any exchange, and (3) in certain other circumstances.
Suspension, restriction or termination of the Sponsor’s
registration as a commodity pool operator would prevent it, until
that registration were to be reinstated, from managing the Funds,
and might result in the termination of a Fund if a successor
sponsor is not elected pursuant to the Trust Agreement. Neither the
Trust nor the Funds are required to be registered with the CFTC in
any capacity.
The
Funds’ investors are afforded prescribed rights for
reparations under the CEA. Investors may also be able to maintain a
private right of action for violations of the CEA. The CFTC has
adopted rules implementing the reparation provisions of the CEA,
which provide that any person may file a complaint for a
reparations award with the CFTC for violation of the CEA against a
floor broker or an FCM, introducing broker, commodity trading
advisor, CPO, and their respective associated persons.
The
regulations of the CFTC and the NFA prohibit any representation by
a person registered with the CFTC or by any member of the NFA, that
registration with the CFTC, or membership in the NFA, in any
respect indicates that the CFTC or the NFA has approved or endorsed
that person or that person’s trading program or objectives.
The registrations and memberships of the parties described in this
summary must not be considered as constituting any such approval or
endorsement. Likewise, no futures exchange has given or will give
any similar approval or endorsement.
Trading
venues in the United States are subject to varying degrees of
regulation under the CEA depending on whether such exchange is a
designated contract market (i.e. a futures exchange) or a swap
execution facility. Clearing organizations are also subject to the
CEA and the rules and regulations adopted thereunder as
administered by the CFTC. The CFTC’s function is to implement
the CEA’s objectives of preventing price manipulation and
excessive speculation and promoting orderly and efficient commodity
interest markets. In addition, the various exchanges and clearing
organizations themselves as self-regulatory organizations exercise
regulatory and supervisory authority over their member
firms.
The
Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“Dodd-Frank Act”) was enacted in response to the
economic crisis of 2008 and 2009 and it significantly altered the
regulatory regime to which the securities and commodities markets
are subject. To date, the CFTC has issued proposed or final
versions of almost all of the rules it is required to promulgate
under the Dodd-Frank Act, and it continues to issue proposed
versions of additional rules that it has authority to promulgate.
Provisions of the new law include the requirement that position
limits be established on a wide range of commodity interests,
including agricultural, energy, and metal-based commodity futures
contracts, options on such futures contracts and uncleared swaps
that are economically equivalent to such futures contracts and
options (“Reference Contracts”); new registration and
recordkeeping requirements for swap market participants; capital
and margin requirements for “swap dealers” and
“major swap participants,” as determined by the new law
and applicable regulations; reporting of all swap transactions to
swap data repositories; and the mandatory use of clearinghouse
mechanisms for sufficiently standardized swap transactions that
were historically entered into in the over the counter market, but
are now designated as subject to the clearing requirement; and
margin requirements for over the counter swaps that are not subject
to the clearing requirements.
The
Dodd-Frank Act was intended to reduce systemic risks that may have
contributed to the 2008/2009 financial crisis. Since the first
draft of what became the Dodd-Frank Act, supporters and opponents
have debated the scope of the legislation. As the administrations
of the U.S. change, the interpretation and implementation will
change along with them. Nevertheless, regulatory reform of any kind
may have a significant impact on U.S. regulated
entities.
Management
believes that as of December 31, 2019, it had fulfilled in a timely
manner all Dodd-Frank Act or other regulatory requirements to which
it is subject.
Position Limits, Aggregation Limits, Price Fluctuation
Limits
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
|
Accountability
levels differ from position limits in that they do not represent a
fixed ceiling, but rather a threshold above which a futures
exchange may exercise greater scrutiny and control over an
investor’s positions. If a Fund were to exceed an applicable
accountability level for investments in futures contracts, the
exchange will monitor the Fund’s exposure and may ask for
further information on its activities, including the total size of
all positions, investment and trading strategy, and the extent of
liquidity resources of the Fund. If deemed necessary by the
exchange, the Fund could be ordered to reduce its aggregate net
position back to the accountability level.
In
addition to position limits and accountability levels, the
exchanges set daily price fluctuation limits on futures contracts.
The daily price fluctuation limit establishes the maximum amount
that the price of futures contracts may vary either up or down from
the previous day’s settlement price. Once the daily price
fluctuation limit has been reached in a particular futures
contract, no trades may be made at a price beyond that
limit.
As of
May 1, 2014, the CME replaced the fixed price fluctuation limits
with variable price limits for corn, soybeans and wheat. The
change, which is now effective and is described in the CME Group
Special Executive Report S-7038 and can be accessed at http://www.cmegroup.com/tools-information/lookups/advisories/ser/SER-7038.html.
Margin for OTC Uncleared Swaps
During
2015 and 2016, the CFTC and the US bank prudential regulators
completed their rulemakings under the Dodd-Frank Act on margin for
uncleared over the counter swaps (and option agreements that
qualify as swaps). Margin requirements went into effect for the
largest swap entities in September 2016 and went into effect for
small financial entities in March 2017. Under these regulations,
swap dealers (such as sell-side counterparties to swaps), major
swap participants, and financial end users (such as buy-side
counterparties to swaps who are not physical traders) are required
in most instances, to post and collect initial and variation
margin, depending on the regulatory classification of their
counterparty. European and Asian regulators are also implementing
similar regulations, which were scheduled to become effective on
the same dates as the US-promulgated rules. As a result of these
requirements, additional capital will be required to be committed
to the margin accounts to support transactions involving uncleared
over the counter swaps and, consequently, these transactions may
become more expensive. While the Funds currently do not generally
engage in uncleared over the counter swaps, to the extent they do
so in the future, the additional margin required to be posted could
adversely impact the profitability (if any) to the Funds from
entering into these transactions.
Books and Records
The
Trust keeps its books of record and account at its office located
at Three Main Street, Suite 215, Burlington Vermont 05401, or at
the offices of U.S. Bancorp Fund Services, LLC, doing business as
U.S. Bank Global Fund Services ("Global Fund Services"), the
Administrator, located at 615 East Michigan Street, Milwaukee,
Wisconsin 53202, or such office, including of an administrative
agent, as it may subsequently designate upon notice. The books of
account of the Fund are open to inspection by any Shareholder (or
any duly constituted designee of a Shareholder) at all times during
the usual business hours of the Fund upon reasonable advance notice
to the extent such access is required under CFTC rules and
regulations. In addition, the Trust keeps a copy of the Trust
Agreement on file in its office which will be available for
inspection by any Shareholder at all times during its usual
business hours upon reasonable advance notice.
SEC Reports
The
Sponsor makes available, free of charge, on the website for each
Fund, the annual reports on Form 10-K for the Trust, the quarterly
reports on Form 10-Q for the Trust, current reports on Form 8-K and
amendments to these reports as soon as reasonably practicable after
these documents are filed with, or furnished to, the SEC. The
documents that the Trust has filed with, or furnished to, the SEC
may be found on the Fund’s website under the heading
“Fund Information-Filings.” The website for the Sponsor
and the Funds is www.teucrium.com. These reports are also available
from the SEC through that agency’s website at: www.sec.gov
and will be provided free of charge in paper or electronically on
request.
CFTC Reports
The
Sponsor makes available, free of charge, on the website for each
Fund, the monthly statements of account required to be filed
pursuant to Rule 4.22(h) under the Commodity Exchange
Act.
Intellectual Property
On
December 17, 2013 the Sponsor was issued a patent on certain
business methods and procedures used with respect to the
Funds.
Item 1A. Risk Factors
The risk factors should be read in conjunction with the other
information included in this annual report on Form 10-K, including
Management’s Discussion and Analysis of Financial Condition
and the Results of Operations, as well as the financial statements
and the related footnotes for the Trust and the Funds.
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.
Additional
information regarding many of the risk areas outlined below can be
found in the section of this Form on 10-K entitled: Part I, Item 1.
Business, which precedes this section. A discussion of the global
information for each specific underlying commodity can be found in
Part I, in the section titled “Market
Outlook.”
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 reinvest 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.
A Fund
may terminate at any time, regardless of whether the Fund has
incurred losses, subject to the terms of the Trust Agreement. For
example, the dissolution or resignation of the Sponsor would cause
the Trust to terminate unless shareholders holding a majority of
the outstanding shares of the Trust elect within 90 days of the
event to continue the Trust and appoint a successor Sponsor. In
addition, the Sponsor may terminate a Fund if it determines that
the Fund’s aggregate net assets in relation to its operating
expenses make the continued operation of the Fund unreasonable or
imprudent. However, no level of losses will require the Sponsor to
terminate a Fund. The Fund’s termination would result in the
liquidation of its investments and the distribution of its
remaining assets to the Shareholders on a pro rata basis in
accordance with their Shares, and the Fund could incur losses in
liquidating its investments in connection with a termination.
Termination could also negatively affect the overall maturity and
timing of your investment portfolio. Any expenses related to the
operation of a Fund would need to be paid by the Fund at the time
of termination.
To the
extent that investors use a Fund as a means of investing indirectly
in a specific Commodity Interest, there is the risk that the
changes in the price of the Fund’s Shares on the NYSE Arca
will not closely track with the changes in spot price of that
Commodity Interest. This could happen if the price of Shares traded
on the NYSE Arca does not correlate with the Fund’s NAV, if
the changes in the Fund’s NAV do not correlate with changes
in the Benchmark, or if the changes in the Benchmark do not
correlate with changes in the cash or spot price of the specific
Commodity Interest. This is a risk because if these correlations
are not sufficiently close, then investors may not be able to use
the Fund as a cost effective way to invest indirectly in the
specific Commodity Interest, or the underlying specific Commodity
Interest in the case of TAGS, or as a hedge against the risk of
loss in commodity related transactions.
Only an
Authorized Purchaser may engage in creation or redemption
transactions directly with the Funds. The Funds have a limited
number of institutions that act as Authorized Purchasers. To the
extent that these institutions exit the business or are unable to
proceed with creation and/or redemption orders with respect to the
Funds and no other Authorized Purchaser is able to step forward to
create or redeem Creation Units, Fund shares may trade at a
discount to NAV and possibly face trading halts and/or delisting.
In addition, a decision by a market maker or lead market maker to
step away from activities for a Fund, particularly in times of
market stress, could adversely affect liquidity, the spread between
the bid and ask quotes for the Fund’s Shares, and potentially
the price of the Shares. The Sponsor can make no guarantees that
participation by Authorized Purchasers or market makers will
continue.
An
investment in a Fund faces numerous risks from its shares being
traded in the secondary market, any of which may lead to the
Fund’s shares trading at a premium or discount to NAV.
Although Fund shares are listed for trading on the NYSE Arca, there
can be no assurance that an active trading market for such shares
will develop or be maintained. Trading in Fund shares may be halted
due to market conditions or for reasons that, in the view of the
NYSE Arca, make trading in shares inadvisable. There can be no
assurance that the requirements of the NYSE Arca necessary to
maintain the listing of any Fund will continue to be met or will
remain unchanged or that the shares will trade with any volume, or
at all. The NAV of each Fund’s shares will generally
fluctuate with changes in the market value of the Fund’s
portfolio holdings. The market prices of shares will generally
fluctuate in accordance with changes in the Fund’s NAV and
supply and demand of shares on the NYSE Arca. It cannot be
predicted whether a Fund's 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 required
SEC filings reporting ownership of such shares. In addition, if
interest rates realized on cash balances were to continue to
decline, there is a risk that the net investment ratio of the Funds
may increase from the current level.
Neither
the Trust, nor any of the Funds, is 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 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.
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 effectively continue 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, cyber-attack, outbreak or
public health emergency as declared by the World Health
Organization, continuation or expansion of war or other
hostilities. Global terrorist attacks, anti-terrorism initiatives,
and political unrest continue to fuel this concern. In addition, a
prolonged U.S. government shutdown could weaken the U.S. economy,
interfere with the commodities markets that rely upon data
published by U.S. federal government agencies, and prevent the
Funds from receiving necessary regulatory review or approvals.
Recently, commodity markets have experienced volatility, which may
continue and may increase as a result of the perceived impact of
novel coronavirus (2019-nCov) and its impact on the global economy
and markets.
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. Such failures or breaches may include intentional
cyber-attacks that may result in an unauthorized party gaining
access to electronic systems in order to misappropriate a Fund's
assets or sensitive information. 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
NAV of the Fund is calculated will be priced at a daily price limit
restriction; or (5) if, in the sole discretion of the Sponsor, the
execution of such an order would not be in the best interest of a
Fund or its Shareholders. In addition, the Trust will reject a
redemption order if the order is not in proper form as described in
the agreement with the Authorized Purchaser or if the fulfillment
of the order, in the opinion of its counsel, might be unlawful. Any
such postponement, suspension or rejection could adversely affect a
redeeming Shareholder. For example, the resulting delay may
adversely affect the value of the Shareholder’s redemption
proceeds if the NAV of a Fund declines during the period of delay.
The Trust Agreement provides that the Sponsor and its designees
will not be liable for any loss or damage that may result from any
such suspension or postponement. A minimum number of baskets and
associated Shares are specified for each Fund in its prospectus and
in Part I, Item 1 of this document. Once that minimum number of
Shares outstanding is reached, there can be no further redemptions
until there has been a Creation Basket.
The
Intraday Indicative Value (“IIV”) and the Benchmark for
each Fund are calculated and disseminated by ICE Data Indices, LLC
under an agreement with the Sponsor. Additionally, information may
be calculated and disseminated under similar agreements between the
Sponsor and other third party entities. Although reasonable efforts
are taken to ensure the accuracy of the information disseminated
under this agreement, there may, from time to time, be
recalculations of previously released information.
Third
parties may assert that the Sponsor has infringed or otherwise
violated their intellectual property rights. Third parties may
independently develop business methods, trademarks or proprietary
software and other technology similar to that of the Sponsor and
claim that the Sponsor has violated their intellectual property
rights, including their copyrights, trademark rights, trade names,
trade secrets and patent rights. As a result, the Sponsor may have
to litigate in the future to determine the validity and scope of
other parties’ proprietary rights or defend itself against
claims that it has infringed or otherwise violated other
parties’ rights. Any litigation of this type, even if the
Sponsor is successful and regardless of the merits, may result in
significant costs, may divert resources from the Fund, or may
require the Sponsor to change its proprietary software and other
technology or enter into royalty or licensing agreements. The
Sponsor has a patent on certain business methods and procedures
used with respect to the Funds. The Sponsor utilizes certain
proprietary software. Any unauthorized use of such proprietary
software, business methods and/or procedures could adversely affect
the competitive advantage of the Sponsor or the Funds and/or cause
the Sponsor to take legal action to protect its
rights.
In
managing and directing the day to day activities and affairs of the
Funds, the Sponsor relies almost entirely on a small number of
individuals, including Mr. Sal Gilbertie, Mr. Steve Kahler and Ms.
Cory Mullen-Rusin. If Mr. Gilbertie, Mr. Kahler or Ms. Mullen-Rusin
were to leave or be unable to carry out their present
responsibilities, it may have an adverse effect on the management
of the Funds. To the extent that the Sponsor establishes additional
commodity pools, even greater demands will be placed on these
individuals.
The
Sponsor was formed for the purpose of managing the Trust, including
all the Funds, and any other series of the Trust that may be formed
in the future, and has been provided with capital primarily by its
principals and a small number of outside investors. If the Sponsor
operates at a loss for an extended period, its capital will be
depleted, and it may be unable to obtain additional financing
necessary to continue its operations. If the Sponsor were unable to
continue to provide services to these Funds, the Funds would be
terminated if a replacement Sponsor could not be
found.
You
cannot be assured that the Sponsor will be willing or able to
continue to service each Fund for any length of time. The Sponsor
was formed for the purpose of sponsoring the Funds and other
commodity pools and has limited financial resources and no
significant source of income apart from its management fees from
such commodity pools to support its continued service for each
Fund. If the Sponsor discontinues its activities on behalf of a
Fund, the Fund may be adversely affected. If the Sponsor’s
registrations with the CFTC or memberships in the NFA were revoked
or suspended, the Sponsor would no longer be able to provide
services to the Funds.
The
Funds earn interest on cash balances available for investment. If
actual interest rates were to continue to fall, the net investment
loss of the Funds could be adversely impacted if the Sponsor were
not able to waive expenses sufficient to cover any
deficit.
When
constructing a diversified portfolio, investors often look for
asset classes and individual securities that will enhance the risk
adjusted returns of their portfolios. During the security selection
process investors typically consider the security’s risk
profile as well as its correlation to other portfolio holdings.
Commodities are often included in a diversified portfolio due to
their low correlation to traditional asset classes such as stocks
and bonds. However, it must be noted that portfolio diversification
does not eliminate the risk of loss associated with investing.
Historical returns and correlations are not guaranteed in the
future. It’s important to note that past performance is not
indicative of future results and that investments cannot be made
directly into indexes which are often used to display correlation
results.
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
If a
Fund is required to sell short-term 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 short-term
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 short-term Treasury Securities and
cash equivalents should minimize the interest rate risk to which
the Fund is subject, it is possible that the short-term Treasury
Securities and cash equivalents held by the Fund will decline in
value.
The
Sponsor’s trading system is quantitative in nature, and it is
possible that the Sponsor may make errors. In addition, it is
possible that a computer or software program may malfunction and
cause an error in computation.
Increases
in assets under management may affect trading decisions. While all
of the Funds’ assets are currently at manageable levels, the
Sponsor does not intend to limit the amount of any Fund’s
assets. The more assets the Sponsor manages, the more difficult it
may be for it to trade profitably because of the difficulty of
trading larger positions without adversely affecting prices and
performance and of managing risk associated with larger
positions.
Each
Fund seeks to have the changes in its Shares’ NAV in
percentage terms track changes in the Benchmark in percentage
terms, rather than profit from speculative trading of the specific
Commodity Interests, or the commodity interests of the Underlying
Funds in the case of TAGS.
The
Sponsor therefore endeavors to manage each Fund so that the
Fund’s assets are, unlike those of many other commodity
pools, not leveraged (i.e., so that the aggregate amount of the
Fund’s exposure to losses from its investments in specific
Commodity Interests at any time will not exceed the value of the
Fund’s assets). There is no assurance that the Sponsor will
successfully implement this investment strategy. If the Sponsor
permits a Fund to become leveraged, you could lose all or
substantially all of your investment if the Fund’s trading
positions suddenly turns unprofitable. These movements in price may
be the result of factors outside of the Sponsor’s control and
may not be anticipated by the Sponsor.
The
Sponsor cannot predict to what extent the performance of the
commodity interest will or will not correlate to the performance of
other broader asset classes such as stocks and bonds. If the
performance of a specific Fund were to move more directly with the
financial markets, an investment in the Fund may provide you little
or no diversification benefits. Thus, in a declining market, the
Fund may have no gains to offset your losses from other
investments, and you may suffer losses on your investment in the
Fund at the same time you may incur losses with respect to other
asset classes. Variables such as drought, floods, weather,
embargoes, tariffs and other political events may have a larger
impact on commodity and Commodity Interests prices than on
traditional securities and broader financial markets. These
additional variables may create additional investment risks that
subject a Fund’s investments to greater volatility than
investments in traditional securities. Lower correlation should not
be confused with negative correlation, where the performance of two
asset classes would be opposite of each other. There is no historic
evidence that the spot price of a specific commodity, corn, for
example, and prices of other financial assets, such as stocks and
bonds, are negatively correlated. In the absence of negative
correlation, a Fund cannot be expected to be automatically
profitable during unfavorable periods for the stock market, or vice
versa.
Under
the Trust Agreement, the Trustee and the Sponsor are not liable,
and have the right to be indemnified, for any liability or expense
incurred absent gross negligence or willful misconduct on the part
of the Trustee or Sponsor, as the case may be. That means the
Sponsor may require the assets of a Fund to be sold in order to
cover losses or liability suffered by the Sponsor or by the
Trustee. Any sale of that kind would reduce the NAV of the Fund and
the value of its Shares.
The
Shares of a Fund are limited liability investments; Shareholders
may not lose more than the amount that they invest plus any profits
recognized on their investment. However, Shareholders could be
required, as a matter of bankruptcy law, to return to the estate of
the Fund any distribution they received at a time when the Fund was
in fact insolvent or that was made 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.
In
addition to certain fees paid to each Fund's service providers,
each Fund pays the Sponsor a fee of 1.00% of assets under
management per annum, regardless of Fund Performance. Over time, a
Fund's assets could be depleted if investment performance does not
exceed such fees.
Investors,
including those who directly participate in the specific commodity
market, may choose to use a Fund as a vehicle to hedge against the
risk of loss, and there are risks involved in hedging activities.
While hedging can provide protection against an adverse movement in
market prices, it can also preclude a hedger’s opportunity to
benefit from a favorable market movement.
While
it is not the current intention of the Funds to take physical
delivery of any Commodity under its Commodity Interests, Commodity
Futures Contracts are traditionally physically deliverable
contracts, and, unless a position was traded out of, it is possible
to take or make delivery under these and some Other Commodity
Interests. Storage costs associated with purchasing the specific
commodity could result in costs and other liabilities that could
impact the value of the Commodity Futures Contracts or certain
Other Commodity Interests. Storage costs include the time value of
money invested in the physical commodity plus the actual costs of
storing the commodity less any benefits from ownership that are not
obtained by the holder of a futures contract. In general, Commodity
Futures Contracts have a one month delay for contract delivery and
the pricing of back month contracts (the back month is any future
delivery month other than the spot month) include 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
Funds are not actively managed and are designed to track a
benchmark, regardless of whether the price of the Benchmark
Component Futures Contracts is flat, declining, or
rising.
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.
Position
limits and daily price fluctuation limits set by the CFTC and the
exchanges have the potential to cause tracking error, which could
cause the price of Shares of the Fund to substantially vary from
the Benchmark and prevent you from being able to effectively use
the Fund as a way to hedge against underlying commodity related
losses or as a way to indirectly invest in the underlying
commodity.
The Trust Structure and the Trust Agreement Provide Limited
Shareholder Rights
You
will have no rights to participate in the management of any of the
Funds and will have to rely on the duties and judgment of the
Sponsor to manage the Funds.
As
interests in separate series of a Delaware statutory trust, the
Shares do not involve the rights normally associated with the
ownership of shares of a corporation (including, for example, the
right to bring shareholder oppression and derivative actions). In
addition, the Shares have limited voting and distribution rights
(for example, Shareholders do not have the right to elect
directors, as the Trust does not have a board of directors, and
generally will not receive regular distributions of the net income
and capital gains earned by the Fund). The Funds are also not
subject to certain investor protection provisions of the Sarbanes
Oxley Act of 2002 and the NYSE Arca governance rules (for example,
audit committee requirements).
Each
Fund is a series of a Delaware statutory trust and not itself a
legal entity separate from the other Funds. The Delaware Statutory
Trust Act provides that if certain provisions are included in the
formation and governing documents of a statutory trust organized in
series and if separate and distinct records are maintained for any
series and the assets associated with that series are held in
separate and distinct records and are accounted for in such
separate and distinct records separately from the other assets of
the statutory trust, or any series thereof, then the debts,
liabilities, obligations and expenses incurred by a particular
series are enforceable against the assets of such series only, and
not against the assets of the statutory trust generally or any
other series thereof. Conversely, none of the debts, liabilities,
obligations and expenses incurred with respect to any other series
thereof is enforceable against the assets of such series. The
Sponsor is not aware of any court case that has interpreted this
inter-series limitation on liability or provided any guidance as to
what is required for compliance. The Sponsor intends to maintain
separate and distinct records for each Fund and account for each
Fund separately from any other Trust series, but it is possible a
court could conclude that the methods used do not satisfy the
Delaware Statutory Trust Act, which would potentially expose assets
in any Fund to the liabilities of one or more of the Funds and/or
any other Trust series created in the future.
Neither
the Sponsor nor the Trustee is obligated to, although each may, in
its respective discretion, prosecute any action, suit or other
proceeding in respect of any Fund property. The Trust Agreement
does not confer upon Shareholders the right to prosecute any such
action, suit or other proceeding.
Rapidly Changing Regulation May Adversely Affect the Ability of the
Funds to Meet Their Investment Objectives
The
regulation of futures markets, futures contracts, and futures
exchanges has historically been comprehensive. The CFTC and the
exchanges are authorized to take extraordinary actions in the event
of a market emergency including, for example, the retroactive
implementation of speculative position limits, increased margin
requirements, the establishment of daily price limits and the
suspension of trading 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.
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, which may result in losses.
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:
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 short term Treasury
Securities, cash and/or cash equivalents that it holds to meet its
liquidity needs. The anticipated large value of the positions in a
specific Commodity Interest that the Sponsor will acquire or enter
into for a Fund increases the risk of illiquidity. Because
Commodity Interests may be illiquid, a Fund’s holdings may be
more difficult to liquidate at favorable prices in periods of
illiquid markets and losses may be incurred during the period in
which positions are being liquidated.
A Fund
may invest in Other Commodity Interests. To the extent that these
Other Commodity Interests are contracts individually negotiated
between their parties, they may not be as liquid as Commodity
Futures Contracts and will expose the Fund to credit risk that its
counterparty may not be able to satisfy its obligations to the
Fund.
The
changing nature of the participants in the commodity specific
market will influence whether futures prices are above or below the
expected future spot price. Producers of the specific commodity
will typically seek to hedge against falling commodity prices by
selling Commodity Futures Contracts. Therefore, if commodity
producers become the predominant hedgers in the futures market,
prices of Commodity Futures Contracts will typically be below
expected future spot prices. Conversely, if the predominant hedgers
in the futures market are the purchasers of the commodity, who
purchase Commodity Futures Contracts to hedge against a rise in
prices, prices of the Commodity Futures Contracts will likely be
higher than expected future spot prices. This can have significant
implications for a Fund when it is time to sell a Commodity Futures
Contract that is no longer a Benchmark Component Futures Contract
and purchase a new Commodity Futures Contract or to sell a
Commodity Futures Contract to meet redemption requests. A Fund may
invest in Other Commodity Interests. To the extent that these Other
Commodity Interests are contracts individually negotiated between
their parties, they may not be as liquid as Commodity Futures
Contracts and will expose the Fund to credit risk that its
counterparty may not be able to satisfy its obligations to the
Fund.
A
Fund’s NAV includes, in part, any unrealized profits or
losses on open swap agreements, futures or forward contracts. Under
normal circumstances, the NAV reflects the quoted exchange
settlement price of open futures contracts on the date when the NAV
is being calculated. In instances when the quoted settlement price
of a futures contract traded on an exchange may not be reflective
of fair value based on market condition, generally due to the
operation of daily limits or other rules of the exchange or
otherwise, the NAV may not reflect the fair value of open future
contracts on such date. For purposes of financial statements and
reports, the Sponsor will recalculate the NAV where necessary to
reflect the “fair value” of a Futures Contract when the
Futures Contract closes at its price fluctuation limit for the
day.
In the
event that one or more Authorized Purchasers that are actively
involved in purchasing and selling Shares cease to be so involved,
the liquidity of the Shares will likely decrease, which could
adversely affect the market price of the Shares and result in your
incurring a loss on your investment. In addition, a decision by a
market maker or lead market maker to cease activities for the Fund
could adversely affect liquidity, the spread between the bid and
ask quotes, and potentially the price of the Shares. The Sponsor
can make no guarantees that participation by Authorized Purchasers
or market makers will continue.
If a
minimum number of Shares is outstanding for a Fund, market makers
may be less willing to purchase Shares of that Fund in the
secondary market which may limit your ability to sell Shares. There
are a minimum number of baskets and associated Shares specified for
each Fund. Once the minimum number of baskets is reached, there can
be no more redemptions by an Authorized Purchaser of that Fund
until there has been a Creation Basket. In such case, market makers
may be less willing to purchase Shares of that Fund from investors
in the secondary market, which may in turn limit the ability of
Shareholders of that Fund to sell their Shares in the secondary
market.
Trading
in Shares of a Fund may be halted due to market conditions or, in
light of NYSE Arca rules and procedures, for reasons that, in the
view of the NYSE Arca, make trading in Shares inadvisable. In
addition, trading is subject to trading halts caused by
extraordinary market volatility pursuant to “circuit
breaker” rules that require trading to be halted for a
specified period based on a specified market decline. There can be
no assurance that the requirements necessary to maintain the
listing of the Shares will continue to be met or will remain
unchanged. A Fund will be terminated if its Shares are
delisted.
There is Credit Risk Associated with the Operation of the Funds,
Service Providers and Counterparties Which May Cause an Investment
Loss
For all
of the Funds except for TAGS, the majority of each Fund’s
assets are held in cash and short-term cash equivalents with the
Custodian or with one or more alternate financial institutions
unrelated to the Custodian (each, a “Financial
Institution”). Any cash or cash equivalents invested by a
Fund will be placed by the Sponsor in a Financial Institution
deemed by the Sponsor to be of investment quality.
The
Sponsor has the ability to invest available cash in Commercial
Paper with maturities of 90 days or less. Investments will be
deemed by the Sponsor to be of investment quality. There is a risk
that the proceeds from the sale of the Commercial Paper could be
less than the purchase price.
The
insolvency of the Custodian, any Financial Institution in which
funds are deposited, or Commercial Paper Issuer could result in a
complete loss of a Fund’s assets held by the Custodian or the
Financial Institution, which, at any given time, would likely
comprise a substantial portion of a Fund’s total assets.
Assets deposited with the Custodian or a Financial Institution will
generally exceed federally insured limits. For TAGS, the vast
majority of the Fund’s assets are held in Shares of the
Underlying Funds. The failure or insolvency of the Custodian or the
Financial Institution could impact the ability to access in a
timely manner TAGS’ assets held by the
Custodian.
Under
CFTC regulations, a clearing broker with respect to a Fund’s
exchange traded Commodity Interests must maintain customers’
assets in a bulk segregated account. If a clearing broker fails to
do so or is unable to satisfy a substantial deficit in a customer
account, its other customers may be subject to risk of a
substantial loss of their funds in the event of that clearing
broker’s bankruptcy. In that event, the clearing
broker’s customers, such as a Fund, are entitled to recover,
even in respect of property specifically traceable to them, only a
proportional share of all property available for distribution to
all of that clearing broker’s customers. A Fund also may be
subject to the risk of the failure of, or delay in performance by,
any exchanges and markets and their clearing organizations, if any,
on which Commodity Interests are traded. From time to time, the
clearing brokers may be subject to legal or regulatory proceedings
in the ordinary course of their business. A clearing broker’s
involvement in costly or time consuming legal proceedings may
divert financial resources or personnel away from the clearing
broker’s trading operations, which could impair the clearing
broker’s ability to successfully execute and clear a
Fund’s trades. For additional information regarding recent
regulatory developments that may impact the Funds or the Trust,
refer to the section entitled “Regulatory
Considerations” section of this document.
Commodity
pools’ trading positions in futures contracts or other
commodity interests are typically required to be secured by the
deposit of margin funds that represent only a small percentage of a
futures contract’s (or other commodity interest’s)
entire market value. This feature permits commodity pools to
“leverage” their assets by purchasing or selling
futures contracts (or other commodity interests) with an aggregate
notional amount in excess of the commodity pool’s assets.
While this leverage can increase a pool’s profits, relatively
small adverse movements in the price of a pool’s commodity
interests can cause significant losses to the pool. While the
Sponsor does not intend to leverage the Funds’ assets, it is
not prohibited from doing so under the Trust Agreement. If the
Sponsor were to cause or permit a Fund to become leveraged, you
could lose all or substantially all of your investment if the
Fund’s trading positions suddenly turns
unprofitable.
An
“exchange for related position” (“EFRP”)
can be used by the Fund as a technique to facilitate the exchanging
of a futures hedge position against a creation or redemption order,
and thus the Fund may use an EFRP transaction in connection with
the creation and redemption of shares. The market specialist/market
maker that is the ultimate purchaser or seller of shares in
connection with the creation or redemption basket, respectively,
agrees to sell or purchase a corresponding offsetting futures
position which is then settled on the same business day as a
cleared futures transaction by the FCMs. The Fund will become
subject to the credit risk of the market specialist/market maker
until the EFRP is settled or terminated. The Fund reports all
activity related to EFRP transactions under the procedures and
guidelines of the CFTC and the exchanges on which the futures are
traded. EFRPs are subject to specific rules of the CME and CFTC
guidance. It is likely that EFRP mechanisms will be subject to
changes in the future which may make it uneconomical or impossible
from the regulatory perspective to utilize this mechanism by the
Funds.
A
portion of the Fund’s assets may be used to trade over the
counter Commodity Interests, such as forward contracts or swaps.
Over the counter contracts are typically traded on a
principal-to-principal cleared and non-cleared basis through dealer
markets that are dominated by major money center and investment
banks and other institutions and that prior to the passage of the
Dodd-Frank Act had been essentially unregulated by the CFTC,
although this is an area of pending, substantial regulatory change.
The markets for over the counter contracts will continue to rely
upon the integrity of market participants in lieu of the additional
regulation imposed by the CFTC on participants in the futures
markets. 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 were not cleared or guaranteed by a
third party. On November 16, 2012, the Secretary of the Treasury
issued a final determination that exempts both foreign exchange
swaps and foreign exchange forwards from the definition of
“swap” and, by extension, additional regulatory
requirements (such as clearing and margin). The final determination
does not extend to other FX derivatives, such as FX options,
certain currency swaps, and non-deliverable forwards. While the
Dodd-Frank Act and certain regulations adopted thereunder are
intended to provide additional protections to participants in the
over the counter market, the lack of regulation in these markets
could expose the Fund in certain circumstances to significant
losses in the event of trading abuses or financial failure by
participants. While increased regulation of over the counter
Commodity Interests is likely to result from changes that are
required to be effectuated by the Dodd-Frank Act, there is no
guarantee that such increased regulation will be effective to
reduce these risks.
Each
Fund faces the risk of non-performance by the counterparties to the
over the counter contracts. Unlike in futures contracts, the
counterparty to these contracts is generally a single bank or other
financial institution, rather than a clearing organization backed
by a group of financial institutions. As a result, there will be
greater counterparty credit risk in these transactions. A
counterparty may not be able to meet its obligations to a Fund, in
which case the Fund could suffer significant losses on these
contracts. If a counterparty becomes bankrupt or otherwise fails to
perform its obligations due to financial difficulties, a Fund may
experience significant delays in obtaining any recovery in a
bankruptcy or other reorganization proceeding. During any such
period, the Fund may have difficulty in determining the value of
its contracts with the counterparty, which in turn could result in
the overstatement or understatement of the Fund’s NAV. The
Fund may eventually obtain only limited recovery or no recovery in
such circumstances.
Over
the counter contracts may have terms that make them less marketable
than Futures Contracts. Over the counter contracts are less
marketable because they are not traded on an exchange, do not have
uniform terms and conditions, and are entered into based upon the
creditworthiness of the parties and the availability of credit
support, such as collateral, and in general, they are not
transferable without the consent of the counterparty. These
conditions make such contracts less liquid than standardized
futures contracts traded on a commodities exchange and diminish the
ability to realize the full value of such contracts. In addition,
even if collateral is used to reduce counterparty credit risk,
sudden changes in the value of over the counter transactions may
leave a party open to financial risk due to a counterparty default
since the collateral held may not cover a party’s exposure on
the transaction in such situations. In general, valuing OTC
derivatives is less certain than valuing actively traded financial
instruments such as exchange traded futures contracts and
securities because the price and terms on which such OTC
derivatives are entered into or can be terminated are individually
negotiated, and those prices and terms may not reflect the best
price or terms available from other sources. In addition, while
market makers and dealers generally quote indicative prices or
terms for entering into or terminating OTC contracts, they
typically are not contractually obligated to do so, particularly if
they are not a party to the transaction. As a result, it may be
difficult to obtain an independent value for an outstanding OTC
derivatives transaction.
In addition, regulations adopted by global prudential regulators
that are now in effect require certain prudentially regulated
entities and certain of their affiliates and subsidiaries
(including swap dealers) to include in their derivatives contracts
and certain other financial contracts, terms that delay or restrict
the rights of counterparties (such as the Funds) to terminate such
contracts, foreclose upon collateral, exercise other default rights
or restrict transfers of credit support in the event that the
prudentially regulated entity and/or its affiliates are subject to
certain types of resolution or insolvency proceedings. Similar
regulations and laws have been adopted in non-US jurisdictions that
may apply to a Fund’s counterparties located in those
jurisdictions. It is possible that these new requirements, as well
as potential additional related government regulation, could
adversely affect a Fund’s ability to terminate existing
derivatives contracts, exercise default rights or satisfy
obligations owed to it with collateral received under such
contracts.
There are Risks Associated with Trading in International
Markets
A
significant portion of the Futures Contracts entered into by the
Funds are traded on United States exchanges. However, a portion of
the Funds’ trades may take place on markets or exchanges
outside the United States. Some non-U.S. markets present risks
because they are not subject to the same degree of regulation as
their U.S. counterparts. None of the CFTC, NFA, or any domestic
exchange regulates activities of any foreign boards of trade or
exchanges, including the execution, delivery and clearing of
transactions, has the power to compel enforcement of the rules of a
foreign board of trade or exchange or of any applicable non-U.S.
laws. Similarly, the rights of market participants, such as the
Funds, in the event of the insolvency or bankruptcy of a non-U.S.
market or broker are also likely to be more limited than in the
case of U.S. markets or brokers. As a result, in these markets, the
Funds have less legal and regulatory protection than they do when
they trade domestically. Currently the Funds do not place trades on
any markets or exchanges outside of the United States and do not
anticipate doing so in the foreseeable future. In some of these
non-U.S. markets, the performance on a futures contract is the
responsibility of the counterparty and is not backed by an exchange
or clearing corporation and therefore exposes the Funds to credit
risk. Additionally, trading on non-U.S. exchanges is subject to the
risks presented by exchange controls, expropriation, increased tax
burdens and exposure to local economic declines and political
instability. An adverse development with respect to any of these
variables could reduce the profit or increase the loss earned on
trades in the affected international markets.
The
price of any non-U.S. Commodity Interest and, therefore, the
potential profit and loss on such investment, may be affected by
any variance in the foreign exchange rate between the time the
order is placed and the time it is liquidated, offset or exercised.
As a result, changes in the value of the local currency relative to
the U.S. dollar may cause losses to a Fund even if the contract is
profitable. The Funds invest primarily in Commodity Interests that
are traded or sold in the United States. However, a portion of the
trades for a Fund may take place in markets and on exchanges
outside the United States. Some non-U.S. markets present risks
because they are not subject to the same degree of regulation as
their U.S. counterparts. In some of these non-U.S. markets, the
performance on a contract is the responsibility of the counterparty
and is not backed by an exchange or clearing corporation and
therefore exposes a Fund to credit risk. Trading in non-U.S.
markets also leaves a Fund susceptible to fluctuations in the value
of the local currency against the U.S. dollar.
The
CFTC’s implementation of its regulations under the Dodd-Frank
Act may further affect the ability of the Funds to enter into
foreign exchange contracts and to hedge its exposure to foreign
exchange loss.
Some
non-U.S. exchanges also may be in a more developmental stage so
that prior price histories may not be indicative of current price
dynamics. In addition, a Fund may not have the same access to
certain positions on foreign trading exchanges as do local traders,
and the historical market data on which the Sponsor bases its
strategies may not be as reliable or accessible as it is for U.S.
exchanges.
The Funds are Treated as Partnerships for Tax Purposes which Means
that There May be a Lack of Certainty as to Tax Treatment for an
Investor’s Gains and Losses
Cash or
property will be distributed at the sole discretion of the Sponsor,
and the Sponsor currently does not intend to make cash or other
distributions with respect to Shares. You will be required to pay
U.S. federal income tax and, in some cases, state, local, or
foreign income tax, on your allocable share of a Fund’s
taxable income, without regard to whether you receive distributions
or the amount of any distributions. Therefore, the tax liability
resulting from your ownership of Shares may exceed the amount of
cash or value of property (if any) distributed.
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.
Please consult a tax advisor regarding the implications of an
investment in Shares of the Funds, including without limitation the
federal, state, local and foreign tax consequences.
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 could materially affect
operations.
The
price movements for corn are influenced by, among other things,
weather conditions, crop disease, transportation difficulties,
various planting, growing and harvesting problems, governmental
policies, changing demand, and seasonal fluctuations in supply.
More generally, commodity prices may be influenced by economic and
monetary events such as changes in interest rates, changes in
balances of payments and trade, U.S. and international inflation
rates, currency valuations and devaluations, U.S. and international
economic events, and changes in the philosophies and emotions of
market participants. Because the Fund invests primarily in
interests in a single commodity, it is not a diversified investment
vehicle, and therefore may be subject to greater volatility than a
diversified portfolio of stocks or bonds or a more diversified
commodity pool. Historically, price
changes in corn have a low correlation with the S&P 500.
Historical performance is not indicative of future results and
correlations may change.
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. Foreign governments may adopt similar
policies regarding ethanol which may also be a significant factor
affecting the price of corn. Government policies also have the
potential to reduce the demand for ethanol. 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 raising
livestock.
Corn
production is subject to United States federal, state, and local
policies and regulations that materially affect operations.
Governmental policies affecting the agricultural industry, such as
taxes, tariffs, duties, subsidies, incentives, acreage control, and
import and export restrictions on agricultural commodities and
commodity products, can influence the planting of certain crops,
the location and size of crop production, the volume and types of
imports and exports, the availability and competitiveness of
feedstocks as raw materials, and industry profitability.
Additionally, corn production is affected by laws and regulations
relating to, but not limited to, the sourcing, transporting,
storing, and processing of agricultural raw materials as well as
the transporting, storing and distributing of related agricultural
products. U.S. corn producers also must comply with various
environmental laws and regulations, such as those regulating the
use of certain pesticides, and local laws that regulate the
production of genetically modified crops. In addition,
international trade disputes can adversely affect agricultural
commodity trade flows by limiting or disrupting trade between
countries or regions. The cost of
production for corn can vary among producers and change over time.
Historically prices have not trended below the future’s
equivalent cost of production for an extended
period.
Seasonal
fluctuations in the price of corn may cause risk to an investor
because of the possibility that Share prices will be depressed
because of the corn harvest cycle. In the United States, the corn
market is normally at its weakest point, and corn prices are
lowest, shortly before and during the harvest (between September
and November), due to the high supply of corn in the market.
Conversely, corn prices are generally highest during the winter and
spring (between December and May), when farmer-owned corn has
largely been sold and used. Seasonal corn market peaks generally
occur after planting is complete in May or June, and again as
harvest begins around August. These normal market conditions are,
however, often influenced by weather patterns, and domestic and
global economic conditions, among other factors, and any specific
year may not necessarily follow the traditional seasonal
fluctuations described above. In the futures market, these seasonal
fluctuations are typically reflected in contracts expiring in the
relevant season (e.g., contracts expiring during the harvest season
are typically priced lower than contracts expiring in the winter
and spring). Thus, seasonal fluctuations could result in an
investor incurring losses upon the sale of Fund Shares,
particularly if the investor needs to sell Shares when the
Benchmark Component Futures Contracts are, in whole or part, Corn
Futures Contracts expiring in the fall.
The
CFTC and U.S. designated contract markets such as the CBOT have
established position limits on the maximum net long or net short
futures contracts in commodity interests that any person or group
of persons under common trading control (other than as a hedge,
which an investment by the Fund is not) may hold, own or control.
For example, the current position limit for aggregate investments
at any one time in U.S. exchange traded Corn Futures Contracts,
non-U.S. exchange Corn Futures Contracts, and over the counter corn
swaps are 600 spot month contracts, 33,000 contracts expiring in
any other non-spot single month, or 33,000 cumulative totals for
all non-spot months. These position limits are fixed ceilings that
the Fund would not be able to exceed without specific CFTC
authorization.
All of
these limits may potentially cause a tracking error between the
price of the Shares and the Benchmark. This may in turn prevent you
from being able to effectively use the Fund as a way to hedge
against correlated losses or as a way to indirectly invest in
corn.
The
Fund does not intend to limit the size of the offering and will
attempt to expose substantially all of its proceeds to the corn
market utilizing Corn Interests. If the Fund encounters position
limits, accountability levels, or price fluctuation limits for Corn
Futures Contracts on the CBOT, it may then, if permitted under
applicable regulatory requirements, purchase Other Corn Interests
and/or Corn Futures Contracts listed on foreign exchanges. However,
the Corn Futures Contracts available on such foreign exchanges may
have different underlying sizes, deliveries, and prices. In
addition, the Corn Futures Contracts available on these exchanges
may be subject to their own position limits and accountability
levels. In any case, notwithstanding the potential availability of
these instruments in certain circumstances, position limits could
force the Fund to limit the number of Creation Baskets that it
sells.
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 could 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,
uncontrolled fires, (including arson), or natural disasters that
are difficult to anticipate and which cannot be controlled.
Additionally, demand for soybeans is affected by changes in
international, national, regional and local economic conditions,
challenges in doing business with foreign companies, legal and
regulatory restrictions, transportation costs, interruptions in
energy supply, currency exchange rate fluctuations, global trade
disruption due to outbreaks, political and economic instability as
well as demographic trends. The increased production of soybean
crops in South America and the rising demand for soybeans in
emerging nations such as China and India have increased competition
in the soybean market. The supply of
soybeans could be reduced by the spread of soybean rust. Soybean
rust is a wind-borne fungal disease that attacks soybeans. Although
soybean rust can be killed with chemicals, chemical treatment
increases production costs for farmers.
Soybean
production is subject to United States and foreign policies and
regulations that materially affect operations. Governmental
policies affecting the agricultural industry, such as taxes,
tariffs, duties, subsidies, incentives, acreage control, and import
and export restrictions on agricultural commodities and commodity
products, can influence the planting of certain crops, the location
and size of crop production, the volume and types of imports and
exports, and industry profitability. Additionally, soybean
production is affected by laws and regulations relating to, but not
limited to, the sourcing, transporting, storing and processing of
agricultural raw materials as well as the transporting, storing and
distributing of related agricultural products. Soybean producers
also may need to comply with various environmental laws and
regulations, such as those regulating the use of certain
pesticides. In addition, international trade disputes can adversely
affect agricultural commodity trade flows by limiting or disrupting
trade between countries or regions.
Because
processing soybean oil can create transfats, the demand for soybean
oil may decrease due to heightened governmental regulation of trans
fats or trans fatty acids. The U.S. Food and Drug Administration
currently requires food manufacturers to disclose levels of trans
fats contained in their products, and various local governments
have enacted or are considering restrictions on the use of trans
fats in restaurants. Several food processors have either switched
or indicated an intention to switch to oil products with lower
levels of trans fats or trans fatty acids.
In
recent years, there has been increased global interest in the
production of biofuels as alternatives to traditional fossil fuels
and as a means of promoting energy independence. Soybeans can be
converted into biofuels such as biodiesel. Accordingly, the soybean
market has become increasingly affected by demand for biofuels and
related legislation.
The
costs related to soybean production could increase and soybean
supply could decrease as a result of restrictions on the use of
genetically modified soybeans, including requirements to segregate
genetically modified soybeans and the products generated from them
from other soybean products.
Seasonal
fluctuations in the price of soybeans may cause risk to an investor
because of the possibility that Share prices will be depressed
because of the soybean harvest cycle. In the futures market,
fluctuations are typically reflected in contracts expiring in the
harvest season (i.e., contracts expiring during the fall are
typically priced lower than contracts expiring in the winter and
spring). Thus, seasonal fluctuations could result in an investor
incurring losses upon the sale of Fund Shares, particularly if the
investor needs to sell Shares when the Benchmark Component Futures
Contracts are, in whole or part, Soybean Futures Contracts expiring
in the fall.
The
CFTC and U.S. designated contract markets have established position
limits on the maximum net long or net short futures contracts in
commodity interests that any person or group of persons under
common trading control (other than as a hedge, which an investment
by the Fund is not) may hold, own or control. For example, the
current position limit for aggregate investments at any one time in
U.S. exchange traded Soybean Futures Contracts, non-U.S. exchange
Soybean Futures Contracts, and over the counter soybean swaps are
600 spot month contracts, 15,000 contracts expiring in any other
single non-spot month, or 15,000 cumulative totals for all non-spot
months. These position limits are fixed ceilings that the Fund
would not be able to exceed without specific CFTC
authorization.
All of
these limits may potentially cause a tracking error between the
price of the Shares and the Benchmark. This may in turn prevent you
from being able to effectively use the Fund as a way to hedge
against soybean-related losses or as a way to indirectly invest in
soybeans.
If the
Fund encounters position limits or price fluctuation limits for
Soybean Futures Contracts on the CBOT, it may then, if permitted
under applicable regulatory requirements, purchase Other Soybean
Interests and/or Soybean Futures Contracts listed on foreign
exchanges. However, the Soybean Futures Contracts available on such
foreign exchanges may have different underlying sizes, deliveries,
and prices. In addition, the Soybean Futures Contracts available on
these exchanges may be subject to their own position limits or
similar restrictions. In any case, notwithstanding the potential
availability of these instruments in certain circumstances,
position limits could force the Fund to limit the number of
Creation Baskets that it sells.
Risks Specific to the Teucrium Sugar Fund
Investors
may choose to use the Fund as a means of investing indirectly in
sugar, and there are risks involved in such investments. The risks
and hazards that are inherent in sugar production may cause the
price of sugar to fluctuate widely. Global price movements for
sugar are influenced by, among other things: weather conditions,
crop failure, production decisions, governmental policies, changing
demand, the sugar harvest cycle, and various economic and monetary
events. Sugar production is also subject to domestic and foreign
regulations that could 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. Additionally, demand for sugar
is affected by changes in consumer tastes, national, regional and
local economic conditions, challenges in doing business with
foreign companies legal and regulatory restrictions, fluctuation of
shipping rates, currency exchange rate fluctuations, political and
economic instability as well as demographic trends. Global demand
for sugar to produce ethanol has also been a significant factor
affecting the price of sugar. 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. Due to the length of time
it takes to grow sugarcane and sugar beets and the cost of new
facilities for processing these crops, it may not be possible to
increase supply quickly or in a cost-effective manner, in order to
meet an increase in demand for sugar.
Sugar
production is subject to United States and foreign policies and
regulations that materially affect operations. Governmental
policies affecting the agricultural industry, such as taxes,
tariffs, duties, subsidies, incentives, acreage control, and import
and export restrictions on agricultural commodities and commodity
products, can influence the planting of certain crops, the location
and size of crop production, the volume and types of imports and
exports, and industry profitability. Many foreign countries
subsidize sugar production, resulting in lower prices, but this has
led other countries, including the United States, to impose tariffs
and import restrictions on sugar imports. Sugar producers also may
need to comply with various environmental laws and regulations,
such as those regulating the use of certain
pesticides.
Seasonal
fluctuations in the price of sugar may cause risk to an investor
because of the possibility that Share prices will be depressed
because of the sugar harvest cycle. In the futures market,
contracts expiring during the harvest season are typically priced
lower than contracts expiring in the winter and spring. While the
sugar harvest seasons varies from country to country, prices of
Sugar Futures Contracts tend to be lowest in the late spring and
early summer and again in early autumn of the Northern Hemisphere,
reflecting the varied harvest seasons in Brazil, India, and
Thailand the world’s leading producers and exporters of
sugarcane. Thus, seasonal fluctuations could result in an investor
incurring losses upon the sale of Fund Shares, particularly if the
investor needs to sell Shares when the Benchmark Component Futures
Contracts are, in whole or part, Sugar Futures Contracts expiring
in the Northern Hemisphere’s late spring, early summer, or
early autumn.
U.S.
designated contract markets such as the ICE Futures and the NYMEX
have established position limits and accountability levels on the
maximum net long or net short Sugar Futures Contracts that any
person or group of persons under common trading control may hold,
own or control. The CFTC has not currently set position limits for
Sugar Futures Contracts, and the ICE Futures and the NYMEX have
established position limits only on spot month Sugar No. 11 Futures
Contracts. For example, the ICE Futures’ position limit for
Sugar No. 11 Futures Contracts is 5,000 spot month contracts,
whereas the NYMEX Sugar No. 11 Futures limit is 1,000 spot month
contracts, generally applicable only during the last month before
expiration. All Sugar Futures Contracts held under the control of
the Sponsor, including those held by any future series of the
Trust, will be aggregated in determining the application of these
position limits. However, because spot month contracts are not
Benchmark Component Futures Contracts and the Fund’s roll
strategy calls for the sale of all spot month Sugar No.11 Futures
Contracts prior to the time the position limits would become
applicable, it is unlikely that position limits on Sugar Futures
Contracts will come into play.
In
contrast to position limits, accountability levels are not fixed
ceilings, but rather thresholds above which an exchange may
exercise greater scrutiny and control over an investor, including
by imposing position limits on the investor. For example, the
current ICE Futures-established accountability level for
investments in Sugar No. 11 Futures Contracts for any one month is
10,000, and the accountability level for all combined months is
15,000. (The current accountability level for Sugar No. 11 Futures
Contracts traded on the NYMEX is 9,000 for any one month, and 9,000
for all combined months. Even though accountability levels are not
fixed ceilings, the Fund does not intend to invest in Sugar Futures
Contracts in excess of any applicable accountability
levels.
All of
these limits may potentially cause a tracking error between the
price of the Shares and the Benchmark. This may in turn prevent you
from being able to effectively use the Fund as a way to hedge
against sugar-related losses or as a way to indirectly invest in
sugar.
If the
Fund encounters accountability levels, position limits, or price
fluctuation limits for Sugar Futures Contracts on ICE Futures, it
may then, if permitted under applicable regulatory requirements,
purchase Other Sugar Interests and/or Sugar Futures Contracts
listed on the NYMEX or foreign exchanges. However, the Sugar
Futures Contracts available on such foreign exchanges may have
different underlying sizes, deliveries, and prices. In addition,
the Sugar Futures Contracts available on these exchanges may be
subject to their own position limits and accountability levels. In
any case, notwithstanding the potential availability of these
instruments in certain circumstances, position limits could force
the Fund to limit the number of Creation Baskets that it
sells.
Risks Specific to the Teucrium Wheat Fund
Investors
may choose to use the Fund as a means of investing indirectly in
wheat, and there are risks involved in such investments. The risks
and hazards that are inherent in wheat production may cause the
price of wheat to fluctuate widely. Price movements for wheat are
influenced by, among other things: weather conditions, crop
failure, production decisions, governmental policies, changing
demand, the wheat harvest cycle, and various economic and monetary
events. Wheat production is also subject to U.S. federal, state and
local regulations that could materially affect
operations.
As
discussed in more detail below, price movements for wheat are
influenced by, among other things, weather conditions, crop
disease, transportation difficulties, various planting, growing and
harvesting problems, governmental policies, changing demand, and
seasonal fluctuations in supply. More generally, commodity prices
may be influenced by economic and monetary events such as changes
in interest rates, changes in balances of payments and trade, U.S.
and international inflation rates, currency valuations and
devaluations, U.S. and international economic events, and changes
in the philosophies and emotions of market participants. Because
the Fund invests primarily in interests in a single commodity, it
is not a diversified investment vehicle, and therefore may be
subject to greater volatility than a diversified portfolio of
stocks or bonds or a more diversified commodity pool.
The
Fund is subject to the risks and hazards of the wheat market
because it invests in Wheat Interests. The risks and hazards that
are inherent in the wheat market may cause the price of wheat to
fluctuate widely. If the changes in percentage terms of the
Fund’s Shares accurately track the percentage changes in the
Benchmark or the spot price of wheat, then the price of its Shares
will fluctuate accordingly.
The
price and availability of wheat is influenced by economic and
industry conditions, including but not limited to supply and demand
factors such as: crop disease; weed control; water availability;
various planting, growing, or harvesting problems; severe weather
conditions such as drought, floods, or frost that are difficult to
anticipate and which cannot be controlled. Demand for food products
made from wheat flour is affected by changes in consumer tastes,
national, regional and local economic conditions, and demographic
trends. More specifically, demand for such food products in the
United States is relatively unaffected by changes in wheat prices
or disposable income but is closely tied to tastes and preferences.
For example, in recent years the increase in the popularity of low
carbohydrate diets caused the consumption of wheat flour to
decrease rapidly before rebounding. Export demand for wheat
fluctuates yearly, based largely on crop yields in the importing
countries.
Wheat
production is subject to United States federal, state and local
policies and regulations that materially affect operations.
Governmental policies affecting the agricultural industry, such as
taxes, tariffs, duties, subsidies, incentives, acreage control, and
import and export restrictions on agricultural commodities and
commodity products, can influence the planting of certain crops,
the location and size of crop production, the volume and types of
imports and exports, the availability and competitiveness of
feedstocks as raw materials, and industry profitability.
Additionally, wheat production is affected by laws and regulations
relating to, but not limited to, the sourcing, transporting,
storing and processing of agricultural raw materials as well as the
transporting, storing and distributing of related agricultural
products. U.S. wheat producers also must comply with various
environmental laws and regulations, such as those regulating the
use of certain pesticides, and local laws that regulate the
production of genetically modified crops. In addition,
international trade disputes can adversely affect agricultural
commodity trade flows by limiting or disrupting trade between
countries or regions.
Seasonal
fluctuations in the price of wheat may cause risk to an investor
because of the possibility that Share prices will be depressed
because of the wheat harvest cycle. In the United States, the
market for winter wheat, the type of wheat upon which CBOT Wheat
Futures Contracts are based, is at its lowest point, and wheat
prices are lowest, shortly before and during the harvest (in the
spring or early summer), due to the high supply of wheat in the
market. Conversely, winter wheat prices are generally highest in
the fall or early winter, when the wheat harvested that year has
largely been sold and used. In the futures market, these seasonal
fluctuations are typically reflected in contracts expiring in the
relevant season (e.g., contracts expiring during the harvest season
are typically priced lower than contracts expiring in the fall and
early winter). Thus, seasonal fluctuations could result in an
investor incurring losses upon the sale of Fund Shares,
particularly if the investor needs to sell Shares when the
Benchmark Component Futures Contracts are, in whole or part, Wheat
Futures Contracts expiring in the spring.
Position
limits and daily price fluctuation limits set by the CFTC and the
exchanges have the potential to cause tracking error, which could
cause the price of Shares to substantially vary from the Benchmark
and prevent you from being able to effectively use the Fund as a
way to hedge against wheat-related losses or as a way to indirectly
invest in wheat.
The
CFTC and U.S. designated contract markets such as the CBOT have
established position limits on the maximum net long or net short
futures contracts in commodity interests that any person or group
of persons under common trading control (other than as a hedge,
which an investment by the Fund is not) may hold, own or control.
For example, the current position limit for aggregate investments
at any one time per exchange in U.S. exchange traded Wheat Futures
Contracts, non-U.S. exchange linked Wheat Futures Contracts, and
over the counter wheat swaps are 600 spot month contracts, 12,000
contracts expiring in any other single month, or cumulative 12,000
total for all months. These position limits are fixed ceilings that
the Fund would not be able to exceed without specific CFTC
authorization.
If the
Fund encounters position limits, accountability levels, or price
fluctuation limits for Wheat Futures Contracts on the CBOT, it may
then, if permitted under applicable regulatory requirements,
purchase Other Wheat Interests and/or Wheat Futures Contracts
listed on other U.S. exchanges or on foreign exchanges. However,
the Wheat Futures Contracts available on such foreign exchanges may
have different underlying sizes, deliveries, and prices. In
addition, the Wheat Futures Contracts available on these exchanges
may be subject to their own position limits and accountability
levels. In any case, notwithstanding the potential availability of
these instruments in certain circumstances, position limits could
force the Fund to limit the number of Creation Baskets that it
sells.
Item 1B. Unresolved Staff
Comments
There
are no unresolved staff comments.
Item 2. Properties
Not
applicable.
Item 3. Legal Proceedings
Although
each of the Funds may, from time to time, be involved in litigation
arising out of its operations in the normal course of business or
otherwise, none of the Funds is currently a party to any pending
material legal proceedings.
Item 4. Mine Safety
Disclosures
Not
applicable.
PART II
Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchase of Equity
Securities
The
principal trading market for the shares of CORN, SOYB, CANE, WEAT
and TAGS is the NYSE Arca.
Price Range of Shares
The
following tables set forth the range of reported high and low
closing prices of the shares for each Fund as reported on the NYSE
Arca for the fiscal year ended December 31, 2019 and
2018.
The
following table sets forth the range of reported high and low
closing prices of the shares of the Teucrium Corn Fund (symbol
“CORN”) as reported on the NYSE Arca:
Fiscal Year Ended December 31, 2019
|
High
|
Low
|
Quarter Ended
|
|
|
March
31, 2019
|
$16.40
|
$15.23
|
June
30, 2019
|
$17.41
|
$14.67
|
September
30, 2019
|
$17.25
|
$14.30
|
December
31, 2019
|
$15.43
|
$14.24
|
|
|
|
Fiscal Year Ended December 31, 2018
|
High
|
Low
|
Quarter Ended
|
|
|
March
31, 2018
|
$18.10
|
$16.58
|
June
30, 2018
|
$18.48
|
$16.21
|
September
30, 2018
|
$16.98
|
$15.40
|
December 31,
2018
|
$16.62
|
$15.81
|
The
following table sets forth the range of reported high and low
closing prices of the shares of the Teucrium Soybean Fund (symbol
“SOYB”) as reported on the NYSE Arca:
Fiscal Year Ended December 31, 2019
|
High
|
Low
|
Quarter Ended
|
|
|
March
31, 2019
|
$16.72
|
$15.75
|
June
30, 2019
|
$16.15
|
$14.35
|
September
30, 2019
|
$15.89
|
$14.77
|
December
31, 2019
|
$16.00
|
$14.84
|
|
|
|
Fiscal Year Ended December 31, 2018
|
High
|
Low
|
Quarter Ended
|
|
|
March
31, 2018
|
$19.45
|
$17.65
|
June
30, 2018
|
$19.12
|
$16.24
|
September
30, 2018
|
$16.86
|
$15.30
|
December
31, 2018
|
$16.82
|
$15.59
|
The
following table sets forth the range of reported high and low
closing prices of the shares of the Teucrium Sugar Fund (symbol
“CANE”) as reported on the NYSE Arca:
Fiscal Year Ended December 31, 2019
|
High
|
Low
|
Quarter Ended
|
|
|
March
31, 2019
|
$7.81
|
$6.90
|
June
30, 2019
|
$7.49
|
$6.79
|
September
30, 2019
|
$7.07
|
$6.30
|
December
31, 2019
|
$7.08
|
$6.44
|
|
|
|
Fiscal Year Ended December 31, 2018
|
High
|
Low
|
Quarter Ended
|
|
|
March
31, 2018
|
$9.94
|
$8.27
|
June
30, 2018
|
$8.36
|
$7.42
|
September
30, 2018
|
$7.32
|
$6.50
|
December
31, 2018
|
$8.07
|
$6.84
|
The
following table sets forth the range of reported high and low
closing prices of the shares of the Teucrium Wheat Fund (symbol
“WEAT”) as reported on the NYSE Arca:
Fiscal Year Ended December 31, 2019
|
High
|
Low
|
Quarter Ended
|
|
|
March
31, 2019
|
$6.15
|
$5.03
|
June
30, 2019
|
$5.94
|
$4.88
|
September
30, 2019
|
$5.74
|
$4.90
|
December
31, 2019
|
$5.85
|
$5.24
|
|
|
|
Fiscal Year Ended December 31, 2018
|
High
|
Low
|
Quarter Ended
|
|
|
March
31, 2018
|
$6.98
|
$5.88
|
June
30, 2018
|
$7.06
|
$6.15
|
September
30, 2018
|
$7.18
|
$6.07
|
December
31, 2018
|
$6.43
|
$5.93
|
The
following table sets forth the range of reported high and low
closing prices of the shares of the Teucrium Agricultural Fund
(symbol “TAGS”) as reported on the NYSE
Arca:
Fiscal Year Ended December 31, 2019
|
High
|
Low
|
Quarter Ended
|
|
|
March
31, 2019
|
$20.92
|
$19.16
|
June
30, 2019
|
$20.73
|
$18.19
|
September
30, 2019
|
$20.31
|
$17.92
|
December
31, 2019
|
$19.68
|
$18.67
|
|
|
|
Fiscal Year Ended December 31, 2018
|
High
|
Low
|
Quarter Ended
|
|
|
March
31, 2018
|
$24.25
|
$21.90
|
June
30, 2018
|
$25.70
|
$20.93
|
September
30, 2018
|
$21.69
|
$19.88
|
December
31, 2018
|
$21.54
|
$20.17
|
Change in Net Asset Value per Share
The
graphs below reflect the change in net asset value
(“NAV”) per share for each year during which a Fund has
been in operation. For the first year of operation, the graph
reflects the change from the NAV per share from the initial price
at the commencement of operations to the price on December 31 for
that year ended. For all other years, the change is from December
31 of the preceding year to December 31 of that year.
Holders of the Funds
The
table below sets forth the approximate number of shareholders for
each Fund of the Trust as of December 31, 2019.
Fund
|
Approximate Number of Shareholders
|
CORN
|
7,163
|
SOYB
|
3,512
|
CANE
|
1,712
|
WEAT
|
4,160
|
TAGS
|
148
|
Use of Proceeds
Teucrium Corn
Fund
Registration Statement on Form S-1
|
File Number
|
Registered Common Units
|
Effective Date
|
1
|
333-162033
|
30,000,000
|
June 7, 2010
|
2
|
333-187463
|
-
|
April 30, 2013
|
3
|
333-210010
|
-
|
April 29, 2016
|
4
|
333-230626
|
-
|
April 29, 2019
|
From
June 9, 2010 (the commencement of operations) through December 31,
2019, 19,875,000 Shares of the Fund were sold at an aggregate
offering price of $551,834,792. The Fund paid fees to Foreside Fund
Services, LLC for its services to the Fund from June 9, 2010 (the
commencement of operations) through December 31, 2019 in an amount
equal to $957,233, resulting in net offering proceeds of
$550,877,559. 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.
Teucrium Soybean
Fund
Registration Statement on Form S-1
|
File Number
|
Registered Common Units
|
Effective Date
|
1
|
333-167590
|
10,000,000
|
June 13, 2011
|
2
|
333-196210
|
-
|
June 30, 2014
|
3
|
333-217247
|
-
|
May 1, 2017
|
4
|
333-223940
|
5,000,000
|
April 30, 2018
|
From
September 19, 2011 (the commencement of the offering) through
December 31, 2019, 5,300,000 Shares of the Fund were sold at an
aggregate offering price of $100,029,286. The Fund paid fees to
Foreside Fund Services, LLC for its services to the Fund through
December 31, 2019 in an amount equal to $142,691, resulting in net
offering proceeds of $99,886,595. 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.
Teucrium Sugar
Fund
Registration Statement on Form S-1
|
File Number
|
Registered Common Units
|
Effective Date
|
1
|
333-167585
|
10,000,000
|
June 13, 2011
|
2
|
333-196211
|
-
|
June 30, 2014
|
3
|
333-217248
|
-
|
May 1, 2017
|
4
|
333-223941
|
5,000,000
|
April 30, 2018
|
From
September 19, 2011 (the commencement of the offering) through
December 31, 2019, 5,275,000 Shares of the Fund were sold at an
aggregate offering price of $50,496,341. The Fund paid fees to
Foreside Fund Services, LLC for its services to the Fund through
December 31, 2019 in an amount equal to $72,566, resulting in net
offering proceeds of $50,423,775. 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.
Teucrium Wheat
Fund
Registration Statement on Form S-1
|
File Number
|
Registered Common Units
|
Effective Date
|
1
|
333-167591
|
10,000,000
|
June 13, 2011
|
2
|
333-196209
|
-
|
June 30, 2014
|
3
|
333-212481
|
24,050,000
|
July 15, 2016
|
4
|
333-230623
|
30,000,000
|
April 29, 2019
|
From
September 19, 2011 (the commencement of the offering) through
December 31, 2019, 21,050,000 Shares of the Fund were sold at an
aggregate offering price of $181,114,363. The Fund paid fees to
Foreside Fund Services, LLC for its services to the Fund through
December 31, 2019 in an amount equal to $321,588, resulting in net
offering proceeds of $180,792,775. 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.
Teucrium
Agricultural Fund
Registration Statement on Form S-1
|
File Number
|
Registered Common Units
|
Effective Date
|
1
|
333-173691
|
5,000,000
|
Februrary 10, 2012
|
2
|
333-201953
|
-
|
April 30, 2015
|
3
|
333-223943
|
-
|
April 30, 2018
|
From
March 28, 2012 (the commencement of the offering) through December
31, 2019, 375,000 Shares of the Fund were sold at an aggregate
offering price of $18,285,685. The Fund paid fees to Foreside Fund
Services, LLC for its services to the Fund through December 31,
2019 in an amount equal to $11,095, resulting in net offering
proceeds of $18,274,590. The offering proceeds were invested in
Shares of the Underlying Funds and cash and cash equivalents in
accordance with the Fund’s investment objective stated in the
prospectus.
Issuer Purchases of Equity Securities
The
Sponsor, the Trust or any Fund do not purchase shares directly from
shareholders; however, the information below details for the
current period, October 1, 2019 to December 31, 2019, by month and
for the year ended December 31, 2019, the share purchases in
connection with the redemption of baskets by Authorized
Purchasers.
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
|
October 1 to October 31, 2019
|
325,000
|
$ 15.27
|
N/A
|
N/A
|
November 1 to November 30, 2019
|
375,000
|
$ 14.72
|
N/A
|
N/A
|
December 1 to December 31, 2019
|
200,000
|
$ 14.83
|
N/A
|
N/A
|
Total
|
900,000
|
$ 14.94
|
|
|
|
|
|
|
|
January 1 to December 31, 2019
|
1,100,000
|
$ 14.98
|
N/A
|
N/A
|
Issuer Purchases of SOYB Shares:
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet
Be Purchased Under the Plans or Programs
|
October 1 to October 31, 2019
|
-
|
$ -
|
N/A
|
N/A
|
November 1 to November 30, 2019
|
50,000
|
$ 15.20
|
N/A
|
N/A
|
December 1 to December 31, 2019
|
-
|
$ -
|
N/A
|
N/A
|
Total
|
50,000
|
$ 15.10
|
|
|
|
|
|
|
|
January 1 to December 31, 2019
|
600,000
|
$ 15.68
|
N/A
|
N/A
|
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
|
October 1 to October 31, 2019
|
500,000
|
$ 5.54
|
N/A
|
N/A
|
November 1 to November 30, 2019
|
100,000
|
$ 5.34
|
N/A
|
N/A
|
December 1 to December 31, 2019
|
125,000
|
$ 5.59
|
N/A
|
N/A
|
Total
|
725,000
|
$ 5.52
|
|
|
|
|
|
|
|
January 1 to December 31, 2019
|
2,500,000
|
$ 5.50
|
N/A
|
N/A
|
Issuer Purchases of CANE Shares:
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet
Be Purchased Under the Plans or Programs
|
October 1 to October 31, 2019
|
50,000
|
$ 6.42
|
N/A
|
N/A
|
November 1 to November 30, 2019
|
-
|
$ -
|
N/A
|
N/A
|
December 1 to December 31, 2019
|
50,000
|
$ 7.07
|
N/A
|
N/A
|
Total
|
100,000
|
$ 6.74
|
|
|
|
|
|
|
|
January 1 to December 31, 2019
|
575,000
|
$ 7.10
|
N/A
|
N/A
|
Issuer Purchases of TAGS Shares: Nothing to Report
Dividends
Neither
the Trust nor any Fund has made, and there are no plans to make any
cash distributions to shareholders.
Item 6. Selected Financial
Data
Financial
Highlights for the Teucrium Corn Fund (for the years ended December
31, 2019, 2018, 2017, 2016, and 2015).
|
Year ended
|
Year ended
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
December 31, 2016
|
December 31, 2015
|
Net
assets
|
$75,220,190
|
$56,379,057
|
$64,901,479
|
$73,213,541
|
$61,056,223
|
Net
realized and unrealized loss on futures contracts
|
$(7,538,742)
|
$(2,373,675)
|
$(5,984,276)
|
$(6,991,162)
|
$(14,193,913)
|
Net
loss
|
$(8,416,897)
|
$(3,413,397)
|
$(7,715,090)
|
$(9,564,067)
|
$(17,183,472)
|
Weighted-average
shares outstanding
|
4,882,196
|
4,169,662
|
3,714,045
|
3,598,843
|
3,243,223
|
Net
loss per share
|
$(1.29)
|
$(0.64)
|
$(2.02)
|
$(2.47)
|
$(5.38)
|
Net
loss per weighted average share
|
$(1.72)
|
$(0.82)
|
$(2.08)
|
$(2.66)
|
$(5.30)
|
Cash
and cash equivalents at end of year
|
$74,521,123
|
$58,910,133
|
$63,139,461
|
$69,072,284
|
$57,110,089
|
Financial
Highlights for the Teucrium Soybean Fund (for the years ended
December 31, 2019, 2018, 2017, 2016, and 2015).
|
Year ended
|
Year ended
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
December 31, 2016
|
December 31, 2015
|
Net
assets
|
$28,135,131
|
$27,942,017
|
$10,264,025
|
$12,882,100
|
$6,502,552
|
Net
realized and unrealized gain (loss) on futures
contracts
|
$304,278
|
$(1,448,225)
|
$(785,113)
|
$1,507,050
|
$(1,301,212)
|
Net
(loss) income
|
$(27,201)
|
$(1,764,857)
|
$(1,115,780)
|
$1,094,528
|
$(1,517,824)
|
Weighted-average
shares outstanding
|
1,784,251
|
1,261,579
|
717,607
|
623,023
|
386,237
|
Net
(loss) income per share
|
$(0.35)
|
$(1.65)
|
$(1.23)
|
$1.74
|
$(3.45)
|
Net
(loss) income per weighted average share
|
$(0.02)
|
$(1.40)
|
$(1.55)
|
$1.76
|
$(3.93)
|
Cash
and cash equivalents at end of year
|
$27,874,691
|
$26,774,939
|
$9,942,185
|
$12,300,383
|
$5,937,824
|
Financial
Highlights for the Teucrium Sugar Fund (for the years ended
December 31, 2019, 2018, 2017, 2016, and 2015).
|
Year ended
|
Year ended
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
December 31, 2016
|
December 31, 2015
|
Net
assets
|
$12,313,180
|
$10,778,739
|
$6,363,710
|
$5,513,971
|
$5,508,663
|
Net
realized and unrealized gain (loss) on futures
contracts
|
$274,853
|
$(2,245,847)
|
$(2,171,724)
|
$1,457,243
|
$(411,880)
|
Net
income (loss)
|
$148,546
|
$(2,435,786)
|
$(2,290,088)
|
$1,349,263
|
$(475,806)
|
Weighted-average
shares outstanding
|
1,477,196
|
1,620,415
|
674,456
|
507,654
|
373,018
|
Net
(loss) income per share
|
$(0.03)
|
$(2.72)
|
$(3.18)
|
$2.95
|
$(1.81)
|
Net
income (loss) per weighted average share
|
$0.10
|
$(1.50)
|
$(3.40)
|
$2.66
|
$(1.28)
|
Cash
and cash equivalents at end of year
|
$12,215,795
|
$10,261,941
|
$5,929,275
|
$5,016,531
|
$4,932,791
|
Financial
Highlights for the Teucrium Wheat Fund (for the years ended
December 31, 2019, 2018, 2017, 2016, and 2015).
|
Year ended
|
Year ended
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
December 31, 2016
|
December 31, 2015
|
Net
assets
|
$52,236,196
|
$55,149,873
|
$61,416,019
|
$62,344,759
|
$26,529,260
|
Net
realized and unrealized income (loss) on futures
contracts
|
$(569,759)
|
$1,112,762
|
$(3,979,575)
|
$(11,628,525)
|
$(7,200,826)
|
Net
income (loss)
|
$(1,091,945)
|
$15,244
|
$(5,589,587)
|
$(13,111,481)
|
$(8,137,705)
|
Weighted-average
shares outstanding
|
9,768,840
|
10,111,031
|
9,594,936
|
5,340,851
|
2,470,483
|
Net
loss per share
|
$(0.11)
|
$(0.04)
|
$(0.90)
|
$(2.26)
|
$(3.57)
|
Net
loss per weighted average share
|
$(0.11)
|
$0.00
|
$(0.58)
|
$(2.45)
|
$(3.29)
|
Cash
and cash equivalents at end of year
|
$51,467,643
|
$63,300,447
|
$58,932,231
|
$58,931,911
|
$24,579,091
|
Financial Highlights for the Teucrium Agricultural Fund (for the
years ended December 31, 2019, 2018, 2017, 2016, and
2015).
|
Year ended
|
Year ended
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
December 31, 2016
|
December 31, 2015
|
Net
assets
|
$1,478,780
|
$1,524,760
|
$1,137,639
|
$1,316,370
|
$1,329,390
|
Net
realized and unrealized loss on securities
|
$(43,261)
|
$(184,933)
|
$(172,534)
|
$(6,231)
|
$(316,182)
|
Net
loss
|
$(45,980)
|
$(191,986)
|
$(178,731)
|
$(13,020)
|
$(323,359)
|
Weighted-average
shares outstanding
|
75,002
|
68,153
|
50,002
|
50,002
|
50,002
|
Net
loss per share
|
$(0.61)
|
$(2.42)
|
$(3.58)
|
$(0.26)
|
$(6.46)
|
Net
loss per weighted average share
|
$(0.61)
|
$(2.82)
|
$(3.57)
|
$(0.26)
|
$(6.47)
|
Cash
equivalents at end of year
|
$2,633
|
$2,862
|
$2,474
|
$2,360
|
$1,815
|
Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of
Operations
The
following discussion should be read in conjunction with the
financial statements and the notes thereto of the Teucrium
Commodity Trust and all of the Funds which are series of the Trust
included elsewhere in the annual report on Form 10-K.
This
annual report on Form 10-K, including this
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” contains forward
looking statements by terminology such as “may,”
“will,” “should,” “expect,”
“plan,” “anticipate,”
“believe,” “estimate,”
“predict,” “potential” or the negative of
these terms or other comparable terminology. All statements (other
than statements of historical fact) included in this filing that
address activities, events or developments that will or may occur
in the future, including such matters as movements in the
commodities markets and indexes that track such movements,
operations of the Funds, the Sponsor’s plans and references
to the future success of a Fund or the Funds and other similar
matters, are forward-looking statements. These statements are only
predictions. Actual events or results may differ
materially.
These
statements are based upon certain assumptions and analyses the
Sponsor has made based on its perception of historical trends,
current conditions and expected future developments, as well as
other factors appropriate in the circumstances. Whether or not
actual results and developments will conform to the Sponsor’s
expectations and predictions, however, is subject to a number of
risks and uncertainties, including the special considerations
discussed in this prospectus, general economic, market and business
conditions, changes in laws or regulations, including those
concerning taxes, made by governmental authorities or regulatory
bodies, and other world economic and political developments.
Consequently, all the forward looking statements made in this
filing are qualified by these cautionary statements, and there can
be no assurance that actual results or developments the Sponsor
anticipates will be realized or, even if substantially realized,
that they will result in the expected consequences to, or have the
expected effects on, the operations of the Funds or the value of
the Shares of the Funds.
Trust Overview
The
business and operations of the Trust and each Fund are described
above under Part I, Item I entitled
“Business.”
Critical Accounting Policies
The
Trust’s critical accounting policies for all the Funds are as
follows:
1.
Preparation of the
financial statements and related disclosures in conformity with
U.S. generally-accepted accounting principles (“GAAP”)
requires the application of appropriate accounting rules and
guidance, as well as the use of estimates, and requires management
to make estimates and assumptions that affect the reported amounts
of assets and liabilities, revenue and expense and related
disclosure of contingent assets and liabilities during the
reporting period of the combined financial statements and
accompanying notes. The Trust’s application of these policies
involves judgments and actual results may differ from the estimates
used.
2.
The Sponsor has
determined that the valuation of Commodity Interests that are not
traded on a U.S. or internationally recognized futures exchange
(such as swaps and other over the counter contracts) involves a
critical accounting policy. The values which are used by the Funds
for futures contracts will be provided by the commodity broker who
will use market prices when available, while over the counter
contracts will be valued based on the present value of estimated
future cash flows that would be received from or paid to a third
party in settlement of these derivative contracts prior to their
delivery date. Values will be determined on a daily
basis.
3.
Commodity futures
contracts held by the Funds are recorded on the trade date. All
such transactions are recorded on the identified cost basis and
marked to market daily. Unrealized appreciation or depreciation on
commodity futures contracts are reflected in the statement of
operations as the difference between the original contract amount
and the fair market value as of the last business day of the year
or as of the last date of the financial statements. Changes in the
appreciation or depreciation between periods are reflected in the
statement of operations. Interest on cash equivalents and deposits
are recognized on the accrual basis. The Funds earn interest on
funds held at the custodian or other financial institutions at
prevailing market rates for such investments.
4.
Cash and cash
equivalents are cash held at financial institutions in
demand-deposit accounts or highly liquid investments with original
maturity dates of three months or less at inception. The Funds
reported cash equivalents in the statements of assets and
liabilities at market value, or at carrying amounts that
approximate fair value, because of their highly liquid nature and
short-term maturities. The Funds have a substantial portion of its
assets on deposit with banks. Assets deposited with financial
institutions may, at times, exceed federally insured
limits.
5.
The use of fair
value to measure financial instruments, with related unrealized
gains or losses recognized in earnings in each period is
fundamental to the Trust’s financial statements. In
accordance with GAAP, fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability (i.e.,
the “exit price”) in an orderly transaction between
market participants at the measurement date.
In
determining fair value, the Trust uses various valuation
approaches. In accordance with GAAP, a fair value hierarchy for
inputs is used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by
requiring that the most observable inputs be used when available.
Observable inputs are those that market participants would use in
pricing the asset or liability based on market data obtained from
sources independent of the Trust. Unobservable inputs reflect the
Trust’s assumptions about the inputs market participants
would use in pricing the asset or liability developed based on the
best information available in the circumstances. The fair value
hierarchy is categorized into three levels: a) Level 1 - Valuations
based on unadjusted quoted prices in active markets for identical
assets or liabilities that the Trust has the ability to access.
Valuation adjustments and block discounts are not applied to Level
1 securities and financial instruments. Since valuations are based
on quoted prices that are readily and regularly available in an
active market, valuation of these securities and financial
instruments does not entail a significant degree of judgment, b)
Level 2 - Valuations based on quoted prices in markets that are not
active or for which all significant inputs are observable, either
directly or indirectly, and c) Level 3 - Valuations based on inputs
that are unobservable and significant to the overall fair value
measurement. See the notes within the financial statements for
further information.
The
Funds and the Trust record their derivative activities at fair
value. Gains and losses from derivative contracts are included in
the statement of operations. Derivative contracts include futures
contracts related to commodity prices. Futures, which are listed on
a national securities exchange, such as the CBOT or ICE, or
reported on another national market, are generally categorized in
Level 1 of the fair value hierarchy. OTC derivatives contracts
(such as forward and swap contracts) which may be valued using
models, depending on whether significant inputs are observable or
unobservable, are categorized in Levels 2 or 3 of the fair value
hierarchy.
6.
Effective August
21, 2019, the Funds began recognizing brokerage commissions on a
per-trade basis. Prior to this date, broker commissions on all open
commodity futures contracts were accrued on a full-turn
basis.
7.
Margin is the
minimum amount of funds that must be deposited by a commodity
interest trader with the trader’s broker to initiate and
maintain an open position in futures contracts. A margin deposit
acts to assure the trader’s performance of the futures
contracts purchased or sold. Futures contracts are customarily
bought and sold on initial margin that represents a very small
percentage of the aggregate purchase or sales price of the
contract. Because of such low margin requirements, price
fluctuations occurring in the futures markets may create profits
and losses that, in relation to the amount invested, are greater
than are customary in other forms of investment or speculation. As
discussed below, adverse price changes in the futures contract may
result in margin requirements that greatly exceed the initial
margin. In addition, the amount of margin required in connection
with a particular futures contract is set from time to time by the
exchange on which the contract is traded and may be modified from
time to time by the exchange during the term of the contract.
Brokerage firms, such as the Funds’ clearing brokers,
carrying accounts for traders in commodity interest contracts
generally require higher amounts of margin as a matter of policy to
further protect themselves. Over the counter trading generally
involves the extension of credit between counterparties, so the
counterparties may agree to require the posting of collateral by
one or both parties to address credit exposure.
When a
trader purchases an option, there is no margin requirement;
however, the option premium must be paid in full. When a trader
sells an option, on the other hand, he or she is required to
deposit margin in an amount determined by the margin requirements
established for the underlying interest and, in addition, an amount
substantially equal to the current premium for the option. The
margin requirements imposed on the selling of options, although
adjusted to reflect the probability that out of the money options
will not be exercised, can in fact be higher than those imposed in
dealing in the futures markets directly. Complicated margin
requirements apply to spreads and conversions, which are complex
trading strategies in which a trader acquires a mixture of options
positions and positions in the underlying interest.
Ongoing
or “maintenance” margin requirements are computed each
day by a trader’s clearing broker. When the market value of a
particular open futures contract changes to a point where the
margin on deposit does not satisfy maintenance margin requirements,
a margin call is made by the broker. If the margin call is not met
within a reasonable time, the broker may close out the
trader’s position. With respect to the Funds’ trading,
the Funds (and not its shareholders personally) are subject to
margin calls.
Finally, many major
U.S. exchanges have passed certain cross margining arrangements
involving procedures pursuant to which the futures and options
positions held in an account would, in the case of some accounts,
be aggregated, and margin requirements would be assessed on a
portfolio basis, measuring the total risk of the combined
positions.
8.
Due from/to broker
for investments in financial instruments are securities
transactions pending settlement. The Trust and TAGS are subject to
credit risk to the extent any broker with whom it conducts business
is unable to fulfill contractual obligations on its behalf. The
management of the Trust and the Funds monitors the financial
condition of such brokers and does not anticipate any losses from
these counterparties. From inception through September 11, 2019 the
principal broker through which the Trust and TAGS could execute
securities transactions was the Bank of New York Mellon Capital
Markets. Effective September 11, 2019, the principal broker through
which the Trust and TAGS has the ability to clear securities
transactions for TAGS is U.S. Bank.
9.
The investment
objective of TAGS is to have the daily changes in percentage terms
of the Net Asset Value (“NAV”) of its common units
(“Shares”) reflect the daily changes in percentage
terms of a weighted average (the “Underlying Fund
Average”) of the NAVs per share of four other commodity pools
that are series of the Trust and are sponsored by the Sponsor: the
Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean
Fund and the Teucrium Sugar Fund (collectively, the
“Underlying Funds”). The Underlying Fund Average will
have a weighting of 25% to each Underlying Fund, and the
Fund’s assets will be rebalanced, generally on a daily basis,
to maintain the approximate 25% allocation to each Underlying Fund.
As such, TAGS will buy, sell and hold as part of its normal
operations shares of the four Underlying Funds. The Trust excludes
the shares of the other series of the Trust owned by the Teucrium
Agricultural Fund from its statements of assets and liabilities.
The Trust excludes the net change in unrealized appreciation or
depreciation on securities owned by the Teucrium Agricultural Fund
from its statements of operations. Upon the sale of the Underlying
Funds by the Teucrium Agricultural Fund, the Trust includes any
realized gain or loss in its statements of changes in net
assets.
10.
For U.S. federal
tax purposes, the Funds will be treated as partnerships. Therefore,
the Funds do not record a provision for income taxes because the
partners report their share of a Fund’s income or loss on
their income tax returns. The financial statements reflect the
Funds’ transactions without adjustment, if any, required for
income tax purposes.
11.
The Sponsor is
responsible for investing the assets of the Funds in accordance
with the objectives and policies of each Fund. 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 Fund also pays its portion of the fees
and expenses for services directly attributable to the Fund such as
accounting, financial reporting, regulatory compliance and trading
activities, which the Sponsor elected not to outsource. Certain
aggregate expenses common to all Teucrium 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 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. 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
Teucrium 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 and
are included, primarily, in distribution and marketing fees. 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.
12.
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.
Results of Operations
The
discussion below addresses the material changes in the results of
operations for the year ended December 31, 2019 compared to the
years ended December 31, 2018 and 2017. CORN, SOYB, CANE WEAT and
TAGS operated for the entirety of all periods discussed
below.
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, 2018 and
2019, the Sponsor has determined that no reimbursement will be
sought in future periods. “Total expenses, net”, which
is after the impact of any expenses waived by or reimbursed to the
Sponsor, are presented in the same manner as previously reported.
There is, therefore, no impact to or change in the net gain or net
loss in any period for the Trust and each Fund as a result of this
change in presentation.
The
Sponsor is responsible for investing the assets of the Fund in
accordance with the objectives and policies of the Fund. In
addition, the Sponsor arranges for one or more third parties to
provide administrative, custodial, accounting, transfer agency and
other necessary services to the Fund, including services directly
attributable to the Fund such as accounting, financial reporting,
regulatory compliance and trading activities, which the Sponsor
elected not to outsource. In addition, the Funds, except for TAGS
which has no such fee, are contractually obligated to pay a monthly
management fee to the Sponsor, based on average daily net assets,
at a rate equal to 1.00% per annum.
The
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 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 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 II 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.
For the
period January 1, 2019 to December 31, 2019, the Funds, in total,
recorded a decrease in expenses, gross and net of any expenses
waived by the Sponsor, over what had been recorded in 2018. For the
year ending December 31, 2019, total expenses gross of any waived
expenses, were $6,268,784, while total expenses, net were
$5,942,079. For the year 2018, these were, $7,411,981 and
$6,184,551, respectively. For 2017, these were $6,580,718 and
$5,551,819, respectively. The decrease in expenses for the period
2019 compared to 2018, gross of any waived expenses, was $1,143,197
which was driven by decreases in: 1) a ($12,725) or 1% decrease in
management fees paid to the Sponsor due to lower average net
assets; 2) a ($398,540) or 25% decrease in professional fees
related to auditing, legal and tax preparation fees; 3) a
($441,260) or 14% decrease in distribution and marketing fees; 4) a
($11,688) or 10% decrease in business permits and licenses; 5) a
($30,363) or 11% decrease in general and administrative expenses;
and 6) a ($96,493) or 80% decrease in other expenses. There was a
($153,281) or 79% decrease in brokerage commissions due to a change
in accounting policy, see Critical
Accounting Policies for a discussion of this change and Part
II for a breakdown of brokerage commissions paid during the period.
The decrease year over year was marginally offset by a $1,153
increase in custodian fees and expenses. The 15% decrease in
operating expenses year over year was generally due to expense
controls undertaken by the Sponsor and lower average net assets.
Total expenses, net of expenses waived by the Sponsor, decreased by
$242,472 for 2019 compared to 2018. For the year ended December 31,
2019, the Sponsor waived $326,705 of expenses and no reimbursement
to the Sponsor will be sought in any future period for these
expenses.
Teucrium Corn Fund
The
Teucrium Corn Fund commenced investment operations on June 9, 2010.
The investment objective of the Corn Fund is to have the daily
changes in percentage terms of the Shares’ NAV reflect the
daily changes in percentage terms of a weighted average of the
closing settlement prices for three futures contracts for corn
(“Corn Futures Contracts”) that are traded on the
Chicago Board of Trade (“CBOT”), specifically (1) the
second to expire CBOT Corn Futures Contract, weighted 35%, (2) the
third to expire CBOT Corn Futures Contract, weighted 30%, and (3)
the CBOT Corn Futures Contract expiring in the December following
the expiration month of the third to expire contract, weighted 35%.
On December 31, 2019, the Corn Fund held a total of 3,768 CBOT Corn
Futures contracts with a notional value of $75,229,625. Of these,
2,460 contracts had an asset fair value of $1,365,055, while 1,308
contracts had a liability fair value of $581,574. The weighting of
the notional value of the contracts was weighted as follows: (1)
35% to the MAY20 contracts, the second to expire CBOT Corn Futures
Contract, (2) 30% to JUL20 CBOT contracts, the third to expire CBOT
Corn Futures Contract, and (3) 35% to DEC20 CBOT contracts, the
CBOT Corn Futures Contract expiring in the December following the
expiration month of the third to expire contract.
The
benchmark for the Fund is the Teucrium Corn Index (TCORN) which is
defined as: a weighted average of daily changes in the closing
settlement prices of (1) the second to expire Corn Futures Contract
traded on the 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
third to expire contract, weighted 35%. To convert to an index, 100
is set to $25, the opening day price of CORN.
The
chart below shows the percent change in the NAV per share for the
Fund, the market price of the Fund shares, represented by the
closing price of the Fund on the NYSE Arca, and TCORN for five
specific periods. The Benchmark does not reflect any impact of
expenses, which would generally reduce the Fund’s NAV, or
interest income, which would generally increase the NAV. The actual
results for the NAV include the impacts of both expenses and
interest income.
Teucrium
Corn ETF Performance as of
12/31/2019
|
Three
Month
|
Year
to
Date
|
3
Year Annualized
|
5
Year
Annualized
|
Inception
Annualized
|
NAV
|
-2.64%
|
-7.99%
|
-7.57%
|
-11.05%
|
-5.32%
|
Price
|
-2.50%
|
-7.79%
|
-7.52%
|
-11.09%
|
-5.33%
|
Benchmark
(TCORN)
|
-2.23%
|
-6.92%
|
-5.95%
|
-8.74%
|
-1.80%
|
For the Year Ended December 31, 2019 Compared to the Years Ended
December 31, 2018 and 2017
On
December 31, 2019, the Fund had 5,075,004 shares outstanding and
net assets of $75,220,190. This is in comparison to 3,500,004
shares outstanding and net assets of $56,379,057 on December 31,
2018 and 3,875,004 shares outstanding with net assets of
$64,901,479 on December 31, 2017. Shares outstanding increased by
1,575,000 or 45% for the period of 2019 when compared to 2018. This
increase year over year was, in the opinion of management, due to
the continued low price of corn relative to historical levels and
concerns over the U.S. weather during the harvest period. In total,
the Fund issued 2,675,000 shares and purchased 1,100,000 shares, in
2019, as part of creation and redemption baskets. For the period
2019 compared to 2017, there was an increase in shares outstanding
of 1,200,000 or 31%. In total, in 2018, the Fund issued 1,525,000
shares and purchased 1,900,000 shares as part of creation and
redemption baskets.
Total
net assets for the Fund were $75,220,190 on December 31, 2019,
compared to $56,379,057 on December 31, 2018 and $64,901,479 on
December 31, 2017. The Net Asset Values (“NAV”) per
share related to these balances were $14.82, $16.11, and $16.75,
respectively. When comparing December 31, 2019 with 2018, there was
an increase in total net assets of 33%, driven by a combination of
an increase in the number of shares outstanding of 1,575,000 or 45%
and a decrease in the NAV per share of ($1.29) or 8%. When
comparing December 31, 2019 with 2017, there was an increase in
total net assets of 16%, driven by a combination of an increase in
the number of shares outstanding of 1,200,000 or 31% and a change
in the NAV per share which decreased by ($1.93) or 12%. The closing
prices per share for 2019, 2018 and 2017, as reported by the NYSE
Arca, were $14.80, $16.05, and $16.77, respectively. The change
from December 31, 2019 over prior years was an 8% decrease from
2018 and a 12% decrease from 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 December 31, 2019 and serves to illustrate the
relative changes of these components.
The
total loss for the year ended December 31, 2019 was ($5,695,311)
resulting primarily from the net change in realized loss on
commodity futures contracts totaling ($9,512,148), and by a net
change in unrealized appreciation of commodity futures contracts of
$1,973,406. Total loss was ($892,853) in 2018, and ($5,205,716) in
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 year ended December 31, 2019, 2018, and
2017, respectively, was $1,843,431, $1,480,822, and $778,560. This
increase year-over-year was partially the result of the Sponsor
investing, at times, a portion of the available cash for the Fund
in alternative demand deposit savings accounts with more attractive
overnight deposit rates. The Fund also invests in investment grade
commercial paper with maturities of ninety days or less, these
investments provide a higher rate than money market products
offered in the past. Effective February 1, 2019, the Fund began
investing a portion of the cash held at the broker for initial
margin in short-term U.S. Treasury Securities. Interest rates paid
on cash balances of the Fund increased beginning March 2017 and
continued to increase through June 2019. These higher levels of
interest rates declined in the second half of 2019 and are
projected to remain stable at the current levels through
2020.
Total
expenses gross of expenses waived by the Sponsor (“Total
expenses”) for 2019, 2018, and 2017 were $2,737,225;
$2,801,361 and $2,918,936 respectively. This represents a ($64,136)
or 2% decrease for 2019 over 2018 and a ($181,711) or 6% decrease
for 2019 over 2017. The decrease for 2019 over 2018 was driven by:
1) a ($18,908) or 4% decrease in professional fees related to
auditing, legal and tax preparation fees; and 2) a ($15,610) or 1%
decrease in distribution and marketing fees; 3) a ($2,511) or 11%
decrease in business permits and licenses; 4) a ($5,172) or 5%
decrease in general and administrative expenses; 5) a ($32,716) or
75% decrease in other expenses. There was a ($72,297) or 79%
decrease in brokerage commissions due to a change in accounting
policy, see Critical Accounting
Policies for a discussion of this change and Part II for a
breakdown of brokerage commissions paid during the period. These
decreases were partially offset by 1) a $54,191 or 8% increase in
management fee paid to the Sponsor as a result of higher average
net assets and 2) a $28,887 or 23% increase in custodian fees and
expenses. The decreases in operating expenses were generally due to
expense controls undertaken by the Sponsor.
The
decrease for 2019 over 2017 was driven by: 1) a ($112,188) or 18%
decrease in professional fees related to auditing, legal and tax
preparation fees; 2) a ($28,547) or 2% decrease distribution and
marketing fees; 3) a ($5,101) or 20% decrease in business permits
and licenses; 4) a ($22,458) or 18% decrease in general and
administrative expenses; and 5) a ($30,383) or 73% decrease in
other expenses. The decreases were partially offset by 1) a $75,521
or 11% increase in the management fee paid to the Sponsor as a
result of higher average net assets: and 2) a $2,377 or a 2%
increase in custodian fees and expenses. The decreases in operating
expenses were due to expense controls undertaken by the Sponsor and
lower average net asset balance relative to the other Funds. There
was a ($60,932) or 76% decrease in brokerage commissions due to a
change in accounting policy, see Critical Accounting Policies for a
discussion of this change and Part II for a breakdown of brokerage
commissions paid during the period. The total expense ratio gross
of expenses waived by the Sponsor for these years was 3.61% in
2019, 3.98% in 2018, and 4.28% 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 year ended
December 31, 2019, the Sponsor waived fees of $15,639; the Sponsor
has determined that no reimbursement will be sought in future
periods for those expenses which have been waived for the year. The
Sponsor permanently waived $280,817 of expenses in 2018 and
$409,562 in 2017.
Total
expenses net of expenses waived by the Sponsor and reimbursement to
the Sponsor for previously waived expenses (“Total expenses,
net”) for 2019, 2018 and 2017 were $2,721,586, $2,520,544,
and $2,509,374 respectively. The total expense ratio net of
expenses waived by the Sponsor periods was 3.59% in 2019, 3.58% in
2018, 3.68% in 2017. Net investment loss, which includes the impact
of expenses and interest income, was 1.16% in 2019, 1.48% in 2018,
and 2.54% 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.
Net
cash (used in) provided by the Fund’s operating activities
during the year was ($11,647,040) in 2019, $879,697 in 2018, and
($5,335,851) in 2017. In 2019, proceeds from the sale of shares
were $43,738,918, representing 2,675,000 shares while payments for
redemptions were $16,480,888 representing 1,100,000 shares. In
2018, proceeds from the sale of shares were $26,460,193
representing 1,525,000 shares while payments for redemptions were
$31,569,218, representing 1,900,000 shares. In 2017, proceeds from
the sale of shares were $25,173,968, representing 1,325,000 shares
while payments for redemptions were $25,770,940, representing
1,350,000 shares.
The
seasonality patterns for corn futures prices are impacted by a
variety of factors. These include, but are not limited to, the
harvest in the fall, the planting conditions in the spring, and the
weather throughout the critical germination and growing periods.
Prices for corn futures are affected by the availability and demand
for substitute agricultural commodities, including soybeans and
wheat, and the demand for corn as an additive for fuel, through the
production of ethanol. The price of corn futures contracts is also
influenced by global economic conditions, including the demand for
exports to other countries. Such factors will impact the
performance of the Fund and the results of operations on an ongoing
basis. The Sponsor cannot predict the impact of such
factors.
Teucrium Soybean Fund
The
Teucrium Soybean Fund commenced investment operations on September
19, 2011. The investment objective of the Fund is to have the daily
changes in percentage terms of the Shares’ Net Asset Value
(“NAV”) reflect the daily changes in percentage terms
of a weighted average of the closing settlement prices for three
futures contracts for soybeans (“Soybean Futures
Contracts”) that are traded on the Chicago Board of Trade
(“CBOT”). Except as described in the following
paragraph, the three Soybean Futures Contracts will be: (1) second
to expire CBOT Soybean Futures Contract, weighted 35%, (2) the
third to expire CBOT Soybean Futures Contract, weighted 30%, and
(3) the CBOT Soybean Futures Contract expiring in the November
following the expiration month of the third to expire contract,
weighted 35%, except the 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. On December 31, 2019, the Fund held a total of
582 CBOT soybean futures contracts with a notional value of
$28,153,488. Of these, 582 contracts had an asset fair value of
$931,896. The weighting of the notional value of the contracts was
weighted as follows: (1) 35% to MAR20 CBOT contracts, (2) 30% to
MAY20 CBOT contracts, and (3) 35% to NOV20 CBOT
contracts.
The
benchmark for the Fund is the Teucrium Soybean Index (TSOYB) which
is defined as: a weighted average of daily changes in the closing
settlement prices of (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%, except the 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. During the period when
the Excluded Contracts are the second to expire and third to expire
Soybean Futures Contract, the fourth-to-expire and fifth-to-expire
Soybean Futures Contracts will take the place of the second to
expire and third to expire Soybean Futures Contracts, respectively,
as Benchmark Component Futures Contracts. Similarly, when the
August Contract is the third to expire Soybean Futures Contract,
the fifth-to-expire Soybean Futures Contract will take the place of
the August Contract as a Benchmark Component Futures Contract, and
when the September Contract is the second to expire Soybean Futures
Contract, the third to expire and fourth-to-expire Soybean Futures
Contracts will be Benchmark Component Futures Contracts. To convert
to an index, 100 is set to $25, the opening day price of
SOYB.
The
chart below shows the percent change in the NAV per share for the
Fund, the market price of the Fund shares, represented by the
closing price of the Fund on the NYSE Arca, and TSOYB for five
specific periods. The Benchmark does not reflect any impact of
expenses, which would generally reduce the Fund’s NAV, or
interest income, which would generally increase the NAV. The actual
results for the NAV include the impacts of both expenses and
interest income.
Teucrium
Soybean ETF Performance as of
12/31/2019
|
Three
Month
|
Year
to
Date
|
3
Year Annualized
|
5
Year
Annualized
|
Inception
Annualized
|
NAV
|
2.21%
|
-2.15%
|
-6.00%
|
-5.28%
|
-5.35%
|
Price
|
2.06%
|
-2.16%
|
-6.06%
|
-5.28%
|
-5.36%
|
Benchmark
(TSOYB)
|
2.59%
|
-0.97%
|
-4.30%
|
-3.01%
|
-1.50%
|
For the Year Ended December 31, 2019 Compared to the Years Ended
December 31, 2018 and 2017
On
December 31, 2019, the Fund had 1,775,004 shares outstanding and
net assets of $28,135,131. This is in comparison to 1,725,004
shares outstanding and net assets of $27,942,017 on December 31,
2018 and 575,004 shares outstanding with net assets of $10,264,025
on December 31, 2017. Shares outstanding increased by 50,000 or 3%
for the period of 2019 when compared to 2018. This increase was, in
the opinion of management, due to the continued growth in China's
soybean imports during the period reported. In total, the Fund
issued 650,000 shares and purchased 600,000 shares as part of
creation and redemption baskets in 2019. For the period 2019
compared to 2017, there was an increase in shares outstanding of
1,200,000 or 209%. In total, the Fund issued 1,575,000 shares and
purchased 425,000 shares as part of creation and redemption
baskets, in 2018.
Total
net assets for the Fund were $28,135,131 on December 31, 2019,
compared to $27,942,017 on December 31, 2018 and $10,264,025 on
December 31, 2017. The Net Asset Values (“NAV”) per
share related to these balances were $15.85, $16.20, and $17.85
respectively. When comparing December 31, 2019 with 2018, there was
an increase in total net assets of 1%, which was driven by a
combination of an increase in total shares outstanding of 3% and a
decrease in the NAV per share of ($0.35) or 2%. When comparing
December 31, 2019 with 2017, there was an increase in total net
assets of 174%, which was driven by a combination of an increase in
the number of shares outstanding of 209% and a decrease in the NAV
per share of ($2.00) or 11%. The closing prices per share for 2019,
2018, and 2017, as reported by the NYSE Arca, were $15.83, $16.18,
and $17.88, respectively. The change from December 31, 2019 over
prior years was a 2% decrease from 2018 and a 11% decrease from
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 December 31, 2019 and serves to illustrate the
relative changes of these components.
Total
income for the year ended December 31, 2019 was $981,441 resulting
from the net change in realized loss on commodity futures contracts
totaling ($438,468) and a change in unrealized appreciation on
commodity futures contracts of 742,746. Total loss was ($988,055)
in 2018 and ($632,168) in 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 year ended December 31, 2019, 2018, and
2017, respectively, was $677,163, $460,170, and $152,945. This
increase year-over-year was partially the result of the Sponsor
investing, at times, a portion of the available cash for the Fund
in alternative demand deposit savings accounts with more attractive
overnight deposit rates. The Fund also invests in investment grade
commercial paper with maturities of ninety days or less, these
investments provide a higher rate than money market products
offered in the past. Effective February 1, 2019, the Fund began
investing a portion of the cash held at the broker for initial
margin in short-term U.S. Treasury Securities. Interest rates paid
on cash balances of the Fund increased beginning March 2017 and
continued to increase through June 2019. These higher levels of
interest rates declined in the second half of 2019 and are
projected to remain stable at the current levels through
2020.
Total expenses gross of expenses waived by the Sponsor
(“Total expenses”) for 2019, 2018, and 2017 were
$1,104,945; $1,171,393 and $610,101 respectively. This represents a
($66,448) or 6% decrease for 2019 over 2018 and a $494,844 or 81%
increase for 2019 over 2017. The decrease for 2019 over 2018 was
driven by: 1) a ($78,038) or 29% decrease in professional fees
related to auditing, legal and tax preparation fees; 2) a ($24,162)
or 5% decrease in distribution and marketing expenses; 3) a
($10,601) or 35% decrease in business permits and licenses; and 4)
a ($18,892) or 87% decrease in other expenses. There was
also a ($11,587) or 73% decrease in brokerage commissions due to a
change in accounting policy, see Critical Accounting Policies for a
discussion of this change and Part II for a breakdown of brokerage
commissions paid during the period. These decreases were partially offset by increases
in 1) a $65,865 or 31% increase in management fee paid to the
Sponsor due to higher average net assets; 2) a $5,230 or 9%
increase in custodian fees and expenses; and 3) a $5,737 or 13%
increase in general and administrative expenses. The increases year
over year were generally due to higher average net
assets.
The
increase for 2019 over 2017 was driven by increases in: 1) a
$145,094 or 109% increase in management fee paid to the Sponsor due
to higher average net assets; 2) a $14,493 or 8% increase in
professional fees related to auditing, legal and tax preparation
fees; 3) a $282,260 or 134% increase in distribution and marketing
expenses; 4) a $38,000 or 135% increase in custodian fees and
expenses; 5) a $2,073 or 12% increase in business permits and
licenses; and 6) a $24,070 or 99% increase in general and
administrative expenses. These increases were partially offset by
1) a (6,877) or 71% decrease in other expenses and a ($4,269) or
50% decrease in brokerage commissions due to a change in accounting
policy, see Critical Accounting
Policies for a discussion of this change and Part II for a
breakdown of brokerage commissions paid during the period. The
increases year over year were generally due to higher average net
assets relative to other funds. The total expense ratio gross of
expenses waived by the Sponsor for these years was 3.97% in 2019,
5.52% in 2018, and 4.59% 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 year ended
December 31, 2019, the Sponsor waived fees of $96,303; the Sponsor
has determined that no reimbursement will be sought in future
periods for those expenses which have been waived for the year. The
Sponsor permanently waived $394,591 of expenses in 2018 and
$126,489 in 2017.
Total
expenses net of expenses waived by the Sponsor (“Total
expenses, net”) for 2019, 2018, and 2017 were $1,008,642,
$776,802, and $483,612 respectively. The total expense ratio net of
expenses waived by the Sponsor was 3.63% in 2019, 3.66% in 2018,
and 3.63% in 2017. Net investment loss, which includes the impact
of expenses and interest income, was 1.20% in 2019, 1.49% in 2018,
and 2.48% 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.
Net
cash provided by the Fund’s operating activities during 2019
was $879,437. Net cash used in operating activities by the Fund was
($2,610,095) in 2018 and $933,519 in 2017. In 2019, proceeds from
the sale of shares were $9,627,010 representing 650,000 shares
while payments for the redemption of shares were $9,406,695
representing 600,000 shares. In 2018, $26,403,162 representing
1,575,000 shares while payments for the redemption of shares were
$6,960,313 representing 425,000 shares. In 2017, proceeds from the
sale of shares were $20,374,923 representing 1,100,000 shares while
payments for the redemption of shares were $21,877,218 representing
1,200,000 shares.
The
seasonality patterns for soybean futures prices are impacted by a
variety of factors. These include, but are not limited to, the
harvest in the fall, the planting conditions in the spring, and the
weather throughout the critical germination and growing periods.
Prices for soybean futures are affected by the availability and
demand for substitute agricultural commodities, including corn and
wheat. The price of soybean futures contracts is also influenced by
global economic conditions, including the demand for exports to
other countries. Such factors will impact the performance of the
Fund and the results of operations on an ongoing basis. The Sponsor
cannot predict the impact of such factors.
Teucrium Sugar Fund
The
Teucrium Sugar Fund commenced investment operations on September
19, 2011. The investment objective of the Fund is to have the daily
changes in percentage terms of the Shares’ Net Asset Value
(“NAV”) reflect the daily changes in percentage terms
of a weighted average of the closing settlement prices for three
futures contracts for sugar (“Sugar Futures Contracts”)
that are traded on ICE Futures US (“ICE Futures”),
specifically: (1) the second to expire Sugar No. 11 Futures
Contract (a “Sugar No. 11 Futures Contract”), weighted
35%, (2) the third to expire Sugar No. 11 Futures Contract,
weighted 30%, and (3) the Sugar No. 11 Futures Contract expiring in
the March following the expiration month of the third to expire
contract, weighted 35%. On December 31, 2019, the Fund held a total
of 793 ICE sugar futures contracts with a notional value of
$12,310,211. Of these, 793 had an asset fair value of $347,429. The
weighting of the notional value of the contracts was weighted as
follows: (1) 35% to the MAY20 ICE No 11 contracts, (2) 30% to the
JUL20 ICE No 11 contracts, and (3) 35% to the MAR21 ICE No 11
contracts.
The
benchmark for the Fund is the Teucrium Sugar Index (TCANE) which is
defined as: a weighted average of daily changes in the closing
settlement prices (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%. To convert to an index, 100 is set to $25,
the opening day price of CANE.
The
chart below shows the percent change in the NAV per share for the
Fund, the market price of the Fund shares, represented by the
closing price of the Fund on the NYSE Arca, and TCANE for five
specific periods. The Benchmark does not reflect any impact of
expenses, which would generally reduce the Fund’s NAV, or
interest income, which would generally increase the NAV. The actual
results for the NAV include the impacts of both expenses and
interest income.
Teucrium
Sugar ETF Performance as of
12/31/2019
|
Three
Month
|
Year
to
Date
|
3
Year Annualized
|
5
Year
Annualized
|
Inception
Annualized
|
NAV
|
5.83%
|
-0.45%
|
-18.45%
|
-9.87%
|
-14.18%
|
Price
|
5.25%
|
-0.97%
|
-18.56%
|
-9.99%
|
-14.20%
|
Benchmark
(TCANE)
|
6.28%
|
0.88%
|
-17.13%
|
-8.27%
|
-11.77%
|
For the Year Ended December 31, 2019 Compared to the Years Ended
December 31, 2018 and 2017
On
December 31, 2019, the Fund had 1,750,004 shares outstanding and
net assets of $12,313,180. This is in comparison to 1,525,004
shares outstanding and net assets of $10,778,739 on December 31,
2018 and 650,004 shares outstanding with net assets of $6,363,710
on December 31, 2017. Shares outstanding increased by 225,000 or
15% for the period of 2019 when compared to 2018. This increase
was, in the opinion of management, due to the low price of sugar
and record world demand relative to recent years, which accelerated
investor interest. In 2019, the Fund issued 800,000 shares and
purchased 575,000 shares as part of creation and redemption
baskets. In 2018, the Fund issued 2,450,000 shares and purchased
1,575,000 shares as part of creation and redemption baskets. For
the period 2019 compared to 2017, there was an increase in shares
outstanding of 1,100,000 or 169%. In 2017, the Fund issued 925,000
shares and purchased 700,000 shares as part of creation and
redemption baskets.
Total
net assets for the Fund were $12,313,180 on December 31, 2019,
compared to $10,778,739 on December 31, 2018 and $6,363,710 on
December 31, 2017. The Net Asset Values (“NAV”) per
share related to these balances were $7.04, $7.07, and $9.79
respectively. When comparing December 31, 2019 with 2018, there was
an increase in total net assets of 14%, driven by a combination of
an increase in total shares outstanding of 15% and by a change in
the NAV per share which decreased by ($0.03). When comparing
December 31, 2019 with 2017, there was an increase in total net
assets of 93%, driven by a combination of an increase in total
shares outstanding of 169% and by a decrease in the NAV per share
of ($2.75) or 28%. The closing prices per share for 2019, 2018 and
2017, as reported by the NYSE Arca, were $7.02, $7.09, and $9.78
respectively. The change from December 31, 2019 over prior years
was a 1% decrease from 2018 and a 28% decrease from
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 December 31, 2019 and serves to illustrate the
relative changes of these components.
Total
income for the year ended December 31, 2019 was $515,487 resulting
primarily from the realized gain on commodity futures contracts
totaling $113,747 and a gain generated by the net change in
unrealized appreciation on commodity futures contracts of $161,106.
Total loss was ($1,996,430) in 2018 and ($2,092,835) in 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 year ended December 31, 2019, 2018, and
2017, respectively, was $240,634, $249,417, and $78,889. The decrease from
2019 over 2018, was due to lower average net assets. The increase
over prior years was partially the result of the Sponsor investing,
at times, a portion of the available cash for the Fund in
alternative demand deposit savings accounts with more attractive
overnight deposit rates. The Fund also invests in investment grade
commercial paper with maturities of ninety days or less, these
investments provide a higher rate than money market products
offered in the past. Effective February 1, 2019, the Fund began
investing a portion of the cash held at the broker for initial
margin in short-term U.S. Treasury Securities. Interest rates paid
on cash balances of the Fund increased beginning March 2017 and
continued to increase through June 2019. These higher levels of
interest rates declined in the second half of 2019 and are
projected to remain stable at the current levels through
2020.
Total
expenses gross of expenses waived by the Sponsor (“Total
expenses”) for 2019, 2018, and 2017 were $538,687; $708,276
and $326,587 respectively. This represents a ($169,589) or 24%
decrease for 2019 over 2018 and a $212,100 or 65% increase for 2019
over 2017. The decrease for 2019 over 2018 was driven by: 1) a
($19,038) or 16% decrease in management fee paid to the Sponsor due
to lower average net assets; 2) a ($69,723) or 37% decrease in
professional fees related to auditing, legal and tax preparation
fees; 3) a ($37,964) or 14% decrease in distribution and marketing
expenses; 4) a ($3,966) or 12% decrease in custodian fees and
expenses; 5) a ($10,082) or 34% decrease in business permits and
licenses; 6) a ($9,319) or 81% decrease in other expenses. There
was also a ($20,559) or 86% decrease in brokerage commissions due
to a change in accounting policy, see Critical Accounting Policies for a
discussion of this change and Part II for a breakdown of brokerage
commissions paid during the period. These decreases were marginally
offset by an increase of $1,062 or 4% in general and administrative
expenses. The decreases year over year were generally due to lower
average net assets relative to the other Funds.
The
increase for 2019 over 2017 was driven by increases of 1) a $32,398
or 46% increase in management fee paid to the Sponsor due to higher
average net assets; 2) a $53,096 or 84% increase in professional
fees related to auditing, legal and tax preparation fees; 3) a
$112,917 or 90% increase in distribution and marketing expenses; 4)
a $10,897 or 57% increase in custodian fees and expenses; 5) a
$1,865 or 11% increase in business permits and licenses; and 6) a
$10,778 or 74% increase in general and administrative expenses.
These increases were partially offset by decreases in 1) a ($2,797)
or 57% decrease in other expenses and a ($7,054) or 67% decrease in
brokerage commissions due to a change in accounting policy, see
Critical Accounting
Policies for a discussion of this change and Part II for a
breakdown of brokerage commissions paid during the period. The
increase in expenses year over year were generally due to higher
average net assets. The total expense ratio gross of expenses
waived by the Sponsor for these years was 5.22% in 2019, 5.80% in
2018, and 4.62% 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 year ended
December 31, 2019, the Sponsor waived fees of $171,746; the Sponsor
has determined that no reimbursement will be sought in future
periods for those expenses which have been waived for the year. The
Sponsor permanently waived $268,920 of expenses in 2018 and
$129,334 in 2017.
Total
expenses net of expenses waived by the Sponsor (“Total
expenses, net”) for 2019, 2018 and 2017 were $366,941,
$439,356, and $197,253, respectively. The total expense ratio net
of expenses waived by the Sponsor periods was 3.56% in 2019, 3.60%
in 2018, and 2.79% in 2017. Net investment loss, which includes the
impact of expenses and interest income, was 1.23% in 2019, 1.56% in
2018, and 1.68% 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.
Net
cash provided by the Fund’s operating activities during the
2019 was $567,959. Net cash used in operating activities by the
Fund was ($2,518,149) in 2018 and ($2,301,151) in 2017. In 2019,
proceeds from the sale of shares were $5,467,420 representing
800,000 shares while payments for the redemption of shares were
$4,081,525 representing 575,000 shares. In 2018, proceeds from the
sale of shares were $18,588,300 representing 2,450,000 shares while
payments for the redemption of shares were $11,737,485 representing
1,575,000 shares. In 2017, proceeds from the sale of shares was
$10,190,950 representing 925,000 while payments for the redemption
of shares were $7,051,123 representing 700,000 shares.
Teucrium Wheat Fund
The
Teucrium Wheat Fund commenced investment operations on September
19, 2011. The investment objective of the Fund is to have the daily
changes in percentage terms of the Shares’ Net Asset Value
reflect the daily changes in percentage terms of a weighted average
of the closing settlement prices for three futures contracts for
wheat (“Wheat Futures Contracts”) that are traded on
the Chicago Board of Trade (“CBOT”), specifically: (1)
the second to expire CBOT Wheat Futures Contract, weighted 35%, (2)
the third to expire CBOT Wheat Futures Contract, weighted 30%, and
(3) the CBOT Wheat Futures Contract expiring in the December
following the expiration month of the third to expire contract,
weighted 35%. On December 31, 2019, the Fund held a total of 1,840
CBOT wheat futures contracts with a notional value of $52,236,850.
The contracts had an asset fair value of $5,068,476. The weighting
of the notional value of the contracts was weighted as follows: (1)
35% to MAY20 CBOT contracts, (2) 30% to JUL20 CBOT contracts, and
(3) 35% to DEC20 CBOT contracts.
The
benchmark for the Fund is the Teucrium Wheat Index (TWEAT) which is
defined as: a weighted average of daily changes in the closing
settlement prices of (1) the second to expire Wheat Futures
Contract traded on the CBOT, 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 third to expire contract, weighted 35%. To convert to an
index, 100 is set to $25, the opening day price of WEAT.
The
chart below shows the percent change in the NAV per share for the
Fund, the market price of the Fund shares, represented by the
closing price of the Fund on the NYSE Arca, and TWEAT for five
specific periods. The Benchmark does not reflect any impact of
expenses, which would generally reduce the Fund’s NAV, or
interest income, which would generally increase the NAV. The actual
results for the NAV include the impacts of both expenses and
interest income.
Teucrium
Wheat ETF Performance as of
12/31/2019
|
Three
Month
|
Year
to
Date
|
3
Year Annualized
|
5
Year
Annualized
|
Inception
Annualized
|
NAV
|
9.86%
|
-1.84%
|
-5.38%
|
-14.43%
|
-16.09%
|
Price
|
10.38%
|
-1.35%
|
-5.26%
|
-14.41%
|
-16.07%
|
Benchmark
(TWEAT)
|
10.18%
|
-0.82%
|
-3.72%
|
-12.26%
|
-12.59%
|
For the Year Ended December 31, 2019 Compared to the Years Ended
December 31, 2018 and 2017
On
December 31, 2019, the Fund had 8,950,004 shares outstanding and
net assets of $52,236,196. This is in comparison to 9,275,004
shares outstanding and net assets of $55,149,873 on December 31,
2018 and 10,250,004 shares outstanding with net assets of
$61,416,019 on December 31, 2017. Shares outstanding decreased by
325,000 or 4% for the period of 2019 when compared to 2018. This
decrease was, in the opinion of management, due to larger projected
U.S. supply, reduced domestic use and higher ending stocks. In
2019, the Fund issued 2,175,000 shares and purchased 2,500,000
shares as part of creation and redemption baskets. In 2018, the
Fund issued 2,000,000 shares and purchased 2,975,000 shares as part
of creation and redemption baskets. For the period 2019 compared to
2017, there was a decrease in shares outstanding of 1,300,000
shares or 13%. In 2017, the Fund issued 5,375,000 shares and
purchased 4,175,000 shares as part of creation and redemption
baskets.
Total
net assets for the Fund were $52,236,196 on December 31, 2019,
compared to $55,149,873 on December 31, 2018 and $61,416,019 on
December 31, 2017. The Net Asset Values (“NAV”) per
share related to these balances were $5.84, $5.95, and $5.99
respectively. When comparing December 31, 2019 with 2018, the net
assets decreased by 5%, which was driven by a decrease in the
number of shares outstanding of 4%. When comparing December 31,
2019 with 2017, there was a decrease in total net assets of 15%,
driven by a combination of a decrease in total shares outstanding
of 13% and a decrease in the NAV per share of ($0.15) or 3%. The
closing prices per share for 2019, 2018 and 2017, as reported by
the NYSE Arca, were $5.85, $5.93, and $6.00, respectively. The
change from December 31, 2019 over prior years was a 1% decrease
from 2018 and a 3% decrease from 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 December 31, 2019 and serves to illustrate the
relative changes of these components.
The total income for the year ended December 31, 2019 was $750,183
resulting primarily from the net change in realized loss on
commodity futures contracts totaling ($9,623,635), and by a net
change in unrealized appreciation of commodity futures contracts of
$9,053,876. Total income (loss) was $2,455,989 in 2018, and
($3,234,218) in 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 year ended December 31, 2019,
2018, and 2017, respectively, was $1,319,942, $1,343,227, and
$745,357. The decrease from 2019 over 2018, was due to lower
average net assets. The increase over prior years was
partially the result of the
Sponsor investing, at times, a portion of the available cash for
the Fund in alternative demand deposit savings accounts with more
attractive overnight deposit rates. The Fund also invests in
investment grade commercial paper with maturities of ninety days or
less, these investments provide a higher rate than money market
products offered in the past. Effective February 1, 2019, the Fund
began investing a portion of the cash held at the broker for
initial margin in short-term U.S. Treasury Securities. Interest
rates paid on cash balances of the Fund increased beginning March
2017 and continued to increase through June 2019. These higher
levels of interest rates declined in the second half of 2019 and
are projected to remain stable at the current levels through
2020.
Total
expenses gross of expenses waived by the Sponsor (“Total
expenses”) for 2019, 2018, and 2017 were $1,844,628;
$2,675,481 and $2,678,613 respectively. This represents a
($830,853) or 31% decrease for 2019 over 2018 and a ($833,985) or
31% decrease for 2019 over 2017. The decrease for 2019 over 2018
was driven by: 1) a ($113,743) or 18% decrease in management fee
paid to the Sponsor due to lower average net assets; 2) a
($225,542) or 39% decrease in professional fees related to
auditing, legal and tax preparation fees; 3) a ($359,648) or 33%
decrease in distribution and marketing expenses; 4) a ($28,603) or
23% decrease in custodian fees and expenses;5) a ($31,407) or 30%
decrease in general and administrative expenses; and 6) a ($34,786)
or 81% decrease in other expenses. There was also a ($48,838) or
77% decrease in brokerage commissions due to a change in accounting
policy, see Critical Accounting
Policies for a discussion of this change and Part II for a
breakdown of brokerage commissions paid during the period. These
decreases were offset by a $11,714 or 56% increase in business
permits and licenses. The decreases in operating expenses were
generally due to expense controls undertaken by the Sponsor and
lower average net assets relative to the other Funds.
The
decrease for 2019 over 2017 was driven by: 1) a ($119,357) or 18%
decrease in management fee paid to the Sponsor due to lower average
net assets; 2) a ($236,192) or 40% decrease in professional fees
related to auditing, legal and tax preparation fees; 3) a
($335,233) or 31% decrease in distribution and marketing expenses;
4) a ($46,124) or 32% decrease in custodian fees and expenses; 5) a
($34,922) or 33% decrease in general and administrative
expenses;and 6) a ($29,218) or 78% decrease in other expenses.
There was also a ($44,679) or 75% decrease in brokerage commissions
due to a change in accounting policy, see Critical Accounting Policies for a
discussion of this change and Part II for a breakdown of brokerage
commissions paid during the period. The decreases in operating
expenses were due to expense controls undertaken by the Sponsor and
lower average net assets relative to the other Funds. The total
expense ratio gross of expenses waived by the Sponsor for these
years was 3.45% in 2019, 4.13% in 2018, and 4.09% in 2017. The
management fee is calculated at an annual rate of 1% of the
Fund’s daily average net assets.
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 year ended
December 31, 2019, the Sponsor waived fees of $2,500; the Sponsor
has determined that no reimbursement will be sought in future
periods for those expenses which have been waived for the year. The
Sponsor permanently waived $234,736 of expenses in 2018 and
$323,244 in 2017.
Total
expenses net of expenses waived by the Sponsor and reimbursement to
the Sponsor for previously waived expenses (“Total expenses,
net”) for 2019, 2018 and 2017 were $1,842,128, $2,440,745,
and $2,355,369 respectively. The total expense ratio net of
expenses waived by the Sponsor periods was 3.44% in 2019, 3.76% in
2018, and 3.60% in 2017. Net investment loss, which includes the
impact of expenses and interest income, was 0.97% in 2019, 1.69% in
2018, and 2.46% 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.
Net
cash (used in) provided by the Fund’s operating activities
during the period was ($10,011,072) in 2019, $10,649,606 in 2018
and ($4,660,527) in 2017. In 2019, proceeds from the sale of shares
were $11,940,413 representing 2,175,000 shares while payments for
redemption of shares were $13,762,145 representing 2,500,000
shares. In 2018, proceeds from the sale of shares were $12,997,590
representing 2,000,000 shares while payments for redemption of
shares were $19,278,980 representing 2,975,000 shares. In 2017,
proceeds from the sale of shares were $35,809,657 representing
5,375,000 shares while payments for the redemption of shares were
$31,148,810 representing 4,175,000 shares.
The
seasonality patterns for wheat futures prices are impacted by a
variety of factors. These include, but are not limited to, the
harvest in the fall, the planting conditions in the spring, and the
weather throughout the critical germination and growing periods.
Prices for wheat futures are affected by the availability and
demand for substitute agricultural commodities, including corn and
soybeans. The price of wheat futures contracts is also influenced
by global economic conditions, including the demand for exports to
other countries. Such factors will impact the performance of the
Fund and the results of operations on an ongoing basis. The Sponsor
cannot predict the impact of such factors.
Teucrium Agricultural Fund
The
Teucrium Agricultural Fund commenced operation on March 28, 2012.
On April 22, 2011, an initial registration statement was filed with
the Securities and Exchange Commission (“SEC”). On
February 10, 2012, the Fund’s initial registration of
5,000,000 shares on Form S-1 was declared effective by the U.S.
Securities and Exchange Commission (“SEC”). On March
28, 2012, the Fund listed its shares on the NYSE Arca under the
ticker symbol “TAGS.” On the business day prior to
that, the Fund issued 300,000 shares in exchange for $15,000,000 at
the Fund’s initial NAV of $50 per share. The Fund also
commenced investment operations on March 28, 2012 by purchasing
shares of the Underlying Funds. On December 31, 2011, the Fund had
two shares outstanding, which were owned by the
Sponsor.
The
investment objective of the Fund is to have the daily changes in
percentage terms of the Net Asset Value (“NAV”) of its
common units (“Shares”) reflect the daily changes in
percentage terms of a weighted average (the “Underlying Fund
Average”) of the NAVs per share of four other commodity pools
that are series of the Trust and are sponsored by the Sponsor: the
Teucrium Corn Fund (“CORN”), the Teucrium Wheat Fund
(“WEAT”), the Teucrium Soybean Fund
(“SOYB”) and the Teucrium Sugar Fund
(“CANE”) (collectively, the “Underlying
Funds”). The Underlying Fund Average will have a weighting of
25% to each Underlying Fund, and the Fund’s assets will be
rebalanced, generally on a daily basis, to maintain the approximate
25% allocation to each Underlying Fund. The Fund does not intend to
invest directly in futures contracts (“Futures
Contracts”), although it reserves the right to do so in the
future, including if an Underlying Fund ceases
operation.
The
investment objective of each Underlying Fund is to have the daily
changes in percentage terms of its shares’ NAV reflect the
daily changes in percentage terms of a weighted average of the
closing settlement prices for certain Futures Contracts for the
commodity specified in the Underlying Fund’s name. (This
weighted average is referred to herein as the Underlying
Fund’s “Benchmark,” the Futures Contracts that at
any given time make up an Underlying Fund’s Benchmark are
referred to herein as the Underlying Fund’s “Benchmark
Component Futures Contracts,” and the commodity specified in
the Underlying Fund’s name is referred to herein as its
“Specified Commodity.”) Specifically, the Teucrium Corn
Fund’s Benchmark is: (1) the second to expire Futures
Contract for corn traded on the Chicago Board of Trade
(“CBOT”), weighted 35%, (2) the third to expire CBOT
corn Futures Contract, weighted 30%, and (3) the CBOT corn Futures
Contract expiring in the December following the expiration month of
the third to expire contract, weighted 35%. The Teucrium Wheat
Fund’s Benchmark is: (1) the second to expire CBOT wheat
Futures Contract, weighted 35%, (2) the third to expire CBOT wheat
Futures Contract, weighted 30%, and (3) the CBOT wheat Futures
Contract expiring in the December following the expiration month of
the third to expire contract, weighted 35%. The Teucrium Soybean
Fund’s Benchmark is: (1) the second to expire CBOT soybean
Futures Contract, weighted 35%, (2) the third to expire CBOT
soybean Futures Contract, weighted 30%, and (3) the CBOT soybean
Futures Contract expiring in the November following the expiration
month of the third to expire contract, weighted 35%, except that
CBOT soybean Futures Contracts expiring in August and September
will not be part of the Teucrium Soybean Fund’s Benchmark
because of the less liquid market for these Futures Contracts. The
Teucrium Sugar Fund’s Benchmark is: (1) the second to expire
Sugar No. 11 Futures Contract traded on ICE Futures US (“ICE
Futures”), weighted 35%, (2) the third to expire ICE Futures
Sugar No. 11 Futures Contract, weighted 30%, and (3) the ICE
Futures Sugar No. 11 Futures Contract expiring in the March
following the expiration month of the third to expire contract,
weighted 35%.
On
December 31, 2019, the Fund held: 1) 24,308 shares of CORN with a
fair value of $360,286; 2) 63,637 shares of WEAT with a fair value
of $371,411; 3) 23,431 shares of SOYB with a fair value of
$371,397; and 4) 53,124 shares of CANE with a fair value of
$373,786. The weighting on December 31, 2019 was 25% to CORN, 25%
to WEAT, 25% to SOYB and 25% to CANE.
The
benchmark for the Fund is the Teucrium Agricultural Index (TTAGS)
which is defined as: a weighted average of the daily changes in
percentage terms of the Shares’ NAV 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 Fund seeks to achieve its
investment objective by investing under normal market conditions in
the publicly-traded shares of each Underlying Fund so that 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. To convert to an index, 100 is
set to $50 the opening day price of TAGS.
|
The
chart below shows the percent change in the NAV per share for the
Fund, the market price of the Fund shares, represented by the
closing price of the Fund on the NYSE Arca, and TTAGS for five
periods. The Benchmark does not reflect any impact of expenses,
which would generally reduce the Fund’s NAV, or interest
income, which would generally increase the NAV. The actual results
for the NAV include the impacts of both expenses and interest
income.
Teucrium
Agricultural ETF Performance as of
12/31/2019
|
Three
Month
|
Year
to
Date
|
3
Year Annualized
|
5
Year
Annualized
|
Inception
Annualized
|
NAV
|
3.75%
|
-3.02%
|
-9.19%
|
-9.82%
|
-11.29%
|
Price
|
3.52%
|
-4.55%
|
-8.62%
|
-9.93%
|
-11.36%
|
Benchmark
(TTAGS)
|
3.85%
|
-2.40%
|
-8.72%
|
-9.31%
|
-10.79%
|
For the Year Ended December 31, 2019 Compared to the Years Ended
December 31, 2018 and 2017
On
December 31, 2019, the Fund had 75,002 shares outstanding and
75,002 for the same period in 2018 and 50,002 in 2017 respectively.
The net assets of the Fund were $1,478,780 in 2019, $1,524,760 in
2018, and $1,137,639 in 2017. There were no shares issued or
redeemed in 2019. In 2018, the Fund issued 25,000 shares as part of
creation baskets and there were no shares issued or redeemed in
2017. Effective August 2, 2012 through April 9, 2018, the Fund was
at 50,002 shares outstanding which represents a minimum number of
shares and there could be no further redemptions until additional
shares are created.
Total
net assets for the Fund were $1,478,780 on December 31, 2019,
compared to $1,524,760 on December 31, 2018 and $1,137,639 on
December 31, 2017. The Net Asset Values (“NAV”) per
share related to these balances were $19.72, $20.33, and $22.75
respectively. When comparing December 31, 2019 with 2018, there was
a decrease in total net assets of 3%, which was driven by a change
in the NAV per share which decreased by ($0.61) or 3%. When
comparing December 31, 2019 with 2017, there was an increase in
total net assets of 30%, which was driven by a combination of a
change in the NAV per share which decreased by ($3.03) or 13% and
an increase in the number of shares outstanding of 50%. The closing
prices per share for 2019, 2018 and 2017, as reported by the NYSE
Arca, were $19.60, $20.53, and $22.10, respectively. The change
from December 31, 2019 over prior years was a 5% decrease from 2018
and 11% decrease from 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 December 31, 2019 and serves to illustrate the
relative changes of these components.
Total
loss for 2019 was ($43,198) resulting from the realized loss on the
securities of the Underlying Funds totaling ($109,378) and a gain
generated by the unrealized appreciation on the securities of the
Underlying Funds of $66,117. Total loss for the period in 2018 and
2017 was ($184,882) and ($172,520), respectively. Realized gain or
loss on the securities of the Underlying Funds is a function of 1)
the change in the price of particular contracts sold in relation to
redemption of shares, and 2) the gain or loss associated with
rebalancing trades which are made to ensure conformance to the
benchmark. Unrealized gain or loss on the securities of the
Underlying Funds is a function of the change in the price of shares
held on the final date of the period versus the purchase price for
each and the number held. The Sponsor has a static benchmark as
described above and trades futures contracts to adhere to that
benchmark and to adjust for the creation or redemption of
shares.
Total
expenses gross of expenses waived by the Sponsor (“Total
expenses”) for 2019, 2018, and 2017 were $43,299; $55,470 and
$46,481 respectively. This represents a $12,171 or 22% decrease for
2019 over 2018 and a $3,182 or 7% decrease for 2019 over 2017. The
decrease for 2019 over 2018 was driven by decreases in all expense
categories, specifically: 1) a ($6,329) or 38% decrease in
professional fees related to auditing, legal and tax preparation
fees; 2) a ($3,876) or 18% decrease in distribution and marketing
expenses; 3) a ($395) or 15% decrease in custodian fees and
expenses; 4) a ($208) or 2% decrease in business permits and
licenses; 5) a ($583) or 28% decrease in general and administrative
expenses; and 6) a ($780) or 94% decrease in other expenses. The
decreases year over year were generally due to lower average net
assets relative to other funds.
The
slight decrease for 2019 over 2017 was driven by decreases in: 1) a
($4,795) or 32% decrease in professional fees related to auditing,
legal and tax preparation fees; 2) a ($165) or 1% decrease in
business permits and licenses; 3) a ($248) or 14% decrease in
general and administrative expenses; and 4) a ($571) or 91%
decrease in other expenses. These decreases were partially offset
by increases in 1) a $2,528 or 17% increase in distribution and
marketing expenses: and 2) a $69 or 3% increase in custodian fees
and expenses. The total expense ratio gross of expenses waived by
the Sponsor for these years was 2.96% in 2019, 3.77% in 2018, and
3.74% in 2017.
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 year ended December 31, 2019, the Sponsor
waived fees of $40,517; the Sponsor has determined that no
reimbursement will be sought in future periods for those expenses
which have been waived for the year. The Sponsor permanently waived
$48,366 of expenses in 2018 and $40,270 of expenses in
2017.
Total
expenses net of expenses waived by the Sponsor (“Total
expenses, net”) for 2019, 2018 and 2017 were $2,782, $7,104,
and $6,211 respectively. The total expense ratio net of expenses
waived by the Sponsor for these periods was 0.19% in 2019, 0.48% in
2018, and 0.50% in 2017.
Other
than the brokerage commissions, most of the expenses incurred by
the Fund are associated with the day-to-day operation of the Fund
and the necessary functions related to regulatory compliance. These
are generally based on contracts, which extend for some period of
time and up to one year, or commitments regardless of the level of
assets under management. The structure of the Fund and the nature
of the expenses are such that as total net assets grow, there is a
scalability of expenses that may allow the net expense ratio to be
reduced. As the Sponsor has initiated a percentage based daily
expense accrual for the Fund, even if total net assets for the Fund
fall, the total expense ratio of the Fund will not increase. The
Sponsor can elect to adjust the daily expense accruals at its
discretion based on market conditions and other Fund
considerations.
Net
cash (used in) provided by the Fund’s operating activities
during the period was ($229) in 2019, ($578,719) in 2018, and $114
in 2017. There were no proceeds from creation baskets or payments
for redemption baskets in 2019 and 2017. In 2018, proceeds from the
sale of shares were $579,107 representing 25,000 shares and there
were no payments for redemption baskets.
Benchmark Performance
Investing
in Commodity Interests subjects the Funds to the risks of the
underlying commodity market, and this could result in substantial
fluctuations in the price of each Fund’s Shares. Unlike
mutual funds, the Funds 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. 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, 2019 through December 31, 2019, 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 the
Fund, as stated in the prospectus for each Fund.
Frequency Distribution of Premiums and Discounts
Description
The
frequency distribution charts below present information about the
difference between the daily market price for Shares of each Fund
and the Fund’s reported Net Asset Value per share. The amount
that a Fund’s market price is above the reported NAV is
called the premium. The amount that a Fund’s market price is
below the reported NAV is called the discount. The market price is
determined using the midpoint between the highest bid and the
lowest offer on the listing exchange, as of the time that a
Fund’s NAV is calculated (usually 4:00 p.m., (EST)). The
chart shows the premium or discount expressed in basis points and
the number of trading days in which a Fund traded within the
premium/discount range indicated. The charts are also available on
the website for each Fund on a quarterly basis.
*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
The performance
data above for the Teucrium Corn Fund represents past performance.
Past performance is not a guarantee of future results. Investment
return and value of the Fund’s Shares will fluctuate so that
an investor’s Shares, when sold, may be worth more or less
than their original cost. Performance may be lower or higher than
performance data quoted.
The 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.
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.
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.
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.
Off Balance Sheet Financing
As of
December 31, 2019, 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.
Liquidity and Capital Resources
The
Funds do not anticipate making use of borrowings or other lines of
credit to meet their obligations. The Funds meet their liquidity
needs in the normal course of business from the proceeds of the
sale of their investments from the cash, cash equivalents and/or
the Treasuries Securities that they intend to hold, and/or from the
fee waivers provided by the Sponsor. The Funds’ liquidity
needs include redeeming their shares, providing margin deposits for
existing Futures Contracts or the purchase of additional Futures
Contracts, posting collateral for over the counter Commodity
Interests, and paying expenses.
The
Funds generate cash primarily from (i) the sale of Creation Baskets
and (ii) interest earned on cash and cash equivalents. Generally,
all of the net assets of the Funds are allocated to trading in
Commodity Interests. Most of the assets of the Funds are held in
cash and/or cash equivalents. The percentage that such assets bear
to the total net assets will vary from period to period as the
market values of the Commodity Interests change. Interest earned on
interest-bearing assets of a Fund are paid to that
Fund.
The
investments of a Fund in Commodity Interests are subject to periods
of illiquidity because of market conditions, regulatory
considerations and other reasons. For example, U.S. futures
exchanges limit the fluctuations in the prices of certain Futures
Contracts during a single day by regulations referred to as
“daily limits.” During a single day, no trades may be
executed at prices beyond the daily limit. Once the price of such a
Futures Contract has increased or decreased by an amount equal to
the daily limit, positions in the contracts can neither be taken
nor liquidated unless the traders are willing to effect trades at
or within the limit. Such market conditions could prevent the Fund
from promptly liquidating a position in Futures
Contracts.
Market Risk
Trading
in Commodity Interests such as Futures Contracts will involve the
Funds entering into contractual commitments to purchase or sell
specific amounts of commodities at a specified date in the future.
The gross or face amount of the contracts is expected to
significantly exceed the future cash requirements of each Fund as
each Fund intends to close out any open positions prior to the
contractual expiration date. As a result, each Fund’s market
risk is the risk of loss arising from the decline in value of the
contracts, not from the need to make delivery under the contracts.
The Funds consider the “fair value” of derivative
instruments to be the unrealized gain or loss on the contracts. The
market risk associated with the commitment by the Funds to purchase
a specific commodity will be limited to the aggregate face amount
of the contacts held.
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 Interests markets and the
relationships among the contracts held by each Fund.
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 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.
ED&F
Man Capital Markets Inc. (“ED&F Man”) is the
Funds’ FCM and the clearing broker to execute and clear the
Funds’ futures and provide other brokerage-related
services.
The
Funds, other than TAGS, will generally retain cash positions of
approximately 95% of total net assets; this balance represents the
total net assets less the initial margin requirements held by the
FCM. These cash assets are either: 1) deposited by the Sponsor in
demand deposit accounts of financial institutions which are deemed
by the Sponsor to be of investment level quality, 2) held in a
money-market fund which is deemed to be a cash equivalent under the
most recent SEC definition, or 3) held in a cash equivalent with a
maturity of 90 days or less that is deemed by the Sponsor to be of
investment level quality.
Item 7A. Quantitative and Qualitative
Disclosures about Market Risks
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 primarily on the
market price of the specific commodities held by the Fund. The
market price of the commodities depends in part on the volatility
of interest rates and foreign exchange rates and the liquidity of
the commodity specific markets. TAGS is subject to the risks of the
commodity specific futures contracts of the Underlying Funds as the
fair value of its holdings is based on the NAV of each of the
Underlying Funds, each of which is directly impacted by the factors
discussed above.
The
tables below present a quantitative analysis of hypothetical impact
of price decreases and increases in each of the commodity futures
contracts held by each of the Funds, or the Underlying Funds in the
case of TAGS, on the actual holdings and NAV per share as of
December 31, 2019. 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.
Quantitative Risk Analysis
CORN:
|
December 31, 2019 as Reported
|
10% Decrease
|
15% Decrease
|
20% Decrease
|
10% Increase
|
15% Increase
|
20% Increase
|
||
Holdings as of December 31, 2019
|
Number of Contracts Held
|
Closing Price
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
CBOT Corn Futures MAY20
|
1,334
|
$ 3.9475
|
$ 26,329,825
|
$ 23,696,843
|
$ 22,380,351
|
$ 21,063,860
|
$ 28,962,808
|
$ 30,279,299
|
$ 31,595,790
|
CBOT Corn Futures JUL20
|
1,126
|
$ 4.0100
|
$ 22,576,300
|
$ 20,318,670
|
$ 19,189,855
|
$ 18,061,040
|
$ 24,833,930
|
$ 25,962,745
|
$ 27,091,560
|
CBOT Corn Futures DEC20
|
1,308
|
$ 4.0250
|
$ 26,323,500
|
$ 23,691,150
|
$ 22,374,975
|
$ 21,058,800
|
$ 28,955,850
|
$ 30,272,025
|
$ 31,588,200
|
Total CBOT Corn Futures
|
|
|
$ 75,229,625
|
$ 67,706,663
|
$ 63,945,181
|
$ 60,183,700
|
$ 82,752,588
|
$ 86,514,069
|
$ 90,275,550
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding
|
|
|
5,075,004
|
5,075,004
|
5,075,004
|
5,075,004
|
5,075,004
|
5,075,004
|
5,075,004
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share attributable directly to CBOT Corn
Futures
|
|
|
$ 14.82
|
$ 13.34
|
$ 12.60
|
$ 11.86
|
$ 16.31
|
$ 17.05
|
$ 17.79
|
Total Net Asset Value per Share as reported
|
|
|
$ 14.82
|
|
|
|
|
|
|
Change in the Net Asset Value per Share
|
|
|
|
$ (1.48)
|
$ (2.22)
|
$ (2.96)
|
$ 1.48
|
$ 2.22
|
$ 2.96
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net Asset Value per Share
|
|
|
|
-10.00%
|
-15.00%
|
-20.00%
|
10.00%
|
15.00%
|
20.00%
|
SOYB:
|
December 31, 2019 as Reported
|
10% Decrease
|
15% Decrease
|
20% Decrease
|
10% Increase
|
15% Increase
|
20% Increase
|
||
Holdings as of December 31, 2019
|
Number of Contracts Held
|
Closing Price
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
CBOT Soybean Futures MAR20
|
207
|
$ 9.5550
|
$ 9,889,425
|
$ 8,900,483
|
$ 8,406,011
|
$ 7,911,540
|
$ 10,878,368
|
$ 11,372,839
|
$ 11,867,310
|
CBOT Soybean Futures MAY20
|
175
|
$ 9.6875
|
$ 8,476,563
|
$ 7,628,906
|
$ 7,205,078
|
$ 6,781,250
|
$ 9,324,219
|
$ 9,748,047
|
$ 10,171,875
|
CBOT Soybean Futures NOV20
|
200
|
$ 9.7875
|
$ 9,787,500
|
$ 8,808,750
|
$ 8,319,375
|
$ 7,830,000
|
$ 10,766,250
|
$ 11,255,625
|
$ 11,745,000
|
Total CBOT Soybean
Futures
|
|
|
$ 28,153,488
|
$ 25,338,139
|
$ 23,930,464
|
$ 22,522,790
|
$ 30,968,837
|
$ 32,376,511
|
$ 33,784,185
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding
|
|
|
1,775,004
|
1,775,004
|
1,775,004
|
1,775,004
|
1,775,004
|
1,775,004
|
1,775,004
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share attributable directly to CBOT Soybean
Futures
|
|
|
$ 15.86
|
$ 14.27
|
$ 13.48
|
$ 12.69
|
$ 17.45
|
$ 18.24
|
$ 19.03
|
Total Net Asset Value per Share as reported
|
|
|
$ 15.85
|
|
|
|
|
|
|
Change in the Net Asset Value per Share
|
|
|
|
$ (1.59)
|
$ (2.38)
|
$ (3.17)
|
$ 1.59
|
$ 2.38
|
$ 3.17
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net Asset Value per Share
|
|
|
|
-10.01%
|
-15.01%
|
-20.01%
|
10.01%
|
15.01%
|
20.01%
|
CANE:
|
December 31, 2019 as Reported
|
10% Decrease
|
15% Decrease
|
20% Decrease
|
10% Increase
|
15% Increase
|
20% Increase
|
||
Holdings as of December 31, 2019
|
Number of Contracts Held
|
Closing Price
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
ICE #11 Sugar Futures MAY20
|
284
|
$ 0.1354
|
$ 4,306,803
|
$ 3,876,123
|
$ 3,660,783
|
$ 3,445,443
|
$ 4,737,484
|
$ 4,952,824
|
$ 5,168,164
|
ICE #11 Sugar Futures JUL20
|
241
|
$ 0.1366
|
$ 3,687,107
|
$ 3,318,396
|
$ 3,134,041
|
$ 2,949,686
|
$ 4,055,818
|
$ 4,240,173
|
$ 4,424,529
|
ICE #11 Sugar Futures MAR21
|
268
|
$ 0.1438
|
$ 4,316,301
|
$ 3,884,671
|
$ 3,668,856
|
$ 3,453,041
|
$ 4,747,931
|
$ 4,963,746
|
$ 5,179,561
|
Total ICE #11 Sugar
Futures
|
|
|
$ 12,310,211
|
$ 11,079,190
|
$ 10,463,680
|
$ 9,848,170
|
$ 13,541,233
|
$ 14,156,743
|
$ 14,772,254
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding
|
|
|
1,750,004
|
1,750,004
|
1,750,004
|
1,750,004
|
1,750,004
|
1,750,004
|
1,750,004
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share attributable directly to ICE #11 Sugar
Futures
|
|
|
$ 7.03
|
$ 6.33
|
$ 5.98
|
$ 5.63
|
$ 7.74
|
$ 8.09
|
$ 8.44
|
Total Net Asset Value per Share as reported
|
|
|
$ 7.04
|
|
|
|
|
|
|
Change in the Net Asset Value per Share
|
|
|
|
$ (0.70)
|
$ (1.06)
|
$ (1.41)
|
$ 0.70
|
$ 1.06
|
$ 1.41
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net Asset Value per Share
|
|
|
|
-10.00%
|
-15.00%
|
-20.00%
|
10.00%
|
15.00%
|
20.00%
|
WEAT:
|
December 31, 2019 as Reported
|
10% Decrease
|
15% Decrease
|
20% Decrease
|
10% Increase
|
15% Increase
|
20% Increase
|
||
Holdings as of December 31, 2019
|
Number of Contracts Held
|
Closing Price
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
Notional Amount
|
CBOT Wheat Futures MAY20
|
650
|
$ 5.6175
|
$ 18,256,875
|
$ 16,431,188
|
$ 15,518,344
|
$ 14,605,500
|
$ 20,082,563
|
$ 20,995,406
|
$ 21,908,250
|
CBOT Wheat Futures JUL20
|
556
|
$ 5.6350
|
$ 15,665,300
|
$ 14,098,770
|
$ 13,315,505
|
$ 12,532,240
|
$ 17,231,830
|
$ 18,015,095
|
$ 18,798,360
|
CBOT Wheat Futures DEC20
|
634
|
$ 5.7775
|
$ 18,314,675
|
$ 16,483,208
|
$ 15,567,474
|
$ 14,651,740
|
$ 20,146,143
|
$ 21,061,876
|
$ 21,977,610
|
Total CBOT Wheat Futures
|
|
|
$ 52,236,850
|
$ 47,013,166
|
$ 44,401,323
|
$ 41,789,480
|
$ 57,460,536
|
$ 60,072,377
|
$ 62,684,220
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding
|
|
|
8,950,004
|
8,950,004
|
8,950,004
|
8,950,004
|
8,950,004
|
8,950,004
|
8,950,004
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share attributable directly to CBOT Wheat
Futures
|
|
|
$ 5.84
|
$ 5.25
|
$ 4.96
|
$ 4.67
|
$ 6.42
|
$ 6.71
|
$ 7.00
|
Total Net Asset Value per Share as reported
|
|
|
$ 5.84
|
|
|
|
|
|
|
Change in the Net Asset Value per Share
|
|
|
|
$ (0.58)
|
$ (0.88)
|
$ (1.17)
|
$ 0.58
|
$ 0.88
|
$ 1.17
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net Asset Value per Share
|
|
|
|
-9.99%
|
-14.99%
|
-19.99%
|
9.99%
|
14.99%
|
19.99%
|
TAGS:
|
December 31, 2019 as Reported
|
10% Decrease
|
15% Decrease
|
20% Decrease
|
10% Increase
|
15% Increase
|
20% Increase
|
||
Holdings as of December 31, 2019
|
Number of Shares Held
|
Closing NAV
|
Fair Value
|
Fair Value
|
Fair Value
|
Fair Value
|
Fair Value
|
Fair Value
|
Fair Value
|
Teucrium Corn Fund
|
24,308
|
$ 14.8200
|
$ 360,286
|
$ 324,257
|
$ 306,243
|
$ 288,229
|
$ 396,315
|
$ 414,329
|
$ 432,343
|
Teucrium Soybean Fund
|
23,431
|
$ 15.8500
|
$ 371,397
|
$ 334,257
|
$ 315,687
|
$ 297,118
|
$ 408,537
|
$ 427,107
|
$ 445,676
|
Teucrium Sugar Fund
|
53,124
|
$ 7.0400
|
$ 373,786
|
$ 336,407
|
$ 317,718
|
$ 299,029
|
$ 411,165
|
$ 429,854
|
$ 448,543
|
Teucrium Wheat Fund
|
63,637
|
$ 5.8400
|
$ 371,411
|
$ 334,270
|
$ 315,699
|
$ 297,129
|
$ 408,552
|
$ 427,123
|
$ 445,693
|
Total value of shares of the
Underlying Funds
|
|
|
$ 1,476,880
|
$ 1,329,191
|
$ 1,255,347
|
$ 1,181,505
|
$ 1,624,569
|
$ 1,698,413
|
$ 1,772,255
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding
|
|
|
75,002
|
75,002
|
75,002
|
75,002
|
75,002
|
75,002
|
75,002
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share attributable directly to shares of the
Underlying Funds
|
|
|
$ 19.69
|
$ 17.72
|
$ 16.74
|
$ 15.75
|
$ 21.66
|
$ 22.64
|
$ 23.63
|
Total Net Asset Value per Share as reported
|
|
|
$ 19.72
|
|
|
|
|
|
|
Change in the Net Asset Value per Share
|
|
|
|
$ (1.97)
|
$ (2.95)
|
$ (3.94)
|
$ 1.97
|
$ 2.95
|
$ 3.94
|
|
|
|
|
|
|
|
|
|
|
Percent Change in the Net Asset Value per Share
|
|
|
|
-9.99%
|
-14.98%
|
-19.97%
|
9.99%
|
14.98%
|
19.97%
|
Qualitative Risk Analysis
Margin
is the minimum amount of funds that must be deposited by a
commodity interest trader with the trader’s broker to
initiate and maintain an open position in futures contracts. A
margin deposit acts to assure the trader’s performance of the
futures contracts purchased or sold. Futures contracts are
customarily bought and sold on initial margin that represents a
very small percentage of the aggregate purchase or sales price of
the contract. Because of such low margin requirements, price
fluctuations occurring in the futures markets may create profits
and losses that, in relation to the amount invested, are greater
than are customary in other forms of investment or speculation. As
discussed below, adverse price changes in the futures contract may
result in margin requirements that greatly exceed the initial
margin. In addition, the amount of margin required in connection
with a particular futures contract is set from time to time by the
exchange on which the contract is traded and may be modified from
time to time by the exchange during the term of the contract.
Brokerage firms, such as the Funds’ clearing brokers,
carrying accounts for traders in commodity interest contracts
generally require higher amounts of margin as a matter of policy to
further protect themselves. Over the counter trading generally
involves the extension of credit between counterparties, so the
counterparties may agree to require the posting of collateral by
one or both parties to address credit exposure.
When a
trader purchases an option, there is no margin requirement;
however, the option premium must be paid in full. When a trader
sells an option, on the other hand, he or she is required to
deposit margin in an amount determined by the margin requirements
established for the underlying interest and, in addition, an amount
substantially equal to the current premium for the option. The
margin requirements imposed on the selling of options, although
adjusted to reflect the probability that out-of-the-money options
will not be exercised, can in fact be higher than those imposed in
dealing in the futures markets directly. Complicated margin
requirements apply to spreads and conversions, which are complex
trading strategies in which a trader acquires a mixture of options
positions and positions in the underlying interest.
Ongoing
or “maintenance” margin requirements are computed each
day by a trader’s clearing broker. When the market value of a
particular open futures contract changes to a point where the
margin on deposit does not satisfy maintenance margin requirements,
a margin call is made by the broker. If the margin call is not met
within a reasonable time, the broker may close out the
trader’s position. With respect to the Funds’ trading,
the Funds (and not their shareholders personally) are subject to
margin calls.
Finally,
many major U.S. exchanges have passed certain cross margining
arrangements involving procedures pursuant to which the futures and
options positions held in an account would, in the case of some
accounts, be aggregated, and margin requirements would be assessed
on a portfolio basis, measuring the total risk of the combined
positions.
The
Dodd-Frank Act requires the CFTC, the SEC and the Office of the
Comptroller of the Currency, the Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the Farm
Credit System and the Federal Housing Finance Agency (collectively,
the “Prudential Regulators”) to establish “both
initial and variation margin requirements on all swaps that are not
cleared by a registered clearing organization” (i.e.,
uncleared or over the counter swaps). The proposed rules would
require swap dealers and major swap participants to collect both
variation and initial margin from counterparties known as
“financial end-users” such as the Funds or Underlying
Funds and in certain circumstances require these swap dealers or
major swap participants to post variation margin or initial margin
to the Funds or Underlying Funds. The CFTC and the Prudential
Regulators finalized these rules in 2016 and compliance became
necessary in September 2016.
An
“exchange for related position” (“EFRP”)
can be used by the Fund as a technique to facilitate the exchanging
of a futures hedge position against a creation or redemption order,
and thus the Fund may use an EFRP transaction in connection with
the creation and redemption of shares. The market specialist/market
maker that is the ultimate purchaser or seller of shares in
connection with the creation or redemption basket, respectively,
agrees to sell or purchase a corresponding offsetting futures
position which is then settled on the same business day as a
cleared futures transaction by the FCMs. The Fund will 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 held by the
FCM. These cash assets are either: 1) deposited by the Sponsor in
demand deposit accounts of financial institutions which are deemed
by the Sponsor to be of investment level quality, 2) held in a
money-market fund which is deemed to be a cash equivalent under the
most recent SEC definition, or 3) held in a cash equivalent with a
maturity of 90 days or less that is deemed by the Sponsor to be of
investment level quality.
Item 8. Financial
Statements and Supplementary Data
See
Index to Financial Statements for a list of the financial
statements being filed herein.
The
Sponsor, on behalf of the Teucrium Commodity Trust and each of the
Funds that is a series of the Trust, assessed the effectiveness of
both the Trust’s and each Fund’s internal control over
financial reporting as of December 31, 2019. In making this
assessment, it used the criteria in the Internal Control –
Integrated framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission in 2013. Based on the
assessment, management of the Sponsor believes that, as of December
31, 2019, the internal control over financial reporting of both the
Trust and each of the Fund that is a series of the Trust is
effective.
Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure
None.
Item 9A. Controls and
Procedures
Disclosure Controls and Procedures
The
Trust and each Fund maintains disclosure controls and procedures
that are designed to ensure that information required to be
disclosed in the Trust’s periodic reports filed or submitted
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) is recorded, processed, summarized and
reported within the time period specified in the SEC’s rules
and forms for the Trust and each Fund thereof.
Management
of the Sponsor of the Funds (“Management”), including
Sal Gilbertie the Sponsor’s Principal Executive Officer and
Cory Mullen-Rusin, the Sponsor’s Principal Financial Officer,
who perform functions equivalent to those of a principal executive
officer and principal financial officer of the Trust if the Trust
had any officers, have evaluated the effectiveness of the design
and operation of the Trust’s and each Fund’s disclosure
controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e)
of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) as of the end of the period covered by
this report, and, based upon that evaluation, concluded that the
Trust’s and each Fund’s disclosure controls and
procedures were effective as of the end of such period, to ensure
that information the Trust is required to disclose in the reports
that it files or submits with the SEC under the Exchange Act is
recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms, and to ensure
that information required to be disclosed by the Trust in the
reports that it files or submits under the Exchange Act is
accumulated and communicated to management of the Sponsor, as
appropriate, to allow timely decisions regarding required
disclosure. The scope of the evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures
covers the Trust, as well as separately for each Fund that is a
series of the Trust.
The
certifications of the Chief Executive Officer and Chief Financial
Officer are applicable to each Fund individually as well as the
Trust as a whole.
Management’s Annual Report on Internal Control over Financial
Reporting
Management
of the Sponsor, on behalf of the Trust and each Fund are
responsible for establishing and maintaining adequate internal
control over financial reporting. The Trust and each Fund’s
internal control system is designed to provide reasonable assurance
to the Sponsor regarding the preparation and fair presentation of
published financial statements. All internal control systems, no
matter how well designed, have inherent limitations. Therefore,
even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement
preparation and presentation.
Management
of the Sponsor, including Sal Gilbertie, Principal Executive
Officer of the Sponsor, and Cory Mullen-Rusin, Principal Financial
Officer of the Sponsor, who perform functions equivalent to those
of a principal executive officer and principal financial officer of
the Trust if the Trust had any officers, assessed the effectiveness
of the Trust’s and each Fund’s internal control over
financial reporting as of December 31, 2019. In making this
assessment, it used the criteria in the Internal Control –
Integrated framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission in 2013. Based on the assessment, Management
believes that, as of December 31, 2019, the internal control over
financial reporting is effective for the Trust and each Fund
thereof. Grant Thornton, the public accounting firm that audited
the financial statement included herein for the year-ended 2019,
has issued an attestation report on the Trust and each Fund’s
internal control over financial reporting for that
period.
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 year that has materially
affected, or is reasonably likely to materially affect, the
Trust’s or the Funds’ internal control over financial
reporting.
Item 9B. Other Information
Not
applicable.
PART III
Item 10. Directors and Executive Officers of
the Registrant
The
Trust has no directors, officers or employees and is managed by the
Sponsor, Teucrium Trading, LLC. The Sponsor is managed by the
officers of the Sponsor under its Limited Liability Company
Agreement. A discussion concerning the officers of the Sponsor is
incorporated herein under Item 1 of this report.
Code of Ethics
The
Sponsor has adopted a Code of Business Conduct and Ethics (the
“Code of Ethics”) which applies to all of its officers
(including senior financial officers) and employees; the
Sponsor’s Code of Ethics covers all officers and employees
that manage the Trust and the Funds. A printed copy of the Code of
Ethics is available to any person free of charge, upon request, by
contacting the Sponsor at:
Teucrium
Trading, LLC
Three
Main Street
Suite
215
Burlington,
Vermont 05401
Phone:
(802) 540-0019
Section 16(a) Beneficial Ownership Reporting
Compliance
Section
16(a) of the Exchange Act requires directors and executive officers
of the Sponsor and persons who are beneficial owners of at least
10% a Fund’s Shares to file with the SEC an Initial Statement
of Beneficial Ownership of Securities on Form 3 within ten calendar
days of first becoming a director, executive officer or beneficial
owner of at least 10% of a Fund’s Shares and a Statement of
Changes in Beneficial Ownership of Securities on Form 4 within two
business days of a subsequent acquisition or disposition of Shares
of a Fund and, unless all reportable transactions were previously
reported on Form 3 or Form 4, an Annual Statement of Changes in
Beneficial Ownership of Securities on Form 5 within 45 days after
the Trust’s fiscal year-end. For the year ended December 31,
2019, based solely on a review of the Section 16(a) reports
furnished to the Trust and written representation by the
Trust’s Section 16(a) reporting persons, to the best
knowledge of the Sponsor, all such filings have been made within
these prescribed timeframes.
Item 11. Executive
Compensation
The
Trust does not directly compensate any of the executive officers of
the Sponsor. The executive officers of the Sponsor are compensated
by the Sponsor for the work they perform on behalf of the Trust.
The Trust does not set the amount or form of any portion of, the
compensation paid to the executive officers by the Sponsor. Each of
the series of the Trust, except for TAGS, is obligated to pay a
management fee to the Sponsor at an annualized rate of 1.00% of
average daily net assets. The Sponsor has the right to elect to
waive the management fee for any Fund; that election may be changed
by the Sponsor. For 2019, the Funds recognized $1,674,357 in
management fees to the Sponsor. In addition to the management fee,
each Fund reimburses the Sponsor for expenses related to the
operation of the Fund. These related party expenses are discussed
in the Notes to the Financial Statements for the Trust and each
Fund in Part II of this filing.
Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters
a.
|
Security Ownership of Certain Beneficial Owners. The
following table sets forth information with respect to each person
known to own beneficially more than 5% of the outstanding shares of
any series in the Trust as of December 31, 2019, based on
information known to the Sponsor.
|
(1)
Title of Class
|
(2)
Name and Address of Beneficial Owner
|
(3)
Amount and Nature of Beneficial Ownership
|
(4)
Percent of Class
|
CANE
|
Korean
Securities Depository,
Seoul
SK
|
181,234
common units(1)
|
10.36%
|
SOYB
|
Flow
Traders US LLC,
New
York, NY
|
119,230 common
units(1)
|
6.72%
|
TAGS
|
George
Rapier III
San
Antonio, TX
|
12,306
common units (1)
|
16.41%
|
TAGS
|
Interactive
Investor Services LTD,
UK
|
4,500
common units(1)
|
6.00%
|
TAGS
|
Gregory
Toufayan,
Saddle
River, NJ
|
5,000
common units(1)
|
6.67%
|
TAGS
|
Virtu
Americas LLC,
New
York, NY
|
17,436
common units(1)
|
23.25%
|
(1)
These individuals and entities have not filed any public reports
with the SEC.
b.
Security Ownership of
Management
The
following table sets forth information regarding the beneficial
ownership of shares by the executive officers of the Sponsor as of
December 31, 2019. Except as listed, no other executive officer of
the Sponsor is a beneficial owner of shares of any series of the
Trust.
(1)
Title of Class
|
(2)
Name of Beneficial Owner
|
(3)
Amount and nature of Beneficial Ownership
|
(4)
Percent of Class
|
CORN
|
Sal
Gilbertie
|
701
common units
|
*
|
SOYB
|
Sal
Gilbertie
|
100
common units
|
*
|
CANE
|
Sal
Gilbertie
|
500
common units
|
*
|
WEAT
|
Sal
Gilbertie
|
200
common units
|
*
|
TAGS
|
Sal
Gilbertie
|
2,300
common units
|
3.07%
|
* Less
than 1%.
c.
Change in
Control.
Neither
the Sponsor nor the Trustee knows of any arrangements which may
subsequently result in a change in the control of the
Trust.
Item 13. Certain Relationships and Related
Transactions and Director Independence
Neither
the Trust or the Funds entered into any transaction in excess of
$120,000 in which any related person had a direct or indirect
material interest and the Trust and the Funds do not propose to
enter into any such transaction.
Item 14. Principal Accountant Fees and
Services
Fees
paid by the Trust for services performed by Grant Thornton and
PricewaterhouseCoopers, for the years ended December 31, 2019 and
December 31, 2018 were:
|
Year Ended
|
Year Ended
|
|
December 31, 2019
|
December 31, 2018
|
Audit fees - Grant Thornton
|
$595,800
|
$495,374
|
Tax Accounting fees - PricewaterhouseCoopers
|
$350,312
|
$474,878
|
The
Sponsor approved all services provided by Grant Thornton and
PricewaterhouseCoopers, above. The Sponsor preapproves all audit,
non-audit, tax preparation, and tax accounting services, if any, of
the Trust’s independent registered public accounting firm and
tax accounting firm, including all engagement fees and
terms.
PART
IV
Item 15. Exhibits and Financial Statements
Schedules
The following exhibits are filed
as part of this report as required under Item 601 of Regulation
S-K:
|
Fifth Amended and Restated
Declaration of Trust and Trust Agreement of the Registrant.
(1)
|
|
|
|
|
|
Certificate of Trust of the
Registrant. (2)
|
|
|
|
|
|
Instrument Establishing Teucrium
Sugar Fund, Teucrium Wheat Fund, Teucrium Soybean Fund, Teucrium
Natural Gas Fund and Teucrium WTI Crude Oil Fund.
(3)
|
|
|
|
|
|
Instrument Establishing Teucrium
Agricultural Fund (4)
|
|
|
|
|
|
Form
of Authorized Purchaser Agreement. (9)
|
|
|
|
|
|
Distribution Services Agreement.
(5)
|
|
|
|
|
|
Amended and Restated Distribution
Services Agreement. (6)
|
|
|
|
|
|
Amendment to Amended and Restated
Distribution Services Agreement. (7)
|
|
Second Amendment to Amended and
Restated Distribution Services Agreement
(8)
|
|
|
|
|
|
Third Amendment to Amended and
Restated Distribution Services Agreement
(10)
|
|
|
|
|
|
Fourth Amendment to Amended and
Restated Distribution Services Agreement
(11)
|
|
|
|
|
|
Custody Agreement.
(12)
|
|
|
|
|
|
Fund
Accounting Servicing Agreement (12)
|
|
|
|
|
|
Transfer Agent Servicing Agreement
(12)
|
|
|
|
|
|
Fund
Administration Servicing Agreement (12)
|
|
|
|
|
|
Certification by the Principal
Executive Officer of the Registrant pursuant to Rules 13a-14 and
15d-14 of the Exchange Act.(13)
|
|
|
|
|
|
Certification by the Principal
Financial Officer of the Registrant pursuant to Rules 13a-14 and
15d-14 of the Exchange Act. (13)
|
|
|
|
|
|
Certification by the Principal
Executive Officer of the Registrant pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. (13)
|
|
|
|
|
|
Certification by the Principal
Financial Officer of the Registrant pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. (13)
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
(13)
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
(13)
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension
Calculation Linkbase (13)
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase
(13)
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label
Linkbase (13)
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension
Presentation Linkbase (13)
|
(1) Previously
filed as like-numbered exhibit to Pre-Effective Amendment No. 2 to
Registration Statement No. 333-230623, filed on April 26, 2019 and
incorporated by reference herein.
(2) Previously filed as
like-numbered exhibit to Registration Statement No. 333-162033,
filed on September 21, 2009 and incorporated by reference
herein.
(3)
Previously filed as like-numbered exhibit to
Pre-Effective Amendment No. 1 to Registration Statement No.
333-167590, filed on March 9, 2011 and incorporated by reference
herein.
(4) Previously filed as Exhibit 3.3 to
Registration Statement No. 333-173691, filed on April 25, 2011 and
incorporated by reference herein.
(5) Previously filed as Exhibit 10.2 to
Post-Effective Amendment No. 1 to Registration Statement No.
333-162033, filed on October 22, 2010 and incorporated by reference
herein.
(6)
Previously filed as Exhibit 10.2(1) to
Registrant’s Current Report on Form 8-K for the Teucrium Corn
Fund, filed on November 1, 2011 and incorporated herein by
reference.
(7)
Previously filed as Exhibit 10.2(2) to
Registrant’s Current Report on Form 8-K for the Teucrium Corn
Fund, filed on November 1, 2011 and incorporated by reference
herein.
(8)
Previously filed as Exhibit 10.2(3) to
Registrant’s Current Report on Form 8-K for the Teucrium Corn
Fund, filed on November 1, 2011 and incorporated by reference
herein.
(9) Previously
filed as like-numbered exhibit to Pre-Effective Amendment No. 1 to
Registration Statement No. 333-173691, filed on December 5,
2011.
(10) Previously filed
as Exhibit 10.5 to Pre-Effective Amendment No.1 to Registration
Statement No. 333-187463, filed on April 26,
2013.
(11) Previously filed as Exhibit to 10.9 to
Registration Statement No. 333-201953, filed on February 9, 2015
and incorporated by reference herein.
(12) Previously filed as like-numbered exhibit to
Registrant’s Report on Form 10-K for the fiscal year ended
December 31, 2015, filed on March 16, 2016.
(13) Filed
herein.
91
TEUCRIUM COMMODITY
TRUST
FINANCIAL
STATEMENTS AS OF DECEMBER 31, 2019
Index to
Financial Statements
Documents
|
|
Page
|
TEUCRIUM COMMODITY
TRUST
|
|
|
|
F-2
|
|
|
F-4
|
|
|
F-5
|
|
|
F-7
|
|
|
F-8
|
|
|
F-9
|
|
|
F-10
|
|
|
|
|
TEUCRIUM CORN
FUND
|
|
|
|
F-27
|
|
|
F-29
|
|
|
F-30
|
|
|
F-32
|
|
|
F-33
|
|
|
F-34
|
|
|
F-35
|
|
|
|
|
TEUCRIUM SOYBEAN
FUND
|
|
|
|
F-51
|
|
|
F-53
|
|
|
F-54
|
|
|
F-56
|
|
|
F-57
|
|
|
F-58
|
|
|
F-59
|
|
|
|
|
TEUCRIUM SUGAR
FUND
|
|
|
|
F-76
|
|
|
F-78
|
|
|
F-79
|
|
|
F-81
|
|
|
F-82
|
|
|
F-83
|
|
|
F-84
|
|
|
|
|
TEUCRIUM WHEAT
FUND
|
|
|
|
F-99
|
|
|
F-101
|
|
|
F-102
|
|
|
F-104
|
|
|
F-105
|
|
|
F-106
|
|
|
F-107
|
|
|
|
|
TEUCRIUM AGRICULTURAL
FUND
|
|
|
|
F-122
|
|
|
F-124
|
|
|
F-125
|
|
|
F-127
|
|
|
F-128
|
|
|
F-129
|
|
|
F-130
|
Report of Independent Registered
Public Accounting Firm
To the Sponsor
of
Teucrium
Commodity Trust
Opinion
on the financial statements
We have audited the accompanying
combined statements of assets and liabilities, including the
combined schedules of investments of Teucrium Commodity Trust (a
Delaware statutory Trust) (the “Trust”), as of December
31, 2019 and 2018, the related combined statements of operations,
changes in net assets, and cash flows for each of the three years
in the period ended December 31, 2019, and the related notes
(collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the
Trust as of December 31,
2019 and 2018, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2019, in conformity with
accounting principles generally accepted in the United States of
America.
We also have audited, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the Trust’s internal
control over financial reporting as of December 31, 2019, based on
criteria established in the 2013 Internal Control—Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”), and
our report dated March 11,
2020 expressed an unqualified
opinion.
Basis for
opinion
These financial statements are the
responsibility of the Trust’s management. Our responsibility
is to express an opinion on the Trust’s financial statements
based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to
the Trust in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in
accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement
of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that
our audits provide a reasonable basis for our
opinion.
/s/ GRANT THORNTON
LLP
We have served as the Trust’s
auditor since 2014.
New York, New
York
March 11, 2020
Report of
Independent Registered Public Accounting Firm
To the Sponsor
of
Teucrium
Commodity Trust
Opinion
on internal control over financial reporting
We have audited the internal
control over financial reporting of Teucrium Commodity Trust (a
Delaware statutory Trust) (the “Trust”) as of December
31, 2019, based on criteria established in the 2013 Internal Control—Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). In
our opinion, the Trust maintained, in all material respects,
effective internal control over financial reporting as of December
31, 2019, based on criteria established in the 2013 Internal Control—Integrated
Framework issued by COSO.
We also have audited, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the combined financial
statements of the Trust as of and for the year ended December 31,
2019, and our report dated March 11, 2020 expressed an unqualified
opinion on those financial
statements.
Basis
for opinion
The Trust’s management is
responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the
accompanying Management’s Annual Report on Internal Control
over Financial Reporting. Our responsibility is to express an
opinion on the Trust’s internal control over financial
reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with
respect to the Trust in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in
accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audits to obtain reasonable assurance
about whether effective internal control over financial reporting
was maintained in all material respects. Our audits included
obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances.
We believe that our audits provide a reasonable basis for our
opinion.
Definition
and limitations of internal control over financial
reporting
A trust’s internal control
over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles. A trust’s internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the trust; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
trust are being made only in accordance with authorizations of
management and directors of the trust; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the trust’s assets that
could have a material effect on the financial
statements.
Because of its inherent
limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ GRANT THORNTON
LLP
New York, New
York
March 11, 2020
TEUCRIUM COMMODITY
TRUST
COMBINED
STATEMENTS OF ASSETS AND LIABILITIES
|
December 31, 2019
|
December 31, 2018
|
|
|
|
Assets
|
|
|
Cash
and cash equivalents
|
$166,081,885
|
$159,250,322
|
Interest
receivable
|
250
|
113
|
Other
assets
|
9,719
|
24,455
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
7,712,856
|
569,742
|
Due
from broker
|
4,252
|
10,972,275
|
Total
equity in trading accounts
|
7,717,108
|
11,542,017
|
Total
assets
|
$173,808,962
|
$170,816,907
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
141,898
|
135,263
|
Payable
for purchases of commercial paper
|
-
|
14,951,548
|
Other
liabilities
|
38,767
|
109,342
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
581,574
|
5,369,594
|
Due
to broker
|
5,140,126
|
-
|
Total
equity in trading accounts
|
5,721,700
|
5,369,594
|
Total
liabilities
|
5,902,365
|
20,565,747
|
|
|
|
Net Assets
|
$167,906,597
|
$150,251,160
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM COMMODITY
TRUST
COMBINED
SCHEDULE OF INVESTMENTS
December 31,
2019
Description: Assets
|
Fair Value
|
Percentage of Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio 1.50% (cost
$3,060)
|
$3,060
|
0.00%
|
3,060
|
|
|
|
|
|
|
|
Principal Amount
|
U.S.
Treasury Obligations
|
|
|
|
U.S.
Treasury Bills 1.53% (cost: $6,609,673 due 01/30/2020)
(a)(b)
|
$6,611,271
|
3.94%
|
6,619,000
|
|
|
|
|
Commercial
Paper
|
|
|
|
Broadcom
Inc. 2.01% (cost: $4,984,445 due 01/09/20)
|
$4,997,778
|
2.98%
|
5,000,000
|
CNH
Industrial Capital LLC 2.12% (cost: $4,975,210 due
01/10/20)
|
4,997,375
|
2.98
|
5,000,000
|
CNH
Industrial Capital LLC 1.86% (cost: $4,987,924 due
01/06/20)
|
4,998,716
|
2.98
|
5,000,000
|
Energy
Transfer Operating, L.P. 1.99% (cost: $4,987,626 due
01/31/20)
|
4,991,750
|
2.97
|
5,000,000
|
FMC
Technologies, Inc. 1.93% (cost: $12,440,666 due
02/04/20)
|
12,477,333
|
7.43
|
12,500,000
|
FMC
Technologies, Inc. 2.01% (cost: $4,977,779 due
03/06/20)
|
4,981,945
|
2.97
|
5,000,000
|
FMC
Technologies, Inc. 1.86% (cost: $2,494,476 due
01/02/20)
|
2,499,872
|
1.49
|
2,500,000
|
General
Motors Financial Company, Inc. 2.17% (cost: $2,486,562 due
01/02/20)
|
2,499,851
|
1.49
|
2,500,000
|
General
Motors Financial Company, Inc. 2.15% (cost: $7,461,393 due
01/06/20)
|
7,497,782
|
4.47
|
7,500,000
|
General
Motors Financial Company, Inc. 2.16% (cost: $9,947,094 due
01/15/20)
|
9,991,678
|
5.95
|
10,000,000
|
Jabil
Inc. 2.15% (cost: $2,489,202 due 02/28/20)
|
2,491,421
|
1.48
|
2,500,000
|
Jabil
Inc. 2.03% (cost: $2,488,637 due 02/28/20)
|
2,491,864
|
1.48
|
2,500,000
|
Royal
Caribbean Cruises Ltd. 2.12% (cost: $4,975,500 due
01/09/20)
|
4,997,666
|
2.98
|
5,000,000
|
Total
Commercial Paper (total cost: $69,697,514)
|
$69,915,031
|
41.65%
|
|
Total
Cash Equivalents
|
$76,529,362
|
45.59%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT
corn futures MAY20 (1,334 contracts)
|
$583,610
|
0.35%
|
$26,329,825
|
CBOT
corn futures JUL20 (1,126 contracts)
|
781,445
|
0.47
|
22,576,300
|
|
|
|
|
United
States soybean futures contracts
|
|
|
|
CBOT
soybean futures MAR20 (207 contracts)
|
345,319
|
0.21
|
9,889,425
|
CBOT
soybean futures MAY20 (175 contracts)
|
247,987
|
0.15
|
8,476,563
|
CBOT
soybean futures NOV20 (200 contracts)
|
338,590
|
0.20
|
9,787,500
|
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE
sugar futures MAY20 (284 contracts)
|
88,865
|
0.05
|
4,306,803
|
ICE
sugar futures JUL20 (241 contracts)
|
223,677
|
0.13
|
3,687,107
|
ICE
sugar futures MAR21 (268 contracts)
|
34,887
|
0.02
|
4,316,301
|
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT
wheat futures MAY20 (650 contracts)
|
2,113,350
|
1.26
|
18,256,875
|
CBOT
wheat futures JUL20 (556 contracts)
|
892,498
|
0.53
|
15,665,300
|
CBOT
wheat futures DEC20 (634 contracts)
|
2,062,628
|
1.23
|
18,314,675
|
Total
commodity futures contracts
|
$7,712,856
|
4.60%
|
$141,606,674
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT
corn futures DEC20 (1,308 contracts)
|
$581,574
|
0.35%
|
$26,323,500
|
|
|
|
|
Exchange-traded funds*
|
|
|
Shares
|
Teucrium
Corn Fund
|
$360,286
|
0.21%
|
24,308
|
Teucrium
Soybean Fund
|
371,397
|
0.22
|
23,431
|
Teucrium
Sugar Fund
|
373,786
|
0.22
|
53,124
|
Teucrium
Wheat Fund
|
371,411
|
0.22
|
63,637
|
Total
exchange-traded funds (cost $1,908,649)
|
$1,476,880
|
0.87%
|
|
*The Trust eliminates the shares
owned by the Teucrium Agricultural Fund from its combined
statements of assets and liabilities due to the fact that these
represent holdings of the Underlying Funds owned by the Teucrium
Agricultural Fund, which are included as shares outstanding of the
Underlying Funds.
(a) Discount yield
at the time of purchase inclusive of collateral fees.
(b) The security
is held by the broker as collateral for open futures
contracts.
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM COMMODITY
TRUST
COMBINED
SCHEDULE OF INVESTMENTS
December 31,
2018
Description: Assets
|
Fair Value
|
Percentage of Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio 2.24% (cost
$3,262)
|
$3,262
|
0.00%
|
3,262
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
CNH
Industrial Capital LLC 2.63% (cost: $9,939,333 due
1/10/2019)
|
$9,993,500
|
6.65%
|
10,000,000
|
Enable
Midstream Partners, LP 2.83% (cost: $2,484,445 due
1/11/2019)
|
2,498,056
|
1.66
|
2,500,000
|
Enable
Midstream Partners, LP 2.98% (cost: $2,488,528 due
1/16/2019)
|
2,496,927
|
1.66
|
2,500,000
|
Enable
Midstream Partners, LP 2.75% (cost: $4,982,938 due
1/10/2019)
|
4,996,588
|
3.33
|
5,000,000
|
Enable
Midstream Partners, LP 3.04% (cost: $9,924,850 due
2/28/2019)
|
9,951,570
|
6.62
|
10,000,000
|
Enbridge
Energy Partners, L.P. 2.96% (cost: $2,490,844 due
1/10/2019)
|
2,498,169
|
1.66
|
2,500,000
|
Enbridge
Energy Partners, L.P. 2.98% (cost: $4,983,612 due
1/15/2019)
|
4,994,264
|
3.32
|
5,000,000
|
Energy
Transfer Operating, L.P. 2.80% (cost: $4,986,486 due
1/4/2019)
|
4,998,842
|
3.33
|
5,000,000
|
Energy
Transfer Operating, L.P. 3.10% (cost: $9,975,269 due
1/31/2019)
|
9,975,269
|
6.64
|
10,000,000
|
Ford
Motor Credit Company LLC 2.63% (cost: $4,967,500 due
1/3/2019)
|
4,999,278
|
3.33
|
5,000,000
|
Ford
Motor Credit Company LLC 2.68% (cost: $4,967,612 due
1/18/2019)
|
4,993,744
|
3.32
|
5,000,000
|
Ford
Motor Credit Company LLC 2.81% (cost: $2,483,783 due
2/6/2019)
|
2,493,050
|
1.66
|
2,500,000
|
General
Motors Financial Company, Inc. 2.83% (cost: $4,976,278 due
3/5/2019)
|
4,976,278
|
3.31
|
5,000,000
|
Humana
Inc. 2.91% (cost: $4,969,200 due 2/11/2019)
|
4,983,600
|
3.32
|
5,000,000
|
Royal
Caribbean Cruises Ltd. 2.73% (cost: $7,483,063 due
1/2/2019)
|
7,499,427
|
4.99
|
7,500,000
|
Royal
Caribbean Cruises Ltd. 2.77% (cost: $4,988,924 due
1/2/2019)
|
4,999,618
|
3.33
|
5,000,000
|
Total
Commercial Paper (total cost: $87,092,665)
|
$87,348,180
|
58.13%
|
|
Total
Cash Equivalents
|
$87,351,442
|
58.13%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT
corn futures MAY19 (1,030 contracts)
|
$107,363
|
0.07%
|
$19,724,500
|
|
|
|
|
United
States soybean futures contracts
|
|
|
|
CBOT
soybean futures MAR19 (218 contracts)
|
228,400
|
0.15
|
9,755,500
|
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE
sugar futures MAY19 (278 contracts)
|
29,254
|
0.02
|
3,767,456
|
ICE
sugar futures JUL19 (235 contracts)
|
204,725
|
0.14
|
3,221,568
|
Total
commodity futures contracts
|
$569,742
|
0.38%
|
$36,469,024
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT
corn futures JUL19 (866 contracts)
|
$348,200
|
0.23%
|
$16,919,475
|
CBOT
corn futures DEC19 (993 contracts)
|
949,088
|
0.63
|
19,735,875
|
|
|
|
|
United
States soybean futures contracts
|
|
|
|
CBOT
soybean futures MAY19 (185 contracts)
|
35,688
|
0.02
|
8,396,688
|
CBOT
soybean futures NOV19 (209 contracts)
|
3,562
|
0.00
|
9,773,363
|
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE
sugar futures MAR20 (257 contracts)
|
47,656
|
0.03
|
3,785,096
|
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT
wheat futures MAY19 (756 contracts)
|
1,367,838
|
0.91
|
19,296,900
|
CBOT
wheat futures JUL19 (637 contracts)
|
544,812
|
0.36
|
16,514,225
|
CBOT
wheat futures DEC19 (713 contracts)
|
2,072,750
|
1.38
|
19,340,125
|
Total
commodity futures contracts
|
$5,369,594
|
3.56%
|
$113,761,747
|
|
|
|
|
Exchange-traded funds*
|
|
|
Shares
|
Teucrium
Corn Fund
|
$383,506
|
0.26%
|
23,808
|
Teucrium
Soybean Fund
|
381,970
|
0.25
|
23,581
|
Teucrium
Sugar Fund
|
374,067
|
0.25
|
52,924
|
Teucrium
Wheat Fund
|
383,743
|
0.26
|
64,537
|
Total
exchange-traded funds (cost $2,021,172)
|
$1,523,286
|
1.02%
|
|
*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.
TEUCRIUM COMMODITY
TRUST
COMBINED
STATEMENTS OF OPERATIONS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Income
|
|
|
|
Realized
and unrealized gain (loss) on trading of commodity futures
contracts:
|
|
|
|
Realized
loss on commodity futures contracts
|
$(19,460,504)
|
$(4,923,623)
|
$(13,335,506)
|
Net
change in unrealized appreciation (depreciation) on commodity
futures contracts
|
11,931,134
|
(31,362)
|
414,818
|
Interest
income
|
4,081,233
|
3,533,687
|
1,755,765
|
Total
loss
|
(3,448,137)
|
(1,421,298)
|
(11,164,923)
|
|
|
|
|
Expenses
|
|
|
|
Management
fees
|
1,674,357
|
1,687,082
|
1,540,701
|
Professional
fees
|
1,191,133
|
1,589,673
|
1,476,719
|
Distribution
and marketing fees
|
2,632,221
|
3,073,481
|
2,598,296
|
Custodian
fees and expenses
|
351,514
|
350,361
|
346,295
|
Business
permits and licenses fees
|
103,438
|
115,126
|
93,026
|
General
and administrative expenses
|
250,644
|
281,007
|
273,423
|
Brokerage
commissions
|
41,273
|
194,554
|
158,207
|
Other
expenses
|
24,204
|
120,697
|
94,051
|
Total
expenses
|
6,268,784
|
7,411,981
|
6,580,718
|
|
|
|
|
Expenses
waived by the Sponsor
|
(326,705)
|
(1,227,430)
|
(1,028,899)
|
|
|
|
|
Total
expenses, net
|
5,942,079
|
6,184,551
|
5,551,819
|
|
|
|
|
Net loss
|
$(9,390,216)
|
$(7,605,849)
|
$(16,716,742)
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM COMMODITY
TRUST
COMBINED
STATEMENTS OF CHANGES IN NET ASSETS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Operations
|
|
|
|
Net
loss
|
$(9,390,216)
|
$(7,605,849)
|
$(16,716,742)
|
Capital
transactions
|
|
|
|
Issuance
of Shares
|
70,773,761
|
85,028,352
|
91,549,498
|
Redemption
of Shares
|
(43,731,253)
|
(69,545,996)
|
(85,848,091)
|
Net
change in the cost of the Underlying Funds
|
3,145
|
(572,099)
|
4,900
|
Total
capital transactions
|
27,045,653
|
14,910,257
|
5,706,307
|
|
|
|
|
Net change in net assets
|
17,655,437
|
7,304,408
|
(11,010,435)
|
|
|
|
|
Net assets, beginning of period
|
150,251,160
|
142,946,752
|
153,957,187
|
|
|
|
|
Net assets, end of period
|
$167,906,597
|
$150,251,160
|
$142,946,752
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM COMMODITY
TRUST
COMBINED
STATEMENTS OF CASH FLOWS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Cash flows from operating activities:
|
|
|
|
Net
loss
|
$(9,390,216)
|
$(7,605,849)
|
$(16,716,742)
|
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
|
|
|
|
Net
change in unrealized (appreciation) depreciation on commodity
futures contracts
|
(11,931,134)
|
31,362
|
(414,818)
|
Changes in operating assets and liabilities:
|
|
|
|
Due
from broker
|
10,968,023
|
(984,604)
|
3,794,945
|
Interest
receivable
|
(137)
|
142
|
453
|
Other
assets
|
14,736
|
(17,707)
|
20,387
|
Due
to broker
|
5,140,126
|
-
|
-
|
Management
fee payable to Sponsor
|
6,635
|
10,114
|
(4,052)
|
Payable
for purchases of commercial paper
|
(14,951,548)
|
14,951,548
|
-
|
Other
liabilities
|
(70,575)
|
9,433
|
83,993
|
Net
cash (used in)/provided by operating activities
|
(20,214,090)
|
6,394,439
|
(13,235,834)
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
Proceeds
from sale of Shares
|
70,773,761
|
85,028,352
|
91,549,498
|
Redemption
of Shares
|
(43,731,253)
|
(69,545,996)
|
(85,848,091)
|
Net
change in cost of the Underlying Funds
|
3,145
|
(572,099)
|
4,900
|
Net
cash provided by financing activities
|
27,045,653
|
14,910,257
|
5,706,307
|
|
|
|
|
Net change in cash and cash equivalents
|
6,831,563
|
21,304,696
|
(7,529,527)
|
Cash and cash equivalents, beginning of period
|
159,250,322
|
137,945,626
|
145,475,153
|
Cash and cash equivalents, end of period
|
$166,081,885
|
$159,250,322
|
$137,945,626
|
The
accompanying notes are an integral part of these financial
statements.
NOTES TO FINANCIAL STATEMENTS
December 31,
2019
Note 1 – Organization and Operation
Teucrium Commodity Trust (“Trust”), a
Delaware statutory trust organized on September 11, 2009, is a
series trust consisting of five series: Teucrium Corn Fund
(“CORN”), Teucrium Sugar Fund (“CANE”),
Teucrium Soybean Fund (“SOYB”), Teucrium Wheat Fund
(“WEAT”), and Teucrium Agricultural Fund
(“TAGS”). All these series of the Trust are
collectively referred to as the “Funds” and singularly
as the “Fund.” Each Fund is a commodity pool that is a
series of the Trust. The Funds issue common units, called the
“Shares,” representing fractional undivided beneficial
interests in a Fund. The Trust and the Funds operate pursuant to
the Trust’s Fifth Amended and Restated Declaration of Trust
and Trust Agreement (the “Trust
Agreement”).
On June 7, 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. As of December 31, 2019,
CORN offered its shares pursuant to a registration statement that
was declared effective on April 29, 2019.
On June 13, 2011, the initial Forms S-1 for CANE,
SOYB, and WEAT were declared effective by the SEC. On September 16,
2011, two Creation Baskets were issued for each Fund, representing
100,000 shares and $2,500,000, for CANE, SOYB, and WEAT. On
September 19, 2011, CANE, SOYB, and WEAT started trading on the
NYSE Arca. The current registration statements for CANE and SOYB
were declared effective by the SEC on April 30, 2018. The
registration statements for SOYB and CANE registered an additional
5,000,000 shares each. The current registration statement for WEAT
was declared effective on April 29, 2019. This registration
statement for WEAT registered an additional 30,000,000
shares.
On February 10, 2012, the Form S-1 for TAGS was
declared effective by the SEC. On March 27, 2012, six Creation
Baskets for TAGS were issued representing 300,000 shares and
$15,000,000. TAGS began trading on the NYSE Arca on March 28, 2012.
The current registration statement for TAGS was declared effective
by the SEC on April 30, 2018.
The Sponsor is a member of the National Futures
Association (the "NFA") and became a commodity pool operator
("CPO") registered with the Commodity Futures Trading Commission
(the "CFTC") effective November 10, 2009. The Sponsor registered as
a Commodity Trading Advisor ("CTA") with the CFTC effective
September 8, 2017.
The specific investment objective of each Fund
and information regarding the organization and operation of each
Fund are included in each Fund’s financial statements and
accompanying notes, as well as in other sections of this Form 10K
filing. In general, the investment objective of each Fund is to
have the daily changes in percentage terms of its Shares’ Net
Asset Value (“NAV”) reflect the daily changes in
percentage terms of a weighted average of the closing settlement
prices for certain Futures Contracts for the commodity specified
for that Fund. The investment objective of TAGS is to have the
daily changes in percentage terms of NAV of its common units
(“Shares”) reflect the daily changes in percentage
terms of a weighted average (the “Underlying Fund
Average”) of the NAVs per share of four other commodity pools
that are series of the Trust and are sponsored by the Sponsor:
CORN, WEAT, SOYB, and CANE (collectively, the “Underlying
Funds”). The Underlying Fund Average will have a weighting of
25% to each Underlying Fund, and the Fund’s assets will be
rebalanced to maintain the approximate 25% allocation to each
Underlying Fund.
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
The Sponsor
employs U.S. Bank N.A. 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 doing business as U.S. Bank Global Fund
Services ("Global Fund Services") is 615 E. Michigan Street,
Milwaukee, WI 53202. In addition, effective on the Conversion Date,
Global Fund Services, 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 Global Fund Services 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 U.S. Bank N.A. 0.06% of average gross assets on the
first $250 million, 0.05% on the next $250 million, 0.04% on the
next $500 million and 0.03% on the balance over $1 billion
annually. A combined minimum annual fee of up to $64,500 for
custody, transfer agency, accounting and administrative services is
assessed per Fund. These services are recorded in custodian fees
and expenses on the combined statements of operations. A summary of
these expenses is included below.
The Sponsor employs Foreside Fund
Services, LLC (“Foreside” or the
“Distributor”) as the Distributor for the Funds. The
Distribution Services Agreement among the Distributor and the
Sponsor calls for the Distributor to work with the Custodian in
connection with the receipt and processing of orders for Creation
Baskets and Redemption Baskets and the review and approval of all
Fund sales literature and advertising materials. The Distributor
and the Sponsor have also entered into a Securities Activities and
Service Agreement (the “SASA”) under which certain
employees and officers of the Sponsor are licensed as registered
representatives or registered principals of the Distributor, under
Financial Industry Regulatory Authority (“FINRA”)
rules. For its services as the Distributor, Foreside receives a fee
of 0.01% of the Fund’s average daily net assets and an
aggregate annual fee of $100,000 for all Teucrium Funds, along with
certain expense reimbursements. For its services under the SASA,
Foreside receives a fee of $5,000 per registered representative and
$1,000 per registered location. These services are recorded in
distribution and marketing fees on the combined statements of
operations. A summary of these expenses is included below. Pursuant
to a Consulting Services Agreement, Foreside Consulting Services,
LLC, performs certain consulting support services for the Trust's
Sponsor. Additionally, Foreside Distributors, LLC performs certain
distribution consulting services pursuant to a Distribution
Consulting Agreement with the Trust's
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. Prior
to August 21, 2019, these expenses were recorded in brokerage
commissions on the combined statements of operations. Beginning on
August 21, 2019, these expenses were recognized on a per-trade
basis. The half-turn is recognized as an unrealized loss on the
combined statements of operations for contracts that have been
purchased since the change in recognition, and a full turn is
recognized as a realized loss on the combined statements of
operations when a contract is sold. A summary of these expenses is
included below.
The sole Trustee of the Trust is
Wilmington Trust Company, a Delaware banking corporation. The
Trustee will accept service of legal process on the Trust in the
State of Delaware and will make certain filings under the Delaware
Statutory Trust Act. For its services, the Trustee receives an
annual fee of $3,300 from the Trust. These services are recorded in
business permits and licenses fees on the combined statements of
operations. A summary of these expenses is included
below.
The
Sponsor employs Exchange Traded Concepts, LLC ("ETC") as the
Marketing Agent, providing certain marketing consulting services in
connection with the content strategy and e-mail marketing for the
Funds. For its services as the Marketing Agent, ETC receives $2,500
a month and 0.02% of the Fund's average daily net assets, when
assets are above the combined amount of $160 million. These
services are recorded in distribution and marketing fees on the
combined statements of the operations. A summary of these expenses
is included below:
|
Year
Ended December 31, 2019
|
Year
Ended December 31, 2018
|
Year
Ended December 31, 2017
|
Amount
Recognized for Custody Services
|
$351,514
|
$350,361
|
$346,295
|
Amount
of Custody Services Waived
|
$24,397
|
$82,390
|
$43,464
|
|
|
|
|
Amount
Recognized for Distribution Services
|
$161,317
|
$172,684
|
$184,118
|
Amount
of Distribution Services Waived
|
$7,770
|
$47,021
|
$48,147
|
|
|
|
|
Amount
Recognized for Brokerage Commissions
|
$41,273
|
$188,705
|
$158,207
|
Amount
of Brokerage Commissions Waived
|
$-
|
$-
|
$-
|
|
|
|
|
Amount
Recognized for Wilmington Trust
|
$3,300
|
$3,160
|
$3,072
|
Amount
of Wilmington Trust Waived
|
$243
|
$24
|
$1,515
|
|
|
|
|
Amount
Recognized for ETC
|
$52,850
|
$-
|
$-
|
Amount
of ETC Waived
|
$1,954
|
$-
|
$-
|
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.
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 statements of assets and liabilities as the
difference between the original contract amount and the fair market
value as of the last business day of the year or as of the last
date of the financial statements. Changes in the appreciation or
depreciation between periods are reflected in the statements of
operations. Interest on cash equivalents and deposits with the
Futures Commission Merchant are recognized on the accrual basis.
The Funds earn interest on its assets denominated in U.S. dollars
on deposit with the Futures Commission Merchant. In addition, the
Funds earn interest on funds held at the custodian and at 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 combined statements of assets and liabilites and in cash and
cash equivalents 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.
Beginning in February of 2019, the
Sponsor began investing a portion of the cash held by the broker in
short term Treasury Bills as collateral for open futures contracts.
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.
The Sponsor adopted ASC 606, Revenue from Contracts With Customers,
for the year ended December 31, 2018. The adoption did not have a
material impact on the financial statements of the Trust or the
Funds.
Brokerage Commissions
Beginning on August 21, 2019, the Sponsor began
recognizing the expense for brokerage commissions for futures
contract trades on a per-trade basis. Prior to the change,
brokerage commissions on all open commodity futures contracts were
accrued on the trade date and on a full-turn basis. The below table
shows the amounts included on the combined statements of operations
as unrealized losses attributed to brokerage commissions as of
December 31, 2019, as well as total brokerage commissions paid in
2019 inclusive of this unrealized loss.
|
CORN
|
SOYB
|
CANE
|
WEAT
|
TAGS
|
TRUST
|
Unrealized
Loss Attributed to Brokerage Commissions
|
$11,457
|
$1,742
|
$1,944
|
$5,612
|
$-
|
$20,755
|
Total
Brokerage Commissions paid including unrealized loss
|
$81,568
|
$12,219
|
$12,776
|
$41,004
|
$1
|
$147,568
|
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 United States federal income 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 2016 to 2019, 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 and for the years ended December
31, 2019, 2018, and 2017. 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 any unrecognized tax benefits and penalties in
income tax fees payable, if assessed. No interest expense or
penalties have been recognized as of and for the years ended
December 31, 2019, 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.
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. (EST)
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. (EST) 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.
Once the minimum number of baskets is reached, there can be no more
redemptions until there has been a creation basket. These minimum
levels are as follows:
CORN: 50,000 shares representing 2
baskets
SOYB: 50,000 shares representing 2
baskets
CANE: 50,000 shares representing 2
baskets
WEAT: 50,000 shares representing 2
baskets
TAGS: 50,000 shares representing 4
baskets
Cash and Cash Equivalents
Cash equivalents are highly liquid investments
with original maturity dates of 90 days or less when acquired. The
Trust reported its cash equivalents in the combined statements of
assets and liabilities at market value, or at carrying amounts that
approximate fair value, because of their highly liquid nature and
short term maturities. Each Fund that is a series of the Trust has
the balance of its cash equivalents on deposit with financial
institutions. The Trust holds a balance in money market funds that
is included in cash and cash equivalents on the combined statements
of assets and liabilities. Effective in the second quarter 2015,
the Sponsor began investing a portion of the available cash for the
Funds in alternative demand deposit savings accounts, which are
classified as cash and not as cash equivalents. Assets deposited
with the bank may, at times, exceed federally insured limits.
Effective in the fourth quarter 2017, the Sponsor began investing a
portion of the available cash for the Funds in investment grade
commercial paper with durations of 90 days or less, which is
classified as a cash equivalent and is not FDIC insured. Effective
February 2019, the Sponsor began investing a portion of the cash
held by the FCM in short term Treasury Bills as collateral for open
futures contracts, which is classified as a cash equivalent and is
not FDIC insured.
|
Year
Ended
December
31, 2019
|
Year
Ended
December
31, 2018
|
Year
Ended
December
31, 2017
|
Money
Market Funds
|
$3,060
|
$3,262
|
$3,014
|
Demand
Deposit Savings Accounts
|
89,552,523
|
71,898,880
|
88,012,866
|
Commercial
Paper
|
69,915,031
|
87,348,180
|
49,929,746
|
Treasury
Bills
|
6,611,271
|
-
|
-
|
Total
cash and cash equivalents as presented on the combined Statement of
Assets and Liabilities
|
$166,081,885
|
$159,250,322
|
$137,945,626
|
Payable
for Purchases of Commercial Paper
The amount recorded by the Trust for commercial
paper transactions awaiting settlement, which represents the amount
payable for contracts purchased but not yet settled as of the
reporting date. The value of the contract is included in cash and
cash equivalents, and the payable amount is included as a
liability.
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 relatively 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 a futures contract may result in margin requirements
that greatly exceed the initial margin. In addition, the amount of
margin required in connection with a particular futures contract is
set from time to time by the exchange on which the contract is
traded and may be modified from time to time by the exchange during
the term of the contract. Brokerage firms, such as the Funds’
clearing brokers, carrying accounts for traders in commodity
interest contracts generally require higher amounts of margin as a
matter of policy to further protect themselves. Over-the-counter
trading generally involves the extension of credit between
counterparties, so the counterparties may agree to require the
posting of collateral by one or both parties to address credit
exposure.
When a trader purchases an option,
there is no margin requirement; however, the option premium must be
paid in full. When a trader sells an option, on the other hand, he
or she is required to deposit margin in an amount determined by the
margin requirements established for the underlying interest and, in
addition, an amount substantially equal to the current premium for
the option. The margin requirements imposed on the selling of
options, although adjusted to reflect the probability that
out-of-the-money options will not be exercised, can in fact be
higher than those imposed in dealing in the futures markets
directly. Complicated margin requirements apply to spreads and
conversions, which are complex trading strategies in which a trader
acquires a mixture of options positions and positions in the
underlying interest.
Ongoing or
“maintenance” margin requirements are computed each day
by a trader’s clearing broker. When the market value of a
particular open futures contract changes to a point where the
margin on deposit does not satisfy maintenance margin requirements,
a margin call is made by the broker. If the margin call is not met
within a reasonable time, the broker may close out the
trader’s position. With respect to the Funds’ trading,
the Funds (and not their shareholders personally) are subject to
margin calls.
Finally, many major U.S. exchanges
have passed certain cross margining arrangements involving
procedures pursuant to which the futures and options positions held
in an account would, in the case of some accounts, be aggregated,
and margin requirements would be assessed on a portfolio basis,
measuring the total risk of the combined
positions.
Payable/Receivable for Securities
Purchased/Sold
Due from/to broker for investments in securities
are securities transactions pending settlement. The Trust and the
Funds are subject to credit risk to the extent any broker with whom
it conducts business is unable to fulfill contractual obligations
on its behalf. The management of the Trust and the Funds monitors
the financial condition of such brokers and does not anticipate any
losses from these counterparties. From inception through September
11, 2019, the principal broker through which the Trust and TAGS can
execute securities transactions for TAGS was the Bank of New York
Mellon Capital Markets. Effective September 11, 2019, the principal
broker through which the Trust and TAGS can execute securities
transactions for TAGS is U.S. Bank N.A.
Sponsor Fee, Allocation of Expenses and Related Party
Transactions
The Fund’s
sponsor, Teucrium Trading, LLC (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 aspects of
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 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
accounting and financial reporting, regulatory compliance, and
trading activities that are directly attributable to the Trust and
the Funds. Such expenses are primarily included as distribution and
marketing fees.
|
Year
Ended
December
31, 2019
|
Year
Ended
December
31, 2018
|
Year
Ended
December
31, 2017
|
Recognized
Related Party Transactions
|
$1,992,524
|
$2,674,984
|
$2,196,388
|
Waived
Related Party Transactions
|
$137,711
|
$556,063
|
$453,736
|
The Sponsor has the ability to elect to pay
certain expenses on behalf of the Funds or waive the management
fee. This election is subject to change by the Sponsor, at its
discretion. Expenses paid by the Sponsor and Management fees waived
by the Sponsor are, if applicable, presented as waived expenses in
the statements of operations for each Fund. The Sponsor has
determined that there would be no recovery sought for the amounts
below in any future period.
|
CORN
|
SOYB
|
CANE
|
WEAT
|
TAGS
|
Trust
|
Year
Ended December 31, 2019
|
$15,639
|
$96,303
|
$171,746
|
$2,500
|
$40,517
|
$326,705
|
Year
Ended December 31, 2018
|
$280,817
|
$394,591
|
$268,920
|
$234,736
|
$48,366
|
$1,227,430
|
Year
Ended December 31, 2017
|
$409,562
|
$126,489
|
$129,334
|
$323,244
|
$40,270
|
$1,028,899
|
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.
On December 31, 2019 and 2018, 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 years being
reported.
For the years ended December 31,
2019 and 2018, the Funds did not have any significant transfers
between any of the levels of the fair value
hierarchy.
The Funds and the Trust record
their derivative activities at fair value. Gains and losses from
derivative contracts are included in the statements of operations.
Derivative contracts include futures contracts related to commodity
prices. Futures, which are listed on a national securities
exchange, such as the CBOT and the ICE, or reported on another
national market, are generally categorized in Level 1 of the fair
value hierarchy. OTC derivatives contracts (such as forward and
swap contracts), which may be valued using models, depending on
whether significant inputs are observable or unobservable, are
categorized in Levels 2 or 3 of the fair value
hierarchy.
Investments in the securities of
the Underlying Funds are freely traded and listed on the NYSE Arca.
These investments are valued at the NAV of the Underlying Fund as
of the valuation date as calculated by the administrator based on
the exchange-quoted prices of the commodity futures contracts held
by the Underlying Fund.
Expenses
Expenses are recorded using the
accrual method of accounting.
New Accounting Pronouncements
The Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2019-07: “Codification Updates to SEC
Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule
Releases No. 33-10532, Disclosure Update and Simplification, and
Nos. 33-10231 and 33-10442, Investment Company Reporting
Modernization, and Miscellaneous Updates.” The amendments
improve, update, and simplify the SEC’s regulations on
financial reporting and disclosure. The amendments were adopted for
the quarter ended September 30, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Funds.
The FASB issued ASU 2019-04:
“Codification Improvements to Topic 326, Financial
Instruments – Credit Losses, Topic 815, Derivatives and
hedging, and Topic 825, Financial Instruments.” The
amendments clarify and improve areas of guidance related to the
recently issued standards on credit losses, hedging, and
recognition and measurement, specifically relating to ASU 2017-12.
The amendments were early adopted for the quarter ended June 30,
2019; the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Funds.
The FASB issued ASU 2019-01:
"Leases (Topic 842): Codification Improvements." These amendments
align the guidance for fair value of underlying assets by lessors
that are not manufacturers or dealers in Topic 842 with that of
existing guidance. The amendments will be effective for fiscal
years and interim periods beginning after December 15, 2019 and may
be adopted early. The
amendments were early adopted for the year ended December 31, 2019;
the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Funds.
The FASB issued ASU 2018-13:
“Fair Value Measurement (Topic 820): Disclosure Framework
– Changes to the Disclosure Requirements for Fair Value
Measurement. These amendments modify public and private company
fair value disclosure requirements. While some disclosures were
removed or modified, others were added. The guidance is a result of
the FASB’s test of the principals developed to improve the
effectiveness of disclosures in the notes to the financial
statements. The amendments will be effective for fiscal years and
interim periods beginning after December 15, 2019 and may be
adopted early. The amendments were early adopted
for the year ended December 31, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Funds.
The FASB issued ASU 2018-05,
“Income Taxes (Topic 740): Amendments to SEC Paragraphs
Pursuant to SEC Staff Accounting Bulletin No. 118." These
amendments add guidance to the FASB Accounting Standards
Codification regarding the Tax Cuts and Jobs Act (Act). The
amendments were adopted for the quarter ended March 31, 2018; the
adoption did not have a material impact on the financial statements
and disclosures of the Trust or the Funds.
The FASB issued ASU 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.
The
amendments were early adopted for the year ended December 31, 2019;
the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Funds.
The FASB issued ASU 2017-12,
“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 were adopted for the
quarter ended March 31, 2019; the adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Funds.
The
FASB issued ASU 2017-03, “Accounting Changes and Error
Corrections (Topic 250) and Investments – Equity Method and
Joint Ventures (Topic 323)”. These amendments require disclosure of
the impact that recently issued accounting standards will have on
the financial statements of a registrant when such standards are
adopted in a future period. The amendments were adopted for the
quarter ended March 31, 2017; the adoption did not have a material
impact on the financial statements and disclosures
of the Trust or the
Funds.
The FASB issued ASU 2017-01,
“Business Combinations (Topic 805): Clarifying the Definition
of a Business”. The amendments are intended to help companies
and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals)
of assets or businesses. The amendments are effective for public
companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. The adoption did
not have a material impact on the financial
statements and disclosures of the Trust or the
Funds.
The
FASB issued ASU 2016-18, “Statement of Cash Flows (Topic
230)”. The amendments in this update require that a statement
of cash flows explain the change during the
period in the total of cash, cash
equivalents, and amounts generally described as restricted cash or
restricted cash equivalents. Therefore, amounts generally described
as restricted cash and restricted cash equivalents should be
included with cash and cash equivalents when reconciling the
beginning of period and end of period total amounts
shown on the statement of cash
flows. The amendments are effective for fiscal years beginning
after December 15, 2017, and interim periods within those fiscal
years. The Sponsor elected to early adopt ASU 2016-18 for the year
ending December 31, 2017 and the adoption did not have a material
impact on the financial statements and disclosures of the Trust or the
Funds.
The
FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts
with Customers (Topic 606),” which replaces the revenue
recognition requirements of “Revenue
Recognition (Topic 605).”
This ASU is based on the principle that revenue is recognized to
depict the transfer of goods and services to customers in an amount
that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. This ASU provides
new and more detailed guidance on specific topics and
expands and improves disclosures
about revenue. In August 2015, the FASB issued ASU 2015-14 which
defers the effective date of ASU 2014-09 by one year to fiscal
years beginning after December 15, 2017. ASU 2015-14 also permits
early adoption of ASU 2014-09, but not before the original
effective date, which was for fiscal years
beginning after December 15, 2016.
The Trust and the Funds record income or loss from the recognition
and measurement of futures contracts and from interest income under
Subtopic 825-10. Revenue from financial instruments which are
valued under Subtopic 825 will not be subject to the application of
ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for
the fiscal year ending December 31, 2017. The adoption did not have
a material impact on the financial statements and disclosures of
the Trust or the Funds.
The
FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and
Derivatives and Hedging (Topic 815): Rescission of SEC Guidance
Because of Accounting Standards Updates 2014-09 and
2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF
Meeting”. The amendments make targeted improvements to
clarify the principal versus agent assessment and are intended to
make the guidance more operable and lead to more consistent
application. The Trust and the Funds 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 were adopted
for the quarter ended March 31, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Funds.
The FASB issued ASU 2016-01, “Financial Instruments-Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities.” The amendments in this update are
intended to improve the recognitions measurement and disclosure of
financial instruments. The amendments to this update are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. These amendments are required to
be applied prospectively. The adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Funds.
Note 4 – Fair Value Measurements
The Trust’s assets and
liabilities recorded at fair value have been categorized based upon
a fair value hierarchy as described in the Trust’s
significant accounting policies in Note 3. The following table
presents information about the Trust’s assets and liabilities
measured at fair value as of December 31, 2019 and December 31,
2018:
December 31,
2019
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2019
|
Cash
Equivalents
|
$76,529,362
|
$-
|
$-
|
$76,529,362
|
Commodity
Futures Contracts
|
|
|
|
|
Corn
futures contracts
|
1,365,055
|
-
|
-
|
1,365,055
|
Soybeans
futures contracts
|
931,896
|
-
|
-
|
931,896
|
Sugar
futures contracts
|
347,429
|
-
|
-
|
347,429
|
Wheat
futures contracts
|
5,068,476
|
-
|
-
|
5,068,476
|
Total
|
$84,242,218
|
$-
|
$-
|
$84,242,218
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2019
|
Commodity
Futures Contracts
|
|
|
|
|
Corn
futures contracts
|
$581,574
|
$-
|
$-
|
$581,574
|
December 31,
2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2018
|
Cash
Equivalents
|
$87,351,442
|
$-
|
$-
|
$87,351,442
|
Commodity
Futures Contracts
|
|
|
|
|
Corn
futures contracts
|
107,363
|
-
|
-
|
107,363
|
Soybeans
futures contracts
|
228,400
|
-
|
-
|
228,400
|
Sugar
futures contracts
|
233,979
|
-
|
-
|
233,979
|
Total
|
$87,921,184
|
$-
|
$-
|
$87,921,184
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
Level 1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2018
|
Commodity
Futures Contracts
|
|
|
|
|
Corn
futures contracts
|
$1,297,288
|
$-
|
$-
|
$1,297,288
|
Soybeans
futures contracts
|
39,250
|
-
|
-
|
39,250
|
Sugar
futures contracts
|
47,656
|
-
|
-
|
47,656
|
Wheat
futures contracts
|
3,985,400
|
-
|
-
|
3,985,400
|
Total
|
$5,369,594
|
$-
|
$-
|
$5,369,594
|
For the years ended December 31,
2019 and 2018, 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 4 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 years ended December 31, 2019 and 2018, 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 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 December 31, 2019 and
2018.
Offsetting of
Financial Assets and Derivative Assets as of December 31,
2019
|
(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
|
$1,365,055
|
$-
|
$1,365,055
|
$581,574
|
$-
|
$783,481
|
Soybeans
futures contracts
|
$931,896
|
$-
|
$931,896
|
$-
|
$643,808
|
$288,088
|
Sugar
futures contracts
|
$347,429
|
$-
|
$347,429
|
$-
|
$237,908
|
$109,521
|
Wheat
futures contracts
|
$5,068,476
|
$-
|
$5,068,476
|
$-
|
$4,258,410
|
$810,066
|
Offsetting of
Financial Liabilities and Derivative Liabilities as of December 31,
2019
|
(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
|
$581,574
|
$-
|
$581,574
|
$581,574
|
$-
|
$-
|
Offsetting of
Financial Assets and Derivative Assets as of December 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
|
$107,363
|
$-
|
$107,363
|
$107,363
|
$-
|
$-
|
Soybeans
futures contracts
|
$228,400
|
$-
|
$228,400
|
$39,250
|
$-
|
$189,150
|
Sugar
futures contracts
|
$233,979
|
$-
|
$233,979
|
$47,656
|
$-
|
$186,323
|
Offsetting of
Financial Liabilities and Derivative Liabilities as of December 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
|
|
|
|
|
|
|
Corn
futures contracts
|
$1,297,288
|
$-
|
$1,297,288
|
$107,363
|
$1,189,925
|
$-
|
Soybeans
futures contracts
|
$39,250
|
$-
|
$39,250
|
$39,250
|
$-
|
$-
|
Sugar
futures contracts
|
$47,656
|
$-
|
$47,656
|
$47,656
|
$-
|
$-
|
Wheat
futures contracts
|
$3,985,400
|
$-
|
$3,985,400
|
$-
|
$3,985,400
|
$-
|
The following is a summary of
realized and net change in unrealized gains (losses) of the
derivative instruments utilized by the Trust:
Year ended
December 31, 2019
Primary Underlying Risk
|
Realized
(Loss) Gain on
Commodity
Futures Contracts
|
Net
Change in Unrealized Appreciation on
Commodity
Futures Contracts
|
Commodity
Price
|
|
|
Corn
futures contracts
|
$(9,512,148)
|
$1,973,406
|
Soybeans
futures contracts
|
(438,468)
|
742,746
|
Sugar
futures contracts
|
113,747
|
161,106
|
Wheat
futures contracts
|
(9,623,635)
|
9,053,876
|
Total
commodity futures contracts
|
$(19,460,504)
|
$11,931,134
|
Year ended
December 31, 2018
Primary Underlying Risk
|
Realized
(Loss) Gain on
Commodity
Futures Contracts
|
Net
Change in Unrealized
Appreciation
or (Depreciation)
on
Commodity Futures Contracts
|
Commodity
Price
|
|
|
Corn
futures contracts
|
$(3,025,313)
|
$651,638
|
Soybeans
futures contracts
|
(2,085,438)
|
637,213
|
Sugar
futures contracts
|
(2,314,984)
|
69,137
|
Wheat
futures contracts
|
2,502,112
|
(1,389,350)
|
Total
commodity futures contracts
|
$(4,923,623)
|
$(31,362)
|
Year ended
December 31, 2017
Primary
Underlying Risk
|
Realized (Loss) Gain on
Commodity
Futures
Contracts
|
Net Change in
Unrealized
(Depreciation) or
Appreciation
on Commodity Futures
Contracts
|
Commodity
Price
|
|
|
Corn futures
contracts
|
$(5,603,513)
|
$(380,763)
|
Soybeans futures
contracts
|
8,425
|
(793,538)
|
Sugar futures
contracts
|
(2,435,305)
|
263,581
|
Wheat futures
contracts
|
(5,305,113)
|
1,325,538
|
Total commodity futures
contracts
|
$(13,335,506)
|
$414,818
|
Volume of Derivative Activities
The average notional market value
categorized by primary underlying risk for all futures contracts
held was $167.2 million in 2019, $169.0 million in 2018, and $153.9
million in 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. The Funds bear their own costs incurred in connection
with the registration and offering of additional shares, which
include registration fees, legal fees, underwriting fees, and other
similar costs.
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:
December 31,
2019
|
Outstanding Shares
|
Net Assets
|
Teucrium
Corn Fund
|
5,075,004
|
$75,220,190
|
Teucrium
Soybean Fund
|
1,775,004
|
28,135,131
|
Teucrium
Sugar Fund
|
1,750,004
|
12,313,180
|
Teucrium
Wheat Fund
|
8,950,004
|
52,236,196
|
Teucrium
Agricultural Fund:
|
75,002
|
|
Net
assets including the investment in the Underlying
Funds
|
|
1,478,780
|
Less:
Investment in the Underlying Funds
|
|
(1,476,880)
|
Net
for the Fund in the combined net assets of the Trust
|
|
1,900
|
Total
|
|
$167,906,597
|
December 31,
2018
|
Outstanding Shares
|
Net
Assets
|
Teucrium Corn
Fund
|
3,500,004
|
$56,379,057
|
Teucrium Soybean
Fund
|
1,725,004
|
27,942,017
|
Teucrium Sugar
Fund
|
1,525,004
|
10,778,739
|
Teucrium Wheat
Fund
|
9,275,004
|
55,149,873
|
Teucrium Agricultural
Fund:
|
|
|
Net assets including the
investment in the Underlying Funds
|
75,002
|
1,524,760
|
Less: Investment in the Underlying
Funds
|
|
(1,523,286)
|
Net for the Fund in the combined
net assets of the Trust
|
|
1,474
|
Total
|
|
$150,251,160
|
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 year-ended December 31, 2019 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: Nothing to
report.
CANE: The total net assets of the Fund
decreased by $3,517,548 or 29% for the period from December 31,
2019 through March 9, 2020. This was driven by a 23% decrease in
the shares outstanding and a 7% decrease in the net asset value per
share.
WEAT: Nothing to
report.
TAGS: Nothing to report.
Report of Independent Registered
Public Accounting Firm
To the Sponsor and Shareholders
of
Teucrium
Corn Fund
Opinion on the
financial statements
We have audited the accompanying
statements of assets and liabilities, including the schedules of
investments, of Teucrium Corn Fund (the “Fund”), as of
December 31, 2019 and 2018, the related statements of operations, changes in
net assets, and cash flows for each of the three years in the
period ended December 31, 2019, and the related notes (collectively
referred to as the “financial statements”). In our
opinion, the financial
statements present fairly, in all material respects, the financial
position of the Fund as of
December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2019, in conformity with
accounting principles generally accepted in the United States of
America.
We also have audited, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the Fund’s internal
control over financial reporting as of December 31, 2019, based on
criteria established in the 2013 Internal Control—Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”), and
our report dated March 11, 2020 expressed an unqualified
opinion.
Basis for
opinion
These financial statements are the
responsibility of the Fund’s management. Our responsibility
is to express an opinion on the Fund’s financial statements
based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to
the Fund in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in
accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement
of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that
our audits provide a reasonable basis for our
opinion.
/s/ GRANT THORNTON
LLP
We have served as the Fund’s
auditor since 2014.
New York, New
York
March
11, 2020
Report of
Independent Registered Public Accounting
Firm
To the Sponsor and Shareholders
of
Teucrium
Corn Fund
Opinion
on internal control over financial reporting
We have audited the internal
control over financial reporting of Teucrium Corn Fund (the
“Fund”) as of December 31, 2019, based on criteria
established in the 2013 Internal
Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission
(“COSO”). In our opinion, the Fund maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2019, based on criteria established in
the 2013 Internal
Control—Integrated Framework issued by
COSO.
We also have audited, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the financial statements of
the Fund as of and for the year ended December 31, 2019, and our
report dated March 11, 2020 expressed an unqualified
opinion on those financial
statements.
Basis
for opinion
The Fund’s management is
responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the
accompanying Management’s Annual Report on Internal Control
over Financial Reporting. Our responsibility is to express an
opinion on the Fund’s internal control over financial
reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with
respect to the Fund in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in
accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our
opinion.
Definition
and limitations of internal control over financial
reporting
A fund’s internal control
over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles. A fund’s internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the fund; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
fund are being made only in accordance with authorizations of
management and directors of the fund; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the fund’s assets that
could have a material effect on the financial
statements.
Because of its inherent
limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ GRANT THORNTON
LLP
New York, New
York
March 11,
2020
TEUCRIUM CORN FUND
STATEMENTS OF
ASSETS AND LIABILITIES
|
December 31, 2019
|
December 31, 2018
|
|
|
|
Assets
|
|
|
Cash
and cash equivalents
|
$74,521,123
|
$58,910,133
|
Interest
receivable
|
106
|
7
|
Other
assets
|
-
|
6,380
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
1,365,055
|
107,363
|
Due
from broker
|
4,252
|
3,730,196
|
Total
equity in trading accounts
|
1,369,307
|
3,837,559
|
Total
assets
|
75,890,536
|
62,754,079
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
65,233
|
51,822
|
Payable
for purchases of commercial paper
|
-
|
4,981,957
|
Other
liabilities
|
23,539
|
43,955
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
581,574
|
1,297,288
|
Total
liabilities
|
670,346
|
6,375,022
|
|
|
|
Net assets
|
$75,220,190
|
$56,379,057
|
|
|
|
Shares outstanding
|
5,075,004
|
3,500,004
|
|
|
|
Shares authorized
|
10,125,000
|
12,800,000
|
|
|
|
Net asset value per share
|
$14.82
|
$16.11
|
|
|
|
Market value per share
|
$14.80
|
$16.05
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM CORN FUND
SCHEDULE OF
INVESTMENTS
December 31,
2019
Description: Assets
|
Fair Value
|
Percentage of Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio 1.50% (cost
$102)
|
$102
|
0.00%
|
102
|
|
|
|
|
|
|
|
Principal Amount
|
U.S.
Treasury Obligations
|
|
|
|
U.S.
Treasury Bills 1.53% (cost: $3,263,392 due 01/30/2020)
(a)(b)
|
$3,264,182
|
4.34%
|
3,268,000
|
|
|
|
|
Commercial
Paper
|
|
|
|
Broadcom
Inc. 2.01% (cost: $4,984,445 due 01/09/2020)
|
$4,997,778
|
6.65%
|
5,000,000
|
CNH
Industrial Capital LLC 2.12% (cost: $4,975,210 due
01/10/2020)
|
4,997,375
|
6.65
|
5,000,000
|
FMC
Technologies, Inc. 1.93% (cost: $4,976,267 due
02/04/2020)
|
4,990,933
|
6.64
|
5,000,000
|
FMC
Technologies, Inc. 2.01% (cost: $4,977,779 due
03/06/2020)
|
4,981,945
|
6.62
|
5,000,000
|
General
Motors Financial Company, Inc. 2.17% (cost: $2,486,562 due
01/02/2020)
|
2,499,851
|
3.32
|
2,500,000
|
General
Motors Financial Company, Inc. 2.15% (cost: $2,487,131 due
01/06/2020)
|
2,499,261
|
3.32
|
2,500,000
|
General
Motors Financial Company, Inc. 2.16% (cost: $4,973,547 due
01/15/2020)
|
4,995,839
|
6.64
|
5,000,000
|
Jabil
Inc. 2.15% (cost: $2,489,202 due 02/28/2020)
|
2,491,421
|
3.31
|
2,500,000
|
Royal
Caribbean Cruises Ltd. 2.12% (cost: $2,487,750 due
01/09/2020)
|
2,498,833
|
3.32
|
2,500,000
|
Total
Commercial Paper (cost: $34,837,893)
|
$34,953,236
|
46.47%
|
|
Total
Cash Equivalents
|
$38,217,520
|
50.81%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT
corn futures MAY20 (1,334 contracts)
|
$583,610
|
0.77%
|
$26,329,825
|
CBOT
corn futures JUL20 (1,126 contracts)
|
781,445
|
1.04
|
22,576,300
|
Total
commodity futures contracts
|
$1,365,055
|
1.81%
|
$48,906,125
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT
corn futures DEC20 (1,308 contracts)
|
$581,574
|
0.77%
|
$26,323,500
|
(a) Discount yield
at the time of purchase inclusive of collateral fees.
(b) The security
is held by the broker as collateral for open futures
contracts.
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM CORN
FUND
SCHEDULE OF
INVESTMENTS
December 31,
2018
Description: Assets
|
Fair Value
|
Percentage of Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio 2.24% (cost
$100)
|
$100
|
0.00%
|
100
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
CNH
Industrial Capital LLC 2.62% (cost: $4,969,667 due
1/10/2019)
|
$4,996,750
|
8.86%
|
5,000,000
|
Enable
Midstream Partners, LP 2.83% (cost: $2,484,445 due
1/11/2019)
|
2,498,056
|
4.43
|
2,500,000
|
Enable
Midstream Partners, LP 2.98% (cost: $2,488,528 due
1/16/2019)
|
2,496,927
|
4.43
|
2,500,000
|
Enable
Midstream Partners, LP 2.75% (cost: $2,491,469 due
1/10/2019)
|
2,498,294
|
4.43
|
2,500,000
|
Enable
Midstream Partners, LP 3.04% (cost: $4,962,425 due
2/28/2019)
|
4,975,785
|
8.83
|
5,000,000
|
Energy
Transfer Operating, L.P. 3.10% (cost: $2,493,817 due
1/31/2019)
|
2,493,817
|
4.42
|
2,500,000
|
Ford
Motor Credit Company LLC 2.63% (cost: $2,483,750 due
1/3/2019)
|
2,499,639
|
4.43
|
2,500,000
|
Ford
Motor Credit Company LLC 2.68% (cost: $2,483,806 due
1/18/2019)
|
2,496,872
|
4.43
|
2,500,000
|
General
Motors Financial Company, Inc. 2.83% (cost: $2,488,139 due
3/5/2019)
|
2,488,139
|
4.41
|
2,500,000
|
Humana
Inc. 2.91% (cost: $2,484,600 due 2/11/2019)
|
2,491,800
|
4.42
|
2,500,000
|
Royal
Caribbean Cruises Ltd. 2.73% (cost: $2,494,354 due
1/2/2019)
|
2,499,809
|
4.44
|
2,500,000
|
Royal
Caribbean Cruises Ltd. 2.77% (cost: $2,494,462 due
1/2/2019)
|
2,499,809
|
4.44
|
2,500,000
|
Total
Commercial Paper (cost: $34,819,462)
|
$34,935,697
|
61.97%
|
|
Total
Cash Equivalents
|
$34,935,797
|
61.97%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT
corn futures MAY19 (1,030 contracts)
|
$107,363
|
0.19%
|
$19,724,500
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States corn futures contracts
|
|
|
|
CBOT
corn futures JUL19 (866 contracts)
|
$348,200
|
0.62%
|
$16,919,475
|
CBOT
corn futures DEC19 (993 contracts)
|
949,088
|
1.68
|
19,735,875
|
Total
commodity futures contracts
|
$1,297,288
|
2.30%
|
$36,655,350
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM CORN FUND
STATEMENTS OF
OPERATIONS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Income
|
|
|
|
Realized
and unrealized (loss) gain on trading of commodity futures
contracts:
|
|
|
|
Realized
loss on commodity futures contracts
|
$(9,512,148)
|
$(3,025,313)
|
$(5,603,513)
|
Net
change in unrealized appreciation (depreciation) on commodity
futures contracts
|
1,973,406
|
651,638
|
(380,763)
|
Interest
income
|
1,843,431
|
1,480,822
|
778,560
|
Total
loss
|
(5,695,311)
|
(892,853)
|
(5,205,716)
|
|
|
|
|
Expenses
|
|
|
|
Management
fees
|
758,195
|
704,004
|
682,674
|
Professional
fees
|
521,193
|
540,101
|
633,381
|
Distribution
and marketing fees
|
1,148,456
|
1,164,066
|
1,177,003
|
Custodian
fees and expenses
|
156,364
|
127,477
|
153,987
|
Business
permits and licenses fees
|
20,150
|
22,661
|
25,251
|
General
and administrative expenses
|
103,076
|
108,248
|
125,534
|
Brokerage
commissions
|
18,768
|
91,065
|
79,700
|
Other
expenses
|
11,023
|
43,739
|
41,406
|
Total
expenses
|
2,737,225
|
2,801,361
|
2,918,936
|
|
|
|
|
Expenses
waived by the Sponsor
|
(15,639)
|
(280,817)
|
(409,562)
|
|
|
|
|
Total expenses, net
|
2,721,586
|
2,520,544
|
2,509,374
|
|
|
|
|
Net loss
|
$(8,416,897)
|
$(3,413,397)
|
$(7,715,090)
|
|
|
|
|
Net
loss per share
|
$(1.29)
|
$(0.64)
|
$(2.02)
|
Net
loss per weighted average share
|
$(1.72)
|
$(0.82)
|
$(2.08)
|
Weighted
average shares outstanding
|
4,882,196
|
4,169,662
|
3,714,045
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM
CORN FUND
STATEMENTS OF
CHANGES IN NET ASSETS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Operations
|
|
|
|
Net
loss
|
$(8,416,897)
|
$(3,413,397)
|
$(7,715,090)
|
Capital
transactions
|
|
|
|
Issuance
of Shares
|
43,738,918
|
26,460,193
|
25,173,968
|
Redemption
of Shares
|
(16,480,888)
|
(31,569,218)
|
(25,770,940)
|
Total
capital transactions
|
27,258,030
|
(5,109,025)
|
(596,972)
|
Net
change in net assets
|
18,841,133
|
(8,522,422)
|
(8,312,062)
|
|
|
|
|
Net assets, beginning of period
|
$56,379,057
|
$64,901,479
|
$73,213,541
|
|
|
|
|
Net assets, end of period
|
$75,220,190
|
$56,379,057
|
$64,901,479
|
|
|
|
|
Net asset value per share at beginning of period
|
$16.11
|
$16.75
|
$18.77
|
|
|
|
|
Net asset value per share at end of period
|
$14.82
|
$16.11
|
$16.75
|
|
|
|
|
Creation
of Shares
|
2,675,000
|
1,525,000
|
1,325,000
|
Redemption
of Shares
|
1,100,000
|
1,900,000
|
1,350,000
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM CORN FUND
STATEMENTS OF
CASH FLOWS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Cash flows from operating activities:
|
|
|
|
Net
loss
|
$(8,416,897)
|
$(3,413,397)
|
$(7,715,090)
|
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
|
|
||
Net
change in unrealized (appreciation) or depreciation on commodity
futures contracts
|
(1,973,406)
|
(651,638)
|
380,763
|
Changes in operating assets and liabilities:
|
|
|
|
Due
from broker
|
3,725,944
|
(26,300)
|
1,960,760
|
Interest
receivable
|
(99)
|
66
|
266
|
Other
assets
|
6,380
|
(3,608)
|
7,679
|
Management
fee payable to Sponsor
|
13,411
|
(3,610)
|
(9,733)
|
Payable
for purchases of commercial paper
|
(4,981,957)
|
4,981,957
|
-
|
Other
liabilities
|
(20,416)
|
(3,773)
|
39,504
|
Net
cash (used in)/provided by operating activities
|
(11,647,040)
|
879,697
|
(5,335,851)
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
Proceeds
from sale of Shares
|
43,738,918
|
26,460,193
|
25,173,968
|
Redemption
of Shares
|
(16,480,888)
|
(31,569,218)
|
(25,770,940)
|
Net
cash provided by/(used in) financing activities
|
27,258,030
|
(5,109,025)
|
(596,972)
|
|
|
|
|
Net change in cash and cash equivalents
|
15,610,990
|
(4,229,328)
|
(5,932,823)
|
Cash and cash equivalents, beginning of period
|
58,910,133
|
63,139,461
|
69,072,284
|
Cash and cash equivalents, end of period
|
$74,521,123
|
$58,910,133
|
$63,139,461
|
The
accompanying notes are an integral part of these financial
statements.
NOTES TO
FINANCIAL STATEMENTS
December 31,
2019
Note 1 – Organization and Operation
Teucrium Corn Fund (referred to
herein as “CORN,” or the “Fund”) is a
commodity pool that is a series of Teucrium Commodity Trust
(“Trust”), a Delaware statutory trust formed on
September 11, 2009. The Fund issues common units, called the
“Shares,” representing fractional undivided beneficial
interests in the Fund. The Fund continuously offers Creation
Baskets consisting of 25,000 Shares at their Net Asset Value
(“NAV”) to “Authorized Purchasers” through
Foreside Fund Services, LLC, which is the distributor for the Fund
(the “Distributor”). Authorized Purchasers sell such
Shares, which are listed on the New York Stock Exchange
(“NYSE”) Arca under the symbol “CORN,” to
the public at per-Share offering prices that reflect, among other
factors, the trading price of the Shares on the NYSE Arca, the NAV
of the Fund at the time the Authorized Purchaser purchased the
Creation Baskets and the NAV at the time of the offer of the Shares
to the public, the supply of and demand for Shares at the time of
sale, and the liquidity of the markets for corn interests. The
Fund’s Shares trade in the secondary market on the NYSE Arca
at prices that are lower or higher than their NAV per
Share.
The investment objective of CORN
is to have the daily changes in percentage terms of the
Shares’ Net Asset Value (“NAV”) reflect the daily
changes in percentage terms of a weighted average of the closing
settlement prices for three futures contracts for corn (“Corn
Futures Contracts”) that are traded on the Chicago Board of
Trade (“CBOT”):
CORN
Benchmark
CBOT Corn
Futures Contract
|
Weighting
|
Second to
expire
|
35%
|
Third to
expire
|
30%
|
December following the third to
expire
|
35%
|
The Fund commenced investment
operations on June 9, 2010 and has a fiscal year ending on December
31. The Fund’s sponsor is Teucrium Trading, LLC (the
“Sponsor”). The Sponsor is responsible for the
management of the Fund. The Sponsor is a member of the National
Futures Association (the "NFA") and became a commodity pool
operator ("CPO") registered with the Commodity Futures Trading
Commission (the "CFTC") effective November 10, 2009. The Sponsor
registered as a Commodity Trading Advisor ("CTA") with the CFTC
effective September 8, 2017.
On June 7, 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,
2019.
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
The Sponsor
employs U.S. Bank N.A. 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 doing business as U.S. Bank Global Fund
Services ("Global Fund Services") is 615 E. Michigan Street,
Milwaukee, WI 53202. In addition, effective on the Conversion Date,
Global Fund Services, 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 Global Fund Services 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 U.S. Bank N.A. 0.06% of average gross assets on the
first $250 million, 0.05% on the next $250 million, 0.04% on the
next $500 million and 0.03% on the balance over $1 billion
annually. A combined minimum annual fee of up to $64,500 for
custody, transfer agency, accounting and administrative services is
assessed per Fund. These services are recorded in custodian fees
and expenses on the statements of operations. A summary of these
expenses is included below.
The Sponsor employs Foreside Fund
Services, LLC (“Foreside” or the
“Distributor”) as the Distributor for the Funds. The
Distribution Services Agreement among the Distributor and the
Sponsor calls for the Distributor to work with the Custodian in
connection with the receipt and processing of orders for Creation
Baskets and Redemption Baskets and the review and approval of all
Fund sales literature and advertising materials. The Distributor
and the Sponsor have also entered into a Securities Activities and
Service Agreement (the “SASA”) under which certain
employees and officers of the Sponsor are licensed as registered
representatives or registered principals of the Distributor, under
Financial Industry Regulatory Authority (“FINRA”)
rules. For its services as the Distributor, Foreside receives a fee
of 0.01% of the Fund’s average daily net assets and an
aggregate annual fee of $100,000 for all Teucrium Funds, along with
certain expense reimbursements. For its services under the SASA,
Foreside receives a fee of $5,000 per registered representative and
$1,000 per registered location. These services are recorded in
distribution and marketing fees on the statements of operations. A
summary of these expenses is included below. Pursuant to a
Consulting Services Agreement, Foreside Consulting Services, LLC,
performs certain consulting support services for the Trust's
Sponsor. Additionally, Foreside Distributors, LLC performs certain
distribution consulting services pursuant to a Distribution
Consulting Agreement with the Trust's
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. Prior
to August 21, 2019, these expenses were recorded in brokerage
commissions on the statements of operations. Beginning on August
21, 2019, these expenses were recognized on a per-trade basis. The
half-turn is recognized as an unrealized loss on the statements of
operations for contracts that have been purchased since the change
in recognition, and a full turn is recognized as a realized loss on
the statements of operations when a contract is sold. A summary of
these expenses is included below.
The sole Trustee of the Trust is
Wilmington Trust Company, a Delaware banking corporation. The
Trustee will accept service of legal process on the Trust in the
State of Delaware and will make certain filings under the Delaware
Statutory Trust Act. For its services, the Trustee receives an
annual fee of $3,300 from the Trust. These services are recorded in
business permits and licenses fees on the statements of operations.
A summary of these expenses is included below.
The
Sponsor employs Exchange Traded Concepts, LLC ("ETC") as the
Marketing Agent, providing certain marketing consulting services in
connection with the content strategy and e-mail marketing for the
Funds. For its services as the Marketing Agent, ETC receives $2,500
a month and 0.02% of the Fund's average daily net assets, when
assets are above the combined amount of $160 million. These
services are recorded in distribution and marketing fees on the
statements of the operations. A summary of these expenses is
included below:
|
Year
Ended
December
31, 2019
|
Year
Ended
December
31, 2018
|
Year
Ended
December
31, 2017
|
Amount
Recognized for Custody Services
|
$156,364
|
$127,477
|
$153,987
|
Amount
of Custody Services Waived
|
$-
|
$762
|
$11,607
|
|
|
|
|
Amount
Recognized for Distribution Services
|
$71,723
|
$64,527
|
$81,940
|
Amount
of Distribution Services Waived
|
$-
|
$12,840
|
$20,150
|
|
|
|
|
Amount
Recognized for Brokerage Commissions
|
$18,768
|
$91,065
|
$79,700
|
Amount
of Brokerage Commissions Waived
|
$-
|
$-
|
$-
|
|
|
|
|
Amount
Recognized for Wilmington Trust
|
$1,688
|
$1,124
|
$1,311
|
Amount
of Wilmington Trust Waived
|
$-
|
$-
|
$1,311
|
|
|
|
|
Amount
Recognized for ETC
|
$25,517
|
$-
|
$-
|
Amount
of ETC Waived
|
$-
|
$-
|
$-
|
Note 3 – Summary of Significant Accounting
Policies
Basis of Presentation
The accompanying financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America
(“U.S. GAAP”) as detailed in the Financial Accounting
Standards Board’s Accounting Standards
Codification.
Revenue Recognition
Commodity futures contracts are
recorded on the trade date. All such transactions are recorded on
the identified cost basis and marked to market daily. Unrealized
appreciation or depreciation on commodity futures contracts are
reflected in the statements of assets and liabilities as the
difference between the original contract amount and the fair market
value as of the last business day of the year or as of the last
date of 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 and at other
financial institutions at prevailing market rates for such
investments.
Beginning in October 2017, the Sponsor began investing a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
Beginning in February of 2019, the
Sponsor began investing a portion of the cash held by the broker in
short term Treasury Bills as collateral for open futures contracts.
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.
The Sponsor adopted
ASC 606, Revenue from Contracts
With Customers, for the year ended December 31, 2018. The
adoption did not have a material impact on the financial statements
of the Trust or the Fund.
Brokerage Commissions
Beginning on August 21, 2019, the Sponsor began
recognizing the expense for brokerage commissions for futures
contract trades on a per-trade basis. Prior to the change,
brokerage commissions on all open commodity futures contracts were
accrued on the trade date and on a full-turn basis. The below table
shows the amounts included on the statements of operations as
unrealized losses attributed to brokerage commissions as of
December 31, 2019, as well as total brokerage commissions paid in
2019 inclusive of this unrealized loss.
|
CORN
|
Unrealized
Loss Attributed to Brokerage Commissions
|
$11,457
|
Total
Brokerage Commissions paid including unrealized loss
|
$81,568
|
Income Taxes
For United States federal income
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 2016 to 2019, 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 and for the years ended December 31, 2019, 2018, and
2017. 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 will recognize interest
accrued related to any unrecognized tax benefits and penalties in
income tax fees payable, if assessed. No interest expense or
penalties have been recognized as of and for the years ended
December 31, 2019, 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.
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. (EST) 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. (EST) on
the day the order to redeem the basket is properly
received.
The Fund receives or pays the
proceeds from shares sold or redeemed within three business days
after the trade date of the purchase or redemption. The amounts due
from Authorized Purchasers are reflected in the Fund’s
statements of assets and liabilities as receivable for shares sold.
Amounts payable to Authorized Purchasers upon redemption are
reflected in the Fund’s statements of assets and liabilities
as payable for shares redeemed.
As outlined in the
most recent Form S-1 filing, 50,000 shares represents two
Redemption Baskets for the Fund and a minimum level of shares. If
the Fund experienced redemptions that caused the number of Shares
outstanding to decrease to the minimum level of Shares required to
be outstanding, until the minimum number of Shares is again
exceeded through the purchase of a new Creation Basket, there can
be no more redemptions by an Authorized
Purchaser.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among
the shareholders of the Fund in proportion to the number of shares
each shareholder holds as of the close of each month.
Cash and Cash Equivalents
Cash equivalents are highly liquid investments
with original 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. Each Fund that is a series of the Trust has
the balance of its cash equivalents on deposit with financial
institutions. The Trust holds a balance in money market funds that
is included in cash and cash equivalents on the statements of
assets and liabilities. Effective in the second quarter 2015, the
Sponsor began investing a portion of the available cash for the
Funds in alternative demand deposit savings accounts, which are
classified as cash and not as cash equivalents. Assets deposited
with the bank may, at times, exceed federally insured limits.
Effective in the fourth quarter 2017, the Sponsor began investing a
portion of the available cash for the Funds in investment grade
commercial paper with durations of 90 days or less, which is
classified as a cash equivalent and is not FDIC insured. Effective
February 2019, the Sponsor began investing a portion of the cash
held by the FCM in short term Treasury Bills as collateral for open
futures contracts, which is classified as a cash equivalent and is
not FDIC insured.
|
December
31, 2019
|
December
31, 2018
|
December
31, 2017
|
Money
Market Funds
|
$102
|
$100
|
$170
|
Demand
Deposit Savings Accounts
|
36,303,603
|
23,974,336
|
38,174,418
|
Commercial
Paper
|
34,953,236
|
34,935,697
|
24,964,873
|
Treasury
Bills
|
3,264,182
|
-
|
-
|
Total
cash and cash equivalents as presented on the Statement of Assets
and Liabilities
|
$74,521,123
|
$58,910,133
|
$63,139,461
|
Payable for
Purchases of Commercial Paper
The amount recorded
by the Fund for commercial paper transactions awaiting settlement,
which represents the amount payable for contracts purchased but not
yet settled as of the reporting date. The value of the contract is
included in cash and cash equivalents, and the payable amount is
included as a liability.
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 relatively 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 a 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, Global Fund
Services, calculates the NAV of the Fund once each trading day. It
calculates the NAV as of the earlier of the close of the NYSE or
4:00 p.m. (EST). The NAV for a particular trading day is released
after 4:15 p.m. (EST).
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.
(EST). The value of over-the-counter corn interests is determined
based on the value of the commodity or futures contract underlying
such corn interest, except that a fair value may be determined if
the Sponsor believes that the Fund is subject to significant credit
risk relating to the counterparty to such corn interest. For
purposes of financial statements and reports, the Sponsor will
recalculate the NAV where necessary to reflect the “fair
value” of a Futures Contract when the Futures Contract closes
at its price fluctuation limit for the day. Treasury securities
held by the Fund are valued by the administrator using values
received from recognized third-party vendors and dealer quotes. NAV
includes any unrealized profit or loss on open corn interests and
any other income or expense accruing to the Fund but unpaid or not
received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party
Transactions
The
Sponsor is responsible for investing the assets of the Fund in
accordance with the objectives and policies of the Fund. In
addition, the Sponsor arranges for one or more third parties to
provide administrative, custodial, accounting, transfer agency and
other necessary services to the Trust and the Funds. In addition,
the Sponsor elected not to outsource services directly attributable
to the Trust and the Funds such as accounting, financial reporting,
regulatory compliance and trading activities. In addition, the Fund
is contractually obligated to pay a monthly management fee to the
Sponsor, based on average daily net assets, at a rate equal to
1.00% per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity.
These aggregate common expenses include, but are
not limited to, legal, auditing, accounting and financial
reporting, tax-preparation, regulatory compliance, trading
activities, and insurance costs, as well as fees paid to the
Distributor, which are included in the related line item in the
statements of operations. A portion of these aggregate common
expenses are related to the Sponsor or related parties of
principals of the Sponsor; these are necessary services to the
Funds, which are primarily the cost of performing accounting and
financial reporting, regulatory compliance, and trading activities
that are directly attributable to the Fund. Such expenses are
primarily recorded as distribution and marketing fees on the
statement of operations. All asset-based fees and expenses for the
Funds are calculated on the prior day’s net
assets.
|
Year
Ended
December
31, 2019
|
Year
Ended
December
31, 2018
|
Year
Ended
December
31, 2017
|
Recognized
Related Party Transactions
|
$858,901
|
$1,004,019
|
$998,194
|
Waived
Related Party Transactions
|
$14,500
|
$157,258
|
$215,815
|
The Sponsor has the ability to elect to pay
certain expenses on behalf of the Funds or waive the management
fee. This election is subject to change by the Sponsor, at its
discretion. Expenses paid by the Sponsor and Management fees waived
by the Sponsor are, if applicable, presented as waived expenses in
the statements of operations for each Fund. The Sponsor has
determined that there would be no recovery sought for the amounts
below in any future period:
|
CORN
|
Year
Ended December 31, 2019
|
$15,639
|
Year
Ended December 31, 2018
|
$280,817
|
Year
Ended December 31, 2017
|
$409,562
|
Use of Estimates
The preparation of financial
statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amount of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts
of the revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Fair Value - Definition and Hierarchy
In accordance with U.S. GAAP, fair
value is defined as the price that would be received to sell an
asset or paid to transfer a liability (i.e., the “exit
price”) in an orderly transaction between market participants
at the measurement date.
In determining fair value, the
Fund uses various valuation approaches. In accordance with GAAP, a
fair value hierarchy for inputs is used in measuring fair value
that maximizes the use of observable inputs and minimizes the use
of unobservable inputs by requiring that the most observable inputs
be used when available. Observable inputs are those that market
participants would use in pricing the asset or liability based on
market data obtained from sources independent of the Fund.
Unobservable inputs reflect the Fund’s assumptions about the
inputs market participants would use in pricing the asset or
liability developed based on the best information available in the
circumstances. The fair value hierarchy is categorized into three
levels based on the inputs as follows:
Level 1 - Valuations based on
unadjusted quoted prices in active markets for identical assets or
liabilities that the Fund has the ability to access. Valuation
adjustments and block discounts are not applied to Level 1
financial instruments. Since valuations are based on quoted prices
that are readily and regularly available in an active market,
valuation of these financial instruments does not entail a
significant degree of judgment.
Level 2 - Valuations based on quoted
prices in markets that are not active or for which all significant
inputs are observable, either directly or
indirectly.
Level 3 - Valuations based on inputs
that are unobservable and significant to the overall fair value
measurement.
The availability of valuation
techniques and observable inputs can vary from financial
instrument to financial instrument and is affected by a
wide variety of factors including, the type of financial
instrument, whether the financial instrument is new and not
yet established in the marketplace, and other characteristics
particular to the transaction. To the extent that valuation is
based on models or inputs that are less observable or unobservable
in the market, the determination of fair value requires more
judgment. Those estimated values do not necessarily represent the
amounts that may be ultimately realized due to the occurrence of
future circumstances that cannot be reasonably determined. Because
of the inherent uncertainty of valuation, those estimated values
may be materially higher or lower than the values that would have
been used had a ready market for the financial
instruments existed. Accordingly, the degree of judgment
exercised by the Fund in determining fair value is greatest for
financial instruments categorized in Level 3. In certain
cases, the inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, for
disclosure purposes, the level in the fair value hierarchy, within
which the fair value measurement in its entirety falls, is
determined based on the lowest level input that is significant to
the fair value measurement.
Fair value is a market-based
measure considered from the perspective of a market participant
rather than an entity-specific measure. Therefore, even when market
assumptions are not readily available, the Fund’s own
assumptions are set to reflect those that market participants would
use in pricing the asset or liability at the measurement date. The
Fund uses prices and inputs that are current as of the measurement
date, including during periods of market dislocation. In periods of
market dislocation, the observability of prices and inputs may be
reduced for many securities. This condition could cause a financial
instrument to be reclassified to a lower level within the fair
value hierarchy. For instance, when Corn Futures Contracts on the
CBOT are not actively trading due to a “limit-up” or
limit-down” condition, meaning that the change in the Corn
Futures Contracts has exceeded the limits established, the Trust
and the Fund will revert to alternative verifiable sources of
valuation of its assets. When such a situation exists on a quarter
close, the Sponsor will calculate the Net Asset Value
(“NAV”) on a particular day using the Level 1
valuation, but will later recalculate the NAV for the impacted Fund
based upon the valuation inputs from these alternative verifiable
sources (Level 2 or Level 3) and will report such NAV in its
applicable financial statements and reports.
On December 31, 2019 and 2018, 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 years being reported.
For the years ended December 31,
2019 and 2018, the Fund did not have any significant transfers
between any of the levels of the fair value
hierarchy.
The Fund records its derivative
activities at fair value. Gains and losses from derivative
contracts are included in the statements of operations. Derivative
contracts include futures contracts related to commodity prices.
Futures, which are listed on a national securities exchange, such
as the CBOT and the ICE, or reported on another national market,
are generally categorized in Level 1 of the fair value hierarchy.
OTC derivatives contracts (such as forward and swap contracts)
which may be valued using models, depending on whether significant
inputs are observable or unobservable, are categorized in Levels 2
or 3 of the fair value hierarchy.
Expenses
Expenses are recorded using the
accrual method of accounting.
Net Income (Loss) per Share
Net income (loss) per Share is the
difference between the NAV per unit at the beginning of each period
and at the end of each period. The weighted average number of
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”) 2019-07: “Codification Updates to SEC
Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule
Releases No. 33-10532, Disclosure Update and Simplification, and
Nos. 33-10231 and 33-10442, Investment Company Reporting
Modernization, and Miscellaneous Updates.” The amendments
improve, update, and simplify the SEC’s regulations on
financial reporting and disclosure. The amendments were adopted for
the quarter ended September 30, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2019-04:
“Codification Improvements to Topic 326, Financial
Instruments – Credit Losses, Topic 815, Derivatives and
hedging, and Topic 825, Financial Instruments.” The
amendments clarify and improve areas of guidance related to the
recently issued standards on credit losses, hedging, and
recognition and measurement, specifically relating to ASU 2017-12.
The amendments were early adopted for the quarter ended June 30,
2019; the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2019-01:
"Leases (Topic 842): Codification Improvements." These amendments
align the guidance for fair value of underlying assets by lessors
that are not manufacturers or dealers in Topic 842 with that of
existing guidance. The amendments will be effective for fiscal
years and interim periods beginning after December 15, 2019 and may
be adopted early. The
amendments were early adopted for the year ended December 31, 2019;
the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2018-13:
“Fair Value Measurement (Topic 820): Disclosure Framework
– Changes to the Disclosure Requirements for Fair Value
Measurement. These amendments modify public and private company
fair value disclosure requirements. While some disclosures were
removed or modified, others were added. The guidance is a result of
the FASB’s test of the principals developed to improve the
effectiveness of disclosures in the notes to the financial
statements. The amendments will be effective for fiscal years and
interim periods beginning after December 15, 2019 and may be
adopted early. The amendments were early adopted
for the year ended December 31, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2018-05,
“Income Taxes (Topic 740): Amendments to SEC Paragraphs
Pursuant to SEC Staff Accounting Bulletin No. 118." These
amendments add guidance to the FASB Accounting Standards
Codification regarding the Tax Cuts and Jobs Act (Act). The
amendments were adopted for the quarter ended March 31, 2018; the
adoption did not have a material impact on the financial statements
and disclosures of the Trust or the Fund.
The FASB issued ASU 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.
The
amendments were early adopted for the year ended December 31, 2019;
the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2017-12,
“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 were adopted for the
quarter ended March 31, 2019; the adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
The
FASB issued ASU 2017-03, “Accounting Changes and Error
Corrections (Topic 250) and Investments – Equity Method and
Joint Ventures (Topic 323)”. These amendments require disclosure of
the impact that recently issued accounting standards will have on
the financial statements of a registrant when such standards are
adopted in a future period. The amendments were adopted for the
quarter ended March 31, 2017; the adoption did not have a material
impact on the financial statements and disclosures
of the Trust or the
Fund.
The FASB issued ASU 2017-01,
“Business Combinations (Topic 805): Clarifying the Definition
of a Business”. The amendments are intended to help companies
and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals)
of assets or businesses. The amendments are effective for public
companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. The adoption did
not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2016-18, “Statement of Cash Flows (Topic
230)”. The amendments in this update require that a statement
of cash flows explain the change during the
period in the total of cash, cash
equivalents, and amounts generally described as restricted cash or
restricted cash equivalents. Therefore, amounts generally described
as restricted cash and restricted cash equivalents should be
included with cash and cash equivalents when reconciling the
beginning of period and end of period total amounts
shown on the statement of cash
flows. The amendments are effective for fiscal years beginning
after December 15, 2017, and interim periods within those fiscal
years. The Sponsor elected to early adopt ASU 2016-18 for the year
ending December 31, 2017 and the adoption did not have a material
impact on the financial statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts
with Customers (Topic 606),” which replaces the revenue
recognition requirements of “Revenue
Recognition (Topic 605).”
This ASU is based on the principle that revenue is recognized to
depict the transfer of goods and services to customers in an amount
that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. This ASU provides
new and more detailed guidance on specific topics and
expands and improves disclosures
about revenue. In August 2015, the FASB issued ASU 2015-14 which
defers the effective date of ASU 2014-09 by one year to fiscal
years beginning after December 15, 2017. ASU 2015-14 also permits
early adoption of ASU 2014-09, but not before the original
effective date, which was for fiscal years
beginning after December 15, 2016.
The Trust and the Fund record income or loss from the recognition
and measurement of futures contracts and from interest income under
Subtopic 825-10. Revenue from financial instruments which are
valued under Subtopic 825 will not be subject to the application of
ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for
the fiscal year ending December 31, 2017. The adoption did not have
a material impact on the financial statements and disclosures of
the Trust or the Fund.
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 Funds record income or
loss from the recognition and
measurement of futures contracts and from interest income under
Subtopic 825-10. Revenue from financial instruments which are
valued under Subtopic 825 will not be subject to the application of
ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year
ending December 31, 2017. The adoption did not
have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2016-02, “Leases (Topic
842).” The amendments in this update increase transparency
and comparability among organizations by recognizing lease assets
and lease liabilities on the balance sheet and disclosing key
information about leasing arrangements. The amendments were adopted
for the quarter ended March 31, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2016-01, “Financial Instruments-Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities.” The amendments in this update are
intended to improve the recognitions measurement and disclosure of
financial instruments. The amendments to this update are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. These amendments are required to
be applied prospectively. The adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
Note
4 – Fair Value Measurements
The Fund’s assets and
liabilities recorded at fair value have been categorized based upon
a fair value hierarchy as described in the Fund’s significant
accounting policies in Note 3. The following table presents
information about the Fund’s assets and liabilities measured
at fair value as of December 31, 2019 and December 31,
2018:
December
31, 2019
|
|
|
|
|
|
|
|
|
|
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2019
|
Cash
Equivalents
|
$38,217,520
|
$-
|
$-
|
$38,217,520
|
Corn
Futures Contracts
|
1,365,055
|
-
|
-
|
1,365,055
|
Total
|
$39,582,575
|
$-
|
$-
|
$39,582,575
|
|
|
|
|
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2019
|
Corn
Futures Contracts
|
$581,574
|
$-
|
$-
|
$581,574
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2018
|
Cash
Equivalents
|
$34,935,797
|
$-
|
$-
|
$34,935,797
|
Corn
Futures Contracts
|
107,363
|
-
|
-
|
107,363
|
Total
|
$35,043,160
|
$-
|
$-
|
$35,043,160
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2018
|
Corn
Futures Contracts
|
$1,297,288
|
$-
|
$-
|
$1,297,288
|
For the years ended December 31,
2019 and 2018, the Fund did not have any significant transfers
between any of the levels of the fair value
hierarchy.
See the Fair Value - Definition and Hierarchy
section in Note 3 above for an explanation of the transfers into
and out of each level of the fair value
hierarchy
Note 5 - Derivative Instruments and Hedging
Activities
In the normal course of business,
the Fund utilizes derivative contracts in connection with its
proprietary trading activities. Investments in derivative contracts
are subject to additional risks that can result in a loss of all or
part of an investment. The Fund’s derivative activities and
exposure to derivative contracts are classified by the following
primary underlying risks: interest rate, credit, commodity price,
and equity price risks. In addition to its primary underlying
risks, the Fund is also subject to additional counterparty risk due
to inability of its counterparties to meet the terms of their
contracts. For the years ended December 31, 2019 and 2018, 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 December 31, 2019 and
2018.
Offsetting of
Financial Assets and Derivative Assets as of December 31,
2019
|
(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
|
$1,365,055
|
$-
|
$1,365,055
|
$581,574
|
$-
|
$783,481
|
Offsetting of
Financial Liabilities and Derivative Liabilities as of December 31,
2019
|
(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
|
$581,574
|
$-
|
$581,574
|
$581,574
|
$-
|
$-
|
Offsetting of
Financial Assets and Derivative Assets as of December 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
|
$107,363
|
$-
|
$107,363
|
$107,363
|
-
|
$-
|
Offsetting of
Financial Liabilities and Derivative Liabilities as of December 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
|
|
|
|
|
|
|
Corn
futures contracts
|
$1,297,288
|
$-
|
$1,297,288
|
$107,363
|
1,189,925
|
$-
|
The following is a summary of
realized and net change in unrealized gains (losses) of the
derivative instruments utilized by the Fund:
Year ended
December 31, 2019
|
Realized
Loss on Commodity Futures Contracts
|
Net
Change in Unrealized Appreciation on Commodity Futures
Contracts
|
Commodity
Price
|
|
|
Corn
futures contracts
|
$(9,512,148)
|
$1,973,406
|
Year ended
December 31, 2018
|
Realized
Loss on Commodity Futures Contracts
|
Net
Change in Unrealized Appreciation on Commodity Futures
Contracts
|
Commodity
Price
|
|
|
Corn
futures contracts
|
$(3,025,313)
|
$651,638
|
Year ended
December 31, 2017
|
Realized Loss on Commodity Futures Contracts
|
Net Change in Unrealized Depreciation on Commodity Futures
Contracts
|
Commodity
Price
|
|
|
Corn
futures contracts
|
$(5,603,513)
|
$(380,763)
|
Volume of Derivative Activities
The average notional market value
categorized by primary underlying risk for all futures contracts
held was $76.3 million in 2019, $69.7 million in 2018, and $67.5
million in 2017.
Note 6 - Financial Highlights
The following table presents per
share performance data and other supplemental financial data for
the years ended December 31, 2019, 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.
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Per Share Operation Performance
|
|
|
|
Net
asset value at beginning of period
|
$16.11
|
$16.75
|
$18.77
|
Income (loss) from investment operations:
|
|
|
|
Investment
income
|
0.38
|
0.35
|
0.21
|
Net
realized and unrealized loss on commodity futures
contracts
|
(1.11)
|
(0.39)
|
(1.55)
|
Total
expenses, net
|
(0.56)
|
(0.60)
|
(0.68)
|
Net
decrease in net asset value
|
(1.29)
|
(0.64)
|
(2.02)
|
Net
asset value at end of period
|
$14.82
|
$16.11
|
$16.75
|
Total Return
|
(7.99)%
|
(3.82)%
|
(10.76)%
|
Ratios to Average Net Assets (Annualized)
|
|
|
|
Total
expenses
|
3.61%
|
3.98%
|
4.28%
|
Total
expenses, net
|
3.59%
|
3.58%
|
3.68%
|
Net
investment loss
|
(1.16)%
|
(1.48)%
|
(2.54)%
|
The financial highlights per share
data are calculated consistent with the methodology used to
calculate asset-based fees and expenses.
Note 7 – Quarterly Financial Data
(Unaudited)
The following summarized quarterly
financial information presents the results of operations for the
Teucrium Corn Fund and other data for three-month periods ended
March 31, June 30, September 30 and December 31, 2019 and
2018.
|
Three months ended
|
Three months ended
|
Three months ended
|
Three months ended
|
|
March 31, 2019
|
June 30, 2019
|
September 30, 2019
|
December 31, 2019
|
Total
Income (Loss)
|
$(2,641,781)
|
$4,818,848
|
$(6,305,081)
|
$(1,567,297)
|
Total
Expenses
|
510,239
|
682,968
|
814,454
|
729,564
|
Total
Expenses, net
|
504,600
|
682,968
|
804,454
|
729,564
|
Net
Income (Loss)
|
$(3,146,381)
|
$4,135,880
|
$(7,109,535)
|
$(2,296,861)
|
Net
Income (Loss) per share
|
$(0.89)
|
$1.18
|
$(1.18)
|
$(0.40)
|
|
Three months ended
|
Three months ended
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
June 30, 2018
|
September 30, 2018
|
December 31, 2018
|
Total
Income (Loss)
|
$5,507,209
|
$(6,465,079)
|
$(1,727,463)
|
$1,792,478
|
Total
Expenses
|
670,883
|
754,733
|
683,626
|
692,119
|
Total
Expenses, net
|
630,201
|
656,692
|
651,503
|
582,148
|
Net
Income (Loss)
|
$4,877,008
|
$(7,121,771)
|
$(2,378,966)
|
$1,210,330
|
Net
Income (Loss) per share
|
$1.24
|
$(1.56)
|
$(0.59)
|
$(1.49)
|
Note 8 - 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 is not obligated to reimburse these costs to
the Sponsor. The Fund bears its own costs incurred in connection
with the registration and offering of additional shares, which
include registration fees, legal fees, underwriting fees and other
similar costs.
Note 9 – Subsequent Events
Management has evaluated the financial statements
for the year ended December 31, 2019 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.
Report of Independent Registered
Public Accounting Firm
To the Sponsor and Shareholders
of
Teucrium
Soybean Fund
Opinion
on the financial statements
We have audited the accompanying
statements of assets and liabilities, including the schedules of
investments, of Teucrium Soybean Fund (the “Fund”), as
of December 31, 2019 and 2018, the related statements of operations, changes in
net assets, and cash flows for each of the three years in the
period ended December 31, 2019, and the related notes (collectively
referred to as the “financial statements”). In our
opinion, the financial
statements present fairly, in all material respects, the financial
position of the Fund as of
December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2019, in conformity with
accounting principles generally accepted in the United States of
America.
We also have audited, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the Fund’s internal
control over financial reporting as of December 31, 2019, based on
criteria established in the 2013 Internal Control—Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”), and
our report dated March 11, 2020 expressed an unqualified
opinion.
Basis for
opinion
These financial statements are the
responsibility of the Fund’s management. Our responsibility
is to express an opinion on the Fund’s financial statements
based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to
the Fund in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in
accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement
of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that
our audits provide a reasonable basis for our
opinion.
/s/ GRANT THORNTON
LLP
We have served as the Fund’s
auditor since 2014.
New York, New
York
March 11, 2020
Report of
Independent Registered Public Accounting
Firm
To the Sponsor and Shareholders
of
Teucrium
Soybean Fund
Opinion
on internal control over financial reporting
We have audited the internal
control over financial reporting of Teucrium Soybean Fund (the
“Fund”) as of December 31, 2019, based on criteria
established in the 2013 Internal
Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission
(“COSO”). In our opinion, the Fund maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2019, based on criteria established in
the 2013 Internal
Control—Integrated Framework issued by
COSO.
We also have audited, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the financial statements of
the Fund as of and for the year ended December 31, 2019, and our
report dated March 11, 2020 expressed an unqualified
opinion on those financial
statements.
Basis
for opinion
The Fund’s management is
responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the
accompanying Management’s Annual Report on Internal Control
over Financial Reporting. Our responsibility is to express an
opinion on the Fund’s internal control over financial
reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with
respect to the Fund in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in
accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our
opinion.
Definition
and limitations of internal control over financial
reporting
A fund’s internal control
over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles. A fund’s internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the fund; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
fund are being made only in accordance with authorizations of
management and directors of the fund; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the fund’s assets that
could have a material effect on the financial
statements.
Because of its inherent
limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ GRANT THORNTON
LLP
New York, New
York
March 11, 2020
TEUCRIUM SOYBEAN
FUND
STATEMENTS OF
ASSETS AND LIABILITIES
|
December 31, 2019
|
December 31, 2018
|
|
|
|
Assets
|
|
|
Cash
and cash equivalents
|
$27,874,691
|
$26,774,939
|
Interest
receivable
|
42
|
4
|
Other
assets
|
4,370
|
-
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
931,896
|
228,400
|
Due
from broker
|
-
|
1,022,182
|
Total
equity in trading accounts
|
931,896
|
1,250,582
|
Total
assets
|
28,810,999
|
28,025,525
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
23,139
|
24,973
|
Other
liabilities
|
8,921
|
19,285
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
-
|
39,250
|
Due
to broker
|
643,808
|
-
|
Total
equity in trading accounts
|
643,808
|
39,250
|
Total
liabilities
|
675,868
|
83,508
|
|
|
|
Net assets
|
$28,135,131
|
$27,942,017
|
|
|
|
Shares outstanding
|
1,775,004
|
1,725,004
|
|
|
|
Shares authorized
|
9,700,000
|
10,350,000
|
|
|
|
Net asset value per share
|
$15.85
|
$16.20
|
|
|
|
Market value per share
|
$15.83
|
$16.18
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM
SOYBEAN FUND
SCHEDULE OF
INVESTMENTS
December 31,
2019
Description: Assets
|
Fair Value
|
Percentage of Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio 1.50%
(cost $103)
|
$103
|
0.00%
|
103
|
|
|
|
|
|
|
|
Principal Amount
|
U.S.
Treasury Obligations
|
|
|
|
U.S.
Treasury Bills 1.53% (cost: $714,992 due 01/30/2020)
(a)(b)
|
$715,165
|
2.54%
|
716,000
|
|
|
|
|
Commercial
Paper
|
|
|
|
General
Motors Financial Company, Inc. 2.15% (cost: $2,487,131 due
01/06/2020)
|
$2,499,260
|
8.88%
|
2,500,000
|
FMC
Technologies, Inc. 1.93% (cost: $2,488,133 due
02/04/2020)
|
2,495,467
|
8.87
|
2,500,000
|
CNH
Industrial Capital LLC 1.86% (cost: $2,493,962 due
01/06/2020)
|
2,499,358
|
8.89
|
2,500,000
|
Jabil
Inc. 2.03% (cost: $2,488,637 due 02/28/2020)
|
2,491,864
|
8.86
|
2,500,000
|
Energy
Transfer Operating, L.P. 1.99% (cost: $2,493,813 due
01/31/2020)
|
2,495,875
|
8.87
|
2,500,000
|
Total
Commercial Paper (cost: $12,451,676)
|
$12,481,824
|
44.37%
|
|
Total
Cash Equivalents
|
$13,197,092
|
46.91%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States soybean futures contracts
|
|
|
|
CBOT
soybean futures MAR20 (207 contracts)
|
$345,319
|
1.23%
|
$9,889,425
|
CBOT
soybean futures MAY20 (175 contracts)
|
247,987
|
0.88
|
8,476,563
|
CBOT
soybean futures NOV20 (200 contracts)
|
338,590
|
1.20
|
9,787,500
|
Total
commodity futures contracts
|
$931,896
|
3.31%
|
$28,153,488
|
(a) Discount yield
at the time of purchase inclusive of collateral fees.
(b) The security
is held by the broker as collateral for open futures
contracts.
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM SOYBEAN
FUND
SCHEDULE OF
INVESTMENTS
December 31,
2018
Description: Assets
|
Fair Value
|
Percentage of Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio 2.24% (cost
$100)
|
$100
|
0.00%
|
100
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
CNH
Industrial Capital LLC 2.63% (cost: $2,484,833 due
1/10/2019)
|
$2,498,375
|
8.94%
|
2,500,000
|
Enbridge
Energy Partners, L.P. 2.96% (cost: $2,490,844 due
1/10/2019)
|
2,498,169
|
8.94
|
2,500,000
|
Energy
Transfer Operating, L.P. 2.80% (cost: $4,986,486 due
1/4/2019)
|
4,998,842
|
17.89
|
5,000,000
|
Enbridge
Energy Partners, L.P. 2.98% (cost: $2,491,806 due
1/15/2019)
|
2,497,132
|
8.94
|
2,500,000
|
Total
Commercial Paper (cost: $12,453,969)
|
$12,492,518
|
44.71%
|
|
Total
Cash Equivalents
|
$12,492,618
|
44.71%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States soybean futures contracts
|
|
|
|
CBOT
soybean futures MAR19 (218 contracts)
|
$228,400
|
0.82%
|
$9,755,500
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States soybean futures contracts
|
|
|
|
CBOT
soybean futures MAY19 (185 contracts)
|
$35,688
|
0.13%
|
$8,396,688
|
CBOT
soybean futures NOV19 (209 contracts)
|
3,562
|
0.01
|
9,773,363
|
Total
commodity futures contracts
|
$39,250
|
0.14%
|
$18,170,051
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM
SOYBEAN FUND
STATEMENTS OF
OPERATIONS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Income
|
|
|
|
Realized
and unrealized gain (loss) on trading of commodity futures
contracts:
|
|
|
|
Realized
(loss) gain on commodity futures contracts
|
$(438,468)
|
$(2,085,438)
|
$8,425
|
Net
change in unrealized appreciation or (depreciation) on commodity
futures contracts
|
742,746
|
637,213
|
(793,538)
|
Interest
income
|
677,163
|
460,170
|
152,945
|
Total
income (loss)
|
981,441
|
(988,055)
|
(632,168)
|
|
|
|
|
Expenses
|
|
|
|
Management
fees
|
278,152
|
212,287
|
133,058
|
Professional
fees
|
193,574
|
271,612
|
179,081
|
Distribution
and marketing fees
|
492,175
|
516,337
|
209,915
|
Custodian
fees and expenses
|
66,109
|
60,879
|
28,109
|
Business
permits and licenses fees
|
19,578
|
30,179
|
17,505
|
General
and administrative expenses
|
48,352
|
42,615
|
24,282
|
Brokerage
commissions
|
4,193
|
15,780
|
8,462
|
Other
expenses
|
2,812
|
21,704
|
9,689
|
Total
expenses
|
1,104,945
|
1,171,393
|
610,101
|
|
|
|
|
Expenses
waived by the Sponsor
|
(96,303)
|
(394,591)
|
(126,489)
|
|
|
|
|
Total expenses, net
|
1,008,642
|
776,802
|
483,612
|
|
|
|
|
Net loss
|
$(27,201)
|
$(1,764,857)
|
$(1,115,780)
|
|
|
|
|
Net
loss per share
|
$(0.35)
|
$(1.65)
|
$(1.23)
|
Net
loss per weighted average share
|
$(0.02)
|
$(1.40)
|
$(1.55)
|
Weighted
average shares outstanding
|
1,784,251
|
1,261,579
|
717,607
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM
SOYBEAN FUND
STATEMENTS OF
CHANGES IN NET ASSETS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Operations
|
|
|
|
Net
loss
|
$(27,201)
|
$(1,764,857)
|
$(1,115,780)
|
Capital
transactions
|
|
|
|
Issuance
of Shares
|
9,627,010
|
26,403,162
|
20,374,923
|
Redemption
of Shares
|
(9,406,695)
|
(6,960,313)
|
(21,877,218)
|
Total
capital transactions
|
220,315
|
19,442,849
|
(1,502,295)
|
Net
change in net assets
|
193,114
|
17,677,992
|
(2,618,075)
|
|
|
|
|
Net assets, beginning of period
|
$27,942,017
|
$10,264,025
|
$12,882,100
|
|
|
|
|
Net assets, end of period
|
$28,135,131
|
$27,942,017
|
$10,264,025
|
|
|
|
|
Net asset value per share at beginning of period
|
$16.20
|
$17.85
|
$19.08
|
|
|
|
|
Net asset value per share at end of period
|
$15.85
|
$16.20
|
$17.85
|
|
|
|
|
Creation
of Shares
|
650,000
|
1,575,000
|
1,100,000
|
Redemption
of Shares
|
600,000
|
425,000
|
1,200,000
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM
SOYBEAN FUND
STATEMENTS OF
CASH FLOWS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Cash flows from operating activities:
|
|
|
|
Net
loss
|
$(27,201)
|
$(1,764,857)
|
$(1,115,780)
|
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
|
|
|
|
Net
change in unrealized (appreciation) or depreciation on commodity
futures contracts
|
(742,746)
|
(637,213)
|
793,538
|
Changes in operating assets and liabilities:
|
|
|
|
Due
from broker
|
1,022,182
|
(232,546)
|
(618,663)
|
Interest
receivable
|
(38)
|
18
|
16
|
Other
assets
|
(4,370)
|
1,839
|
2,265
|
Due
to broker
|
643,808
|
-
|
-
|
Management
fee payable to Sponsor
|
(1,834)
|
12,862
|
220
|
Other
liabilities
|
(10,364)
|
9,802
|
4,885
|
Net
cash provided by/(used in) operating activities
|
879,437
|
(2,610,095)
|
(933,519)
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
Proceeds
from sale of Shares
|
9,627,010
|
26,403,162
|
20,374,923
|
Redemption
of Shares
|
(9,406,695)
|
(6,960,313)
|
(21,877,218)
|
Net
cash provided by/(used in) financing activities
|
220,315
|
19,442,849
|
(1,502,295)
|
|
|
|
|
Net change in cash and cash equivalents
|
1,099,752
|
16,832,754
|
(2,435,814)
|
Cash and cash equivalents, beginning of period
|
26,774,939
|
9,942,185
|
12,377,999
|
Cash and cash equivalents, end of period
|
$27,874,691
|
$26,774,939
|
$9,942,185
|
The
accompanying notes are an integral part of these financial
statements.
NOTES TO FINANCIAL STATEMENTS
December 31,
2019
Note 1 – Organization and Operation
Teucrium Soybean Fund (referred to
herein as “SOYB” or the “Fund”) is a
commodity pool that is a series of Teucrium Commodity Trust
(“Trust”), a Delaware statutory trust formed on
September 11, 2009. The Fund issues common units, called the
“Shares,” representing fractional undivided beneficial
interests in the Fund. The Fund continuously offers Creation
Baskets consisting of 25,000 Shares at their Net Asset Value
(“NAV”) to “Authorized Purchasers” through
Foreside Fund Services, LLC, which is the distributor for the Fund
(the “Distributor”). Authorized Purchasers sell such
Shares, which are listed on the New York Stock Exchange
(“NYSE”) Arca under the symbol “SOYB,” to
the public at per-Share offering prices that reflect, among other
factors, the trading price of the Shares on the NYSE Arca, the NAV
of the Fund at the time the Authorized Purchaser purchased the
Creation Baskets and the NAV at the time of the offer of the Shares
to the public, the supply of and demand for Shares at the time of
sale, and the liquidity of the markets for soybean interests. The
Fund’s Shares trade in the secondary market on the NYSE Arca
at prices that are lower or higher than their NAV per
Share.
The investment objective of SOYB
is to have the daily changes in percentage terms of the
Shares’ Net Asset Value (“NAV”) reflect the daily
changes in percentage terms of a weighted average of the closing
settlement prices for three futures contracts for soybeans
(“Soybeans Futures Contracts”) that are traded on the
Chicago Board of Trade (“CBOT”):
SOYB
Benchmark
CBOT Soybeans
Futures Contract
|
Weighting
|
Second to expire (excluding August
& September)
|
35%
|
Third to expire (excluding August
& September)
|
30%
|
Expiring in the November following
the expiration of the third-to-expire contract
|
35%
|
The fund commenced investment
operations on September 19, 2011 and has a fiscal year ending
December 31. The Fund’s sponsor is Teucrium Trading, LLC (the
“Sponsor”). The Sponsor is responsible for the
management of the Fund. The Sponsor is a member of the National
Futures Association (the “NFA”) and became a commodity
pool operator registered with the Commodity Futures Trading
Commission (the “CFTC”) effective November 10, 2009.
The Sponsor registered as a Commodity Trading Advisor ("CTA") with
the CFTC effective September 8, 2017.
On June 13, 2011, the initial Form
S-1 for SOYB was declared effective by the SEC. On September 16,
2011, two Creation Baskets were issued representing 100,000 shares
and $2,500,000. On September 19, 2011, SOYB started trading on the
NYSE Arca. The current registration statements for SOYB was
declared effective by the SEC on April 30, 2018. The registration
statements for SOYB registered an additional 5,000,000
shares.
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
The Sponsor
employs U.S. Bank N.A. 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 doing business as U.S. Bank Global Fund
Services ("Global Fund Services") is 615 E. Michigan Street,
Milwaukee, WI 53202. In addition, effective on the Conversion Date,
Global Fund Services, 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 Global Fund Services 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 U.S. Bank N.A. 0.06% of average gross assets on the
first $250 million, 0.05% on the next $250 million, 0.04% on the
next $500 million and 0.03% on the balance over $1 billion
annually. A combined minimum annual fee of up to $64,500 for
custody, transfer agency, accounting and administrative services is
assessed per Fund. These services are recorded in custodian fees
and expenses on the statements of operations. A summary of these
expenses is included below.
The Sponsor employs Foreside Fund
Services, LLC (“Foreside” or the
“Distributor”) as the Distributor for the Funds. The
Distribution Services Agreement among the Distributor and the
Sponsor calls for the Distributor to work with the Custodian in
connection with the receipt and processing of orders for Creation
Baskets and Redemption Baskets and the review and approval of all
Fund sales literature and advertising materials. The Distributor
and the Sponsor have also entered into a Securities Activities and
Service Agreement (the “SASA”) under which certain
employees and officers of the Sponsor are licensed as registered
representatives or registered principals of the Distributor, under
Financial Industry Regulatory Authority (“FINRA”)
rules. For its services as the Distributor, Foreside receives a fee
of 0.01% of the Fund’s average daily net assets and an
aggregate annual fee of $100,000 for all Teucrium Funds, along with
certain expense reimbursements. For its services under the SASA,
Foreside receives a fee of $5,000 per registered representative and
$1,000 per registered location. These services are recorded in
distribution and marketing fees on the statements of operations. A
summary of these expenses is included below. Pursuant to a
Consulting Services Agreement, Foreside Consulting Services, LLC,
performs certain consulting support services for the Trust's
Sponsor. Additionally, Foreside Distributors, LLC performs certain
distribution consulting services pursuant to a Distribution
Consulting Agreement with the Trust's
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. Prior
to August 21, 2019, these expenses were recorded in brokerage
commissions on the statements of operations. Beginning on August
21, 2019, these expenses were recognized on a per-trade basis. The
half-turn is recognized as an unrealized loss on the statements of
operations for contracts that have been purchased since the change
in recognition, and a full turn is recognized as a realized loss on
the statements of operations when a contract is sold. A summary of
these expenses is included below.
The sole Trustee of the Trust is
Wilmington Trust Company, a Delaware banking corporation. The
Trustee will accept service of legal process on the Trust in the
State of Delaware and will make certain filings under the Delaware
Statutory Trust Act. For its services, the Trustee receives an
annual fee of $3,300 from the Trust. These services are recorded in
business permits and licenses fees on the statements of operations.
A summary of these expenses is included below.
The
Sponsor employs Exchange Traded Concepts, LLC ("ETC") as the
Marketing Agent, providing certain marketing consulting services in
connection with the content strategy and e-mail marketing for the
Funds. For its services as the Marketing Agent, ETC receives $2,500
a month and 0.02% of the Fund's average daily net assets, when
assets are above the combined amount of $160 million. These
services are recorded in distribution and marketing fees on the
statements of the operations. A summary of these expenses is
included below:
|
Year
Ended December 31, 2019
|
Year
Ended December 31, 2018
|
Year
Ended December 31, 2017
|
Amount
Recognized for Custody Services
|
$66,109
|
$60,879
|
$28,109
|
Amount
of Custody Services Waived
|
$12,828
|
$28,904
|
$4,574
|
|
|
|
|
Amount
Recognized for Distribution Services
|
$30,189
|
$29,079
|
$15,730
|
Amount
of Distribution Services Waived
|
$-
|
$14,542
|
$6,932
|
|
|
|
|
Amount
Recognized for Brokerage Commissions
|
$4,193
|
$15,780
|
$8,462
|
Amount
of Brokerage Commissions Waived
|
$-
|
$-
|
$-
|
|
|
|
|
Amount
Recognized for Wilmington Trust
|
$533
|
$711
|
$204
|
Amount
of Wilmington Trust Waived
|
$-
|
$-
|
$204
|
|
|
|
|
Amount
Recognized for ETC
|
$9,385
|
$-
|
$-
|
Amount
of ETC Waived
|
$-
|
$-
|
$-
|
Note 3 – Summary of Significant Accounting
Policies
Basis of Presentation
The accompanying financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America
(“U.S. GAAP”) as detailed in the Financial Accounting
Standards Board’s Accounting Standards
Codification.
Revenue Recognition
Commodity futures contracts are
recorded on the trade date. All such transactions are recorded on
the identified cost basis and marked to market daily. Unrealized
appreciation or depreciation on commodity futures contracts are
reflected in the statements of operations as the difference between
the original contract amount and the fair market value as of the
last business day of the year or as of the last date of the
financial statements. Changes in the appreciation or depreciation
between periods are reflected in the statements of operations.
Interest on cash equivalents with financial institutions are
recognized on the accrual basis. The Funds earn interest on funds
held at the custodian and other financial institutions at
prevailing market rates for such investments.
Beginning
in February 2018, the Sponsor began investing a portion of cash in
commercial paper, which is deemed a cash equivalent based on the
rating and duration of contracts as described in the notes to the
financial statements and reflected in cash and cash equivalents on
the statements of assets and liabilities and in cash and cash
equivalents 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.
Beginning in February of 2019, the
Sponsor began investing a portion of the cash held by the broker in
short term Treasury Bills as collateral for open futures contracts.
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.
The Sponsor adopted ASC 606, Revenue from Contracts With Customers,
for the year ended December 31, 2018. The adoption did not have a
material impact on the financial statements of the Trust or the
Fund.
Brokerage Commissions
Beginning on August 21, 2019, the
Sponsor began recognizing the expense for brokerage commissions for
futures contract trades on a per-trade basis. Prior to the change,
brokerage commissions on all open commodity futures contracts were
accrued on the trade date and on a full-turn basis. The below table
shows the amounts included on the statements of operations as
unrealized losses attributed to brokerage commissions as of
December 31, 2019, as well as total brokerage commissions paid in
2019 inclusive of this unrealized loss.
|
SOYB
|
Unrealized
Loss Attributed to Brokerage Commissions
|
$1,742
|
Total
Brokerage Commissions paid including unrealized loss
|
$12,219
|
Income Taxes
For United States federal income
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 2016 to 2019, 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 and for the years ended December 31, 2019, 2018, and
2017. 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 will recognize interest
accrued related to any unrecognized tax benefits and penalties in
income tax fees payable, if assessed. No interest expense or
penalties have been recognized as of and for the years ended
December 31, 2019, 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.
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. (EST) 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. (EST) on
the day the order to redeem the basket is properly
received.
The Fund receives or pays the
proceeds from shares sold or redeemed within three business days
after the trade date of the purchase or redemption. The amounts due
from Authorized Purchasers are reflected in the Fund’s
statements of assets and liabilities as receivable for shares sold.
Amounts payable to Authorized Purchasers upon redemption are
reflected in the Fund’s statements of assets and liabilities
as payable for shares redeemed.
As outlined in the
most recent Form S-1 filing, 50,000 shares represents two
Redemption Baskets for the Fund and a minimum level of shares. If
the Fund experienced redemptions that caused the number of Shares
outstanding to decrease to the minimum level of Shares required to
be outstanding, until the minimum number of Shares is again
exceeded through the purchase of a new Creation Basket, there can
be no more redemptions by an Authorized
Purchaser.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among
the shareholders of the Fund in proportion to the number of shares
each shareholder holds as of the close of each
month.
Cash and Cash Equivalents
Cash
equivalents are highly liquid investments with original 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. Each Fund
that is a series of the Trust has the balance of its cash
equivalents on deposit with financial institutions. The Trust holds
a balance in money market funds that is included in cash and cash
equivalents on the statements of assets and liabilities. Effective
in the second quarter 2015, the Sponsor began investing a portion
of the available cash for the Funds in alternative demand deposit
savings accounts, which are classified as cash and not as cash
equivalents. Assets deposited with the bank may, at times, exceed
federally insured limits. Effective in the first quarter 2018, the
Sponsor began investing a portion of the available cash for the
Funds in investment grade commercial paper with durations of 90
days or less, which is classified as a cash equivalent and is not
FDIC insured. Effective February 2019, the Sponsor began investing
a portion of the cash held by the FCM in short term Treasury Bills
as collateral for open futures contracts, which is classified as a
cash equivalent and is not FDIC
insured.
|
December
31, 2019
|
December
31, 2018
|
December
31, 2017
|
Money
Market Funds
|
$103
|
$100
|
$100
|
Demand
Deposit Savings Accounts
|
14,677,599
|
14,282,321
|
9,942,085
|
Commercial
Paper
|
12,481,824
|
12,492,518
|
-
|
Treasury
Bills
|
715,165
|
-
|
-
|
Total
cash and cash equivalents as presented on the Statement of Assets
and Liabilities
|
$27,874,691
|
$26,774,939
|
$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 relatively 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 a 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, Fund Services,
calculates the NAV of the Fund once each trading day. It calculates
the NAV as of the earlier of the close of the NYSE or 4:00 p.m.
(EST). The NAV for a particular trading day is released after 4:15
p.m. (EST).
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.
(EST). The value of over-the-counter soybean interests is
determined based on the value of the commodity or futures contract
underlying such soybean interest, except that a fair value may be
determined if the Sponsor believes that the Fund is subject to
significant credit risk relating to the counterparty to such
soybean interest. For purposes of financial statements and reports,
the Sponsor will recalculate the NAV where necessary to reflect the
“fair value” of a Futures Contract when the Futures
Contract closes at its price fluctuation limit for the day.
Treasury securities held by the Fund are valued by the
administrator using values received from recognized third-party
vendors and dealer quotes. NAV includes any unrealized profit or
loss on open soybean interests and any other income or expense
accruing to the Fund but unpaid or not received by the
Fund.
Sponsor Fee, Allocation of Expenses and Related Party
Transactions
The
Sponsor is responsible for investing the assets of the Fund in
accordance with the objectives and policies of the Fund. In
addition, the Sponsor arranges for one or more third parties to
provide administrative, custodial, accounting, transfer agency and
other necessary services to the Trust and the Funds. In addition,
the Sponsor elected not to outsource services directly attributable
to the Trust and the Funds such as 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 order activity.
These aggregate common expenses include, but are
not limited to, legal, auditing, accounting and financial
reporting, tax-preparation, regulatory compliance, trading
activities, and insurance costs, as well as fees paid to the
Distributor, which are included in the related line item in the
statements of operations. A portion of these aggregate common
expenses are related to the Sponsor or related parties of
principals of the Sponsor; these are necessary services to the
Funds, which are primarily the cost of performing accounting and
financial reporting, regulatory compliance, and trading activities
that are directly attributable to the Fund. Such expenses are
primarily recorded as distribution and marketing fees on the
statement of operations. All asset-based fees and expenses for the
Funds are calculated on the prior day’s net
assets.
|
Year
Ended
December
31, 2019
|
Year
Ended
December
31, 2018
|
Year
Ended
December
31, 2017
|
Recognized
Related Party Transactions
|
$379,031
|
$444,365
|
$183,076
|
Waived
Related Party Transactions
|
$31,537
|
$192,822
|
$45,597
|
The Sponsor has the ability to elect to pay
certain expenses on behalf of the Funds or waive the management
fee. This election is subject to change by the Sponsor, at its
discretion. Expenses paid by the Sponsor and Management fees waived
by the Sponsor are, if applicable, presented as waived expenses in
the statements of operations for each Fund. The Sponsor has
determined that there would be no recovery sought for the amounts
below in any future period:
|
SOYB
|
Year
Ended December 31, 2019
|
$96,303
|
Year
Ended December 31, 2018
|
$394,591
|
Year
Ended December 31, 2017
|
$126,489
|
Use of Estimates
The preparation of financial
statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amount of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts
of the revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Fair Value - Definition and Hierarchy
In accordance with U.S. GAAP, fair
value is defined as the price that would be received to sell an
asset or paid to transfer a liability (i.e., the “exit
price”) in an orderly transaction between market participants
at the measurement date.
In determining fair value, the
Fund uses various valuation approaches. In accordance with U.S.
GAAP, a fair value hierarchy for inputs is used in measuring fair
value that maximizes the use of observable inputs and minimizes the
use of unobservable inputs by requiring that the most observable
inputs be used when available. Observable inputs are those that
market participants would use in pricing the asset or liability
based on market data obtained from sources independent of the Fund.
Unobservable inputs reflect the Fund’s assumptions about the
inputs market participants would use in pricing the asset or
liability developed based on the best information available in the
circumstances. The fair value hierarchy is categorized into three
levels based on the inputs as follows:
Level 1 - Valuations based on
unadjusted quoted prices in active markets for identical assets or
liabilities that the Fund has the ability to access. Valuation
adjustments and block discounts are not applied to Level 1
financial instruments. Since valuations are based on quoted prices
that are readily and regularly available in an active market,
valuation of these financial instruments does not entail a
significant degree of judgment.
Level 2 - Valuations based on quoted
prices in markets that are not active or for which all significant
inputs are observable, either directly or
indirectly.
Level 3 - Valuations based on inputs
that are unobservable and significant to the overall fair value
measurement.
The availability of valuation
techniques and observable inputs can vary from financial
instrument to financial instrument and is affected
by a wide variety of factors including, the type of financial
instrument, whether the financial instrument is new and
not yet established in the marketplace, and other characteristics
particular to the transaction. To the extent that valuation is
based on models or inputs that are less observable or unobservable
in the market, the determination of fair value requires more
judgment. Those estimated values do not necessarily represent the
amounts that may be ultimately realized due to the occurrence of
future circumstances that cannot be reasonably determined. Because
of the inherent uncertainty of valuation, those estimated values
may be materially higher or lower than the values that would have
been used had a ready market for the financial
instruments existed. Accordingly, the degree of judgment
exercised by the Fund in determining fair value is greatest
for financial instruments categorized in Level 3. In
certain cases, the inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, for
disclosure purposes, the level in the fair value hierarchy, within
which the fair value measurement in its entirety falls, is
determined based on the lowest level input that is significant to
the fair value measurement.
Fair value is a market-based
measure considered from the perspective of a market participant
rather than an entity-specific measure. Therefore, even when market
assumptions are not readily available, the Fund’s own
assumptions are set to reflect those that market participants would
use in pricing the asset or liability at the measurement date. The
Fund uses prices and inputs that are current as of the measurement
date, including periods of market dislocation. In periods of market
dislocation, the observability of prices and inputs may be reduced
for many financial instruments. This condition could cause a
financial instrument to be reclassified to a lower level
within the fair value hierarchy. When such a situation exists on a
quarter close, the Sponsor will calculate the NAV on a particular
day using the Level 1 valuation, but will later recalculate the NAV
for the impacted Fund based upon the valuation inputs from these
alternative verifiable sources (Level 2 or Level 3) and will report
such NAV in its applicable financial statements and
reports.
On December 31, 2019 and 2018, 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 years being reported.
For the years ended December 31,
2019 and 2018, the Fund did not have any significant transfers
between any of the levels of the fair value
hierarchy.
The Fund records its derivative
activities at fair value. Gains and losses from derivative
contracts are included in the statements of operations. Derivative
contracts include futures contracts related to commodity prices.
Futures, which are listed on a national securities exchange, such
as the CBOT and the ICE, or reported on another national market,
are generally categorized in Level 1 of the fair value hierarchy.
OTC derivatives contracts (such as forward and swap contracts)
which may be valued using models, depending on whether significant
inputs are observable or unobservable, are categorized in Levels 2
or 3 of the fair value hierarchy.
Expenses
Expenses are recorded using the
accrual method of accounting.
Net Income (Loss) per Share
Net income (loss) per Share is the
difference between the NAV per unit at the beginning of each period
and at the end of each period. The weighted average number of
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”) 2019-07: “Codification Updates to SEC
Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule
Releases No. 33-10532, Disclosure Update and Simplification, and
Nos. 33-10231 and 33-10442, Investment Company Reporting
Modernization, and Miscellaneous Updates.” The amendments
improve, update, and simplify the SEC’s regulations on
financial reporting and disclosure. The amendments were adopted for
the quarter ended September 30, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2019-04:
“Codification Improvements to Topic 326, Financial
Instruments – Credit Losses, Topic 815, Derivatives and
hedging, and Topic 825, Financial Instruments.” The
amendments clarify and improve areas of guidance related to the
recently issued standards on credit losses, hedging, and
recognition and measurement, specifically relating to ASU 2017-12.
The amendments were early adopted for the quarter ended June 30,
2019; the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2019-01:
"Leases (Topic 842): Codification Improvements." These amendments
align the guidance for fair value of underlying assets by lessors
that are not manufacturers or dealers in Topic 842 with that of
existing guidance. The amendments will be effective for fiscal
years and interim periods beginning after December 15, 2019 and may
be adopted early. The
amendments were early adopted for the year ended December 31, 2019;
the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2018-13:
“Fair Value Measurement (Topic 820): Disclosure Framework
– Changes to the Disclosure Requirements for Fair Value
Measurement. These amendments modify public and private company
fair value disclosure requirements. While some disclosures were
removed or modified, others were added. The guidance is a result of
the FASB’s test of the principals developed to improve the
effectiveness of disclosures in the notes to the financial
statements. The amendments will be effective for fiscal years and
interim periods beginning after December 15, 2019 and may be
adopted early. The amendments were early adopted
for the year ended December 31, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2018-05,
“Income Taxes (Topic 740): Amendments to SEC Paragraphs
Pursuant to SEC Staff Accounting Bulletin No. 118." These
amendments add guidance to the FASB Accounting Standards
Codification regarding the Tax Cuts and Jobs Act (Act). The
amendments were adopted for the quarter ended March 31, 2018; the
adoption did not have a material impact on the financial statements
and disclosures of the Trust or the Fund.
The FASB issued ASU 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.
The
amendments were early adopted for the year ended December 31, 2019;
the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2017-12,
“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 were adopted for the
quarter ended March 31, 2019; the adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
The
FASB issued ASU 2017-03, “Accounting Changes and Error
Corrections (Topic 250) and Investments – Equity Method and
Joint Ventures (Topic 323)”. These amendments require disclosure of
the impact that recently issued accounting standards will have on
the financial statements of a registrant when such standards are
adopted in a future period. The amendments were adopted for the
quarter ended March 31, 2017; the adoption did not have a material
impact on the financial statements and disclosures
of the Trust or the
Fund.
The FASB issued ASU 2017-01,
“Business Combinations (Topic 805): Clarifying the Definition
of a Business”. The amendments are intended to help companies
and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals)
of assets or businesses. The amendments are effective for public
companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. The adoption did
not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2016-18, “Statement of Cash Flows (Topic
230)”. The amendments in this update require that a statement
of cash flows explain the change during the
period in the total of cash, cash
equivalents, and amounts generally described as restricted cash or
restricted cash equivalents. Therefore, amounts generally described
as restricted cash and restricted cash equivalents should be
included with cash and cash equivalents when reconciling the
beginning of period and end of period total amounts
shown on the statement of cash
flows. The amendments are effective for fiscal years beginning
after December 15, 2017, and interim periods within those fiscal
years. The Sponsor elected to early adopt ASU 2016-18 for the year
ending December 31, 2017 and the adoption did not have a material
impact on the financial statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts
with Customers (Topic 606),” which replaces the revenue
recognition requirements of “Revenue
Recognition (Topic 605).”
This ASU is based on the principle that revenue is recognized to
depict the transfer of goods and services to customers in an amount
that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. This ASU provides
new and more detailed guidance on specific topics and
expands and improves disclosures
about revenue. In August 2015, the FASB issued ASU 2015-14 which
defers the effective date of ASU 2014-09 by one year to fiscal
years beginning after December 15, 2017. ASU 2015-14 also permits
early adoption of ASU 2014-09, but not before the original
effective date, which was for fiscal years
beginning after December 15, 2016.
The Trust and the Fund record income or loss from the recognition
and measurement of futures contracts and from interest income under
Subtopic 825-10. Revenue from financial instruments which are
valued under Subtopic 825 will not be subject to the application of
ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for
the fiscal year ending December 31, 2017. The adoption did not have
a material impact on the financial statements and disclosures of
the Trust or the Fund.
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 Funds record income or
loss from the recognition and
measurement of futures contracts and from interest income under
Subtopic 825-10. Revenue from financial instruments which are
valued under Subtopic 825 will not be subject to the application of
ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year
ending December 31, 2017. The adoption did not
have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2016-02, “Leases (Topic
842).” The amendments in this update increase transparency
and comparability among organizations by recognizing lease assets
and lease liabilities on the balance sheet and disclosing key
information about leasing arrangements. The amendments were adopted
for the quarter ended March 31, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2016-01, “Financial Instruments-Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities.” The amendments in this update are
intended to improve the recognitions measurement and disclosure of
financial instruments. The amendments to this update are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. These amendments are required to
be applied prospectively. The adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
Note 4 – Fair Value Measurements
The Fund’s assets and
liabilities recorded at fair value have been categorized based upon
a fair value hierarchy as described in the Fund’s significant
accounting policies in Note 3. The following table presents
information about the Fund’s assets and liabilities measured
at fair value as of December 31, 2019 and December 31,
2018:
December 31, 2019
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2019
|
Cash
Equivalents
|
$13,197,092
|
$-
|
$-
|
$13,197,092
|
Soybeans
futures contracts
|
931,896
|
-
|
-
|
931,896
|
Total
|
$14,128,988
|
$-
|
$-
|
$14,128,988
|
December 31,
2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2018
|
Cash
Equivalents
|
$12,492,618
|
$-
|
$-
|
$12,492,618
|
Soybeans
futures contracts
|
228,400
|
-
|
-
|
228,400
|
Total
|
$12,721,018
|
$-
|
$-
|
$12,721,018
|
|
|
|
|
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2018
|
Soybeans
futures contracts
|
$39,250
|
$-
|
$-
|
$39,250
|
F-70
For the years ended December 31,
2019 and 2018, the Fund did not have any significant transfers
between any of the levels 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 years ended December 31, 2019 and 2018, 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 December 31, 2019 and
2018.
Offsetting of
Financial Assets and Derivative Assets as of December 31,
2019
|
(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
|
$931,896
|
$-
|
$931,896
|
$-
|
$643,808
|
$288,088
|
Offsetting of
Financial Assets and Derivative Assets as of December 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
|
$228,400
|
$-
|
$228,400
|
$39,250
|
$-
|
$189,150
|
Offsetting of
Financial Liabilities and Derivative Liabilities as of December 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
|
|
|
|
|
|
|
Soybeans
futures contracts
|
$39,250
|
$-
|
$39,250
|
$39,250
|
$-
|
$-
|
The following is a summary of
realized and net change in unrealized gains (losses) of the
derivative instruments utilized by the Fund:
Year ended
December 31, 2019
|
Realized
Loss on Commodity Futures Contracts
|
Net
Change in Unrealized Appreciation on Commodity Futures
Contracts
|
Commodity
Price
|
|
|
Soybeans
futures contracts
|
$(438,468)
|
$742,746
|
Year ended
December 31, 2018
Primary Underlying Risk
|
Realized
Loss on
Commodity
Futures Contracts
|
Net
Change in Unrealized Appreciation
on
Commodity Futures Contracts
|
Commodity
Price
|
|
|
Soybeans
futures contracts
|
$(2,085,438)
|
$637,213
|
Year ended
December 31, 2017
|
Realized Gain on Commodity Futures Contracts
|
Net Change in Unrealized Depreciation on Commodity Futures
Contracts
|
Commodity
Price
|
|
|
Soybeans
futures contracts
|
$8,425
|
$(793,538)
|
Volume of Derivative Activities
The average notional market value
categorized by primary underlying risk for all futures contracts
held was $27.5 million in 2019, $21.9 million in 2018, and $13.2
million in 2017.
Note 6 - Financial Highlights
The following table presents per
share performance data and other supplemental financial data for
the years ended December 31, 2019, 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.
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Per Share Operation Performance
|
|
|
|
Net
asset value at beginning of period
|
$16.20
|
$17.85
|
$19.08
|
Income
(loss) from investment operations:
|
|
|
|
Investment
income
|
0.38
|
0.37
|
0.21
|
Net
realized and unrealized loss on commodity futures
contracts
|
(0.16)
|
(1.40)
|
(0.77)
|
Total
expenses, net
|
(0.57)
|
(0.62)
|
(0.67)
|
Net
decreases in net asset value
|
(0.35)
|
(1.65)
|
(1.23)
|
Net
asset value at end of period
|
$15.85
|
$16.20
|
$17.85
|
Total Return
|
(2.15)%
|
(9.24)%
|
(6.45)%
|
Ratios to Average Net Assets (Annualized)
|
|
|
|
Total
expenses
|
3.97%
|
5.52%
|
4.59%
|
Total
expenses, net
|
3.63%
|
3.66%
|
3.63%
|
Net
investment loss
|
(1.20)%
|
(1.49)%
|
(2.48)%
|
The financial
highlights per share data are calculated consistent with the
methodology used to calculate asset-based fees and
expenses.
Note 7 – Quarterly Financial Data
(Unaudited)
The following summarized quarterly
financial information presents the results of operations for the
Teucrium Soybean Fund and other data for three-month periods ended
March 31, June 30, September 30 and December 31, 2019 and
2018.
|
Three months ended
|
Three months ended
|
Three months ended
|
Three months ended
|
|
March 31, 2019
|
June 30, 2019
|
September 30, 2019
|
December 31, 2019
|
Total
(Loss) Income
|
$(303,245)
|
$744,160
|
$(305,701)
|
$846,227
|
Total
Expenses
|
288,839
|
303,108
|
271,010
|
241,988
|
Total
Expenses, net
|
225,927
|
269,717
|
271,010
|
241,988
|
Net
Income (Loss)
|
$(529,172)
|
$474,443
|
$(576,711)
|
$604,239
|
Net
Income (Loss) per share
|
$(0.41)
|
$(0.07)
|
$(0.21)
|
$0.34
|
|
Three months ended
|
Three months ended
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
June 30, 2018
|
September 30, 2018
|
December 31, 2018
|
Total
(Loss) Income
|
$854,752
|
$(2,378,109)
|
$(292,647)
|
$827,947
|
Total
Expenses
|
215,850
|
240,283
|
424,902
|
290,357
|
Total
Expenses, net
|
115,908
|
155,798
|
261,424
|
243,671
|
Net
Income (Loss)
|
$738,844
|
$(2,533,907)
|
$(554,071)
|
$584,276
|
Net
Income (Loss) per share
|
$1.19
|
$(2.82)
|
$(0.39)
|
$0.37
|
Note 8 - 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 is not obligated to reimburse these costs to
the Sponsor. The Fund bears its own costs
incurred in connection with the registration and offering of
additional shares, which include registration fees, legal fees,
underwriting fees and other similar
costs.
Note 9 – Subsequent Events
Management has evaluated the
financial statements for the year ended December 31, 2019 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.
Report of Independent Registered
Public Accounting Firm
To the Sponsor and Shareholders
of
Teucrium
Sugar Fund
Opinion
on the financial statements
We have audited the accompanying
statements of assets and liabilities, including the schedules of
investments, of Teucrium Sugar Fund (the “Fund”), as of
December 31, 2019 and 2018, the related statements of operations, changes in
net assets, and cash flows for each of the three years in the
period ended December 31, 2019, and the related notes (collectively
referred to as the “financial statements”). In our
opinion, the financial
statements present fairly, in all material respects, the financial
position of the Fund as of
December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2019, in conformity with
accounting principles generally accepted in the United States of
America.
We also have audited, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the Fund’s internal
control over financial reporting as of December 31, 2019, based on
criteria established in the 2013 Internal Control—Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”), and
our report dated March 11, 2020 expressed an unqualified
opinion.
Basis for
opinion
These financial statements are the
responsibility of the Fund’s management. Our responsibility
is to express an opinion on the Fund’s financial statements
based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to
the Fund in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in
accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement
of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that
our audits provide a reasonable basis for our
opinion.
/s/ GRANT THORNTON
LLP
We have served as the Fund’s
auditor since 2014.
New York, New
York
March 11, 2020
Report of Independent Registered Public
Accounting Firm
To the Sponsor and Shareholders
of
Teucrium
Sugar Fund
Opinion
on internal control over financial reporting
We have audited the internal
control over financial reporting of Teucrium Sugar Fund (the
“Fund”) as of December 31, 2019, based on criteria
established in the 2013 Internal
Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission
(“COSO”). In our opinion, the Fund maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2019, based on criteria established in
the 2013 Internal
Control—Integrated Framework issued by
COSO.
We also have audited, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the financial statements of
the Fund as of and for the year ended December 31, 2019, and our
report dated March 11, 2020 expressed an unqualified
opinion on those financial
statements.
Basis
for opinion
The Fund’s management is
responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the
accompanying Management’s Annual Report on Internal Control
over Financial Reporting. Our responsibility is to express an
opinion on the Fund’s internal control over financial
reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with
respect to the Fund in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in
accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our
opinion.
Definition
and limitations of internal control over financial
reporting
A fund’s internal control
over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles. A fund’s internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the fund; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
fund are being made only in accordance with authorizations of
management and directors of the fund; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the fund’s assets that
could have a material effect on the financial
statements.
Because of its inherent
limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ GRANT THORNTON
LLP
New York, New
York
March 11, 2020
TEUCRIUM
SUGAR FUND
STATEMENTS OF
ASSETS AND LIABILITIES
|
December 31, 2019
|
December 31, 2018
|
|
|
|
Assets
|
|
|
Cash
and cash equivalents
|
$12,215,795
|
$10,261,941
|
Interest
receivable
|
28
|
90
|
Other
assets
|
1,140
|
4,621
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
347,429
|
233,979
|
Due
from broker
|
-
|
351,972
|
Total
equity in trading accounts
|
347,429
|
585,951
|
Total
assets
|
12,564,392
|
10,852,603
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
10,609
|
9,918
|
Other
liabilities
|
2,695
|
16,290
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
-
|
47,656
|
Due
to broker
|
237,908
|
-
|
Total
equity in trading accounts
|
237,908
|
47,656
|
Total
liabilities
|
251,212
|
73,864
|
|
|
|
Net assets
|
$12,313,180
|
$10,778,739
|
|
|
|
Shares outstanding
|
1,750,004
|
1,525,004
|
|
|
|
Shares authorized
|
9,725,000
|
10,525,000
|
|
|
|
Net asset value per share
|
$7.04
|
$7.07
|
|
|
|
Market value per share
|
$7.02
|
$7.09
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM
SUGAR FUND
SCHEDULE OF
INVESTMENTS
December 31,
2019
Description: Assets
|
Fair Value
|
Percentage of Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio 1.50% (cost
$103)
|
$103
|
0.00%
|
103
|
|
|
|
|
|
|
|
Principal Amount
|
U.S.
Treasury Obligations
|
|
|
|
U.S.
Treasury Bills 1.53% (cost: $683,030 due 01/30/2020)
(a)(b)
|
$683,196
|
5.55%
|
684,000
|
|
|
|
|
|
|
|
|
Commercial
Paper
|
|
|
|
FMC
Technologies 1.86% (cost: $2,494,476 due 01/02/2020)
|
$2,499,872
|
20.30%
|
2,500,000
|
Total
Cash Equivalents
|
$3,183,171
|
25.85%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE
sugar futures MAY20 (284 contracts)
|
$88,865
|
0.72%
|
$4,306,803
|
ICE
sugar futures JUL20 (241 contracts)
|
223,677
|
1.82
|
3,687,107
|
ICE
sugar futures MAR21 (268 contracts)
|
34,887
|
0.28
|
4,316,301
|
Total
commodity futures contracts
|
$347,429
|
2.82%
|
$12,310,211
|
(a) Discount yield
at the time of purchase inclusive of collateral fees.
(b) The security
is held by the broker as collateral for open futures
contracts.
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM SUGAR
FUND
SCHEDULE OF
INVESTMENTS
December 31,
2018
Description: Assets
|
Fair Value
|
Percentage of Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio 2.24% (cost
$100)
|
$100
|
0.00%
|
100
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
Enbridge
Energy Partners, L.P. 2.98% (cost: $2,491,806 due
1/15/2019)
|
$2,497,132
|
23.17%
|
2,500,000
|
Total
Cash Equivalents
|
$2,497,232
|
23.17%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE
sugar futures MAY19 (278 contracts)
|
$29,254
|
0.27%
|
$3,767,456
|
ICE
sugar futures JUL19 (235 contracts)
|
204,725
|
1.90
|
3,221,568
|
Total
commodity futures contracts
|
$233,979
|
2.17%
|
$6,989,024
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States sugar futures contracts
|
|
|
|
ICE
sugar futures MAR20 (257 contracts)
|
$47,656
|
0.44%
|
$3,785,096
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM
SUGAR FUND
STATEMENTS OF
OPERATIONS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Income
|
|
|
|
Realized
and unrealized (loss) gain on trading of commodity futures
contracts:
|
|
|
|
Realized
gain (loss) on commodity futures contracts
|
$113,747
|
$(2,314,984)
|
$(2,435,305)
|
Net
change in unrealized appreciation on commodity futures
contracts
|
161,106
|
69,137
|
263,581
|
Interest
income
|
240,634
|
249,417
|
78,889
|
Total
income (loss)
|
515,487
|
(1,996,430)
|
(2,092,835)
|
|
|
|
|
Expenses
|
|
|
|
Management
fees
|
103,160
|
122,198
|
70,762
|
Professional
fees
|
116,404
|
186,127
|
63,308
|
Distribution
and marketing fees
|
239,069
|
277,033
|
126,152
|
Custodian
fees and expenses
|
29,935
|
33,901
|
19,038
|
Business
permits and licenses fees
|
19,207
|
29,289
|
17,342
|
General
and administrative expenses
|
25,290
|
24,228
|
14,512
|
Brokerage
commissions
|
3,471
|
24,030
|
10,525
|
Other
expenses
|
2,151
|
11,470
|
4,948
|
Total
expenses
|
538,687
|
708,276
|
326,587
|
|
|
|
|
Expenses
waived by the Sponsor
|
(171,746)
|
(268,920)
|
(129,334)
|
|
|
|
|
Total expenses, net
|
366,941
|
439,356
|
197,253
|
|
|
|
|
Net income (loss)
|
$148,546
|
$(2,435,786)
|
$(2,290,088)
|
|
|
|
|
Net
loss per share
|
$(0.03)
|
$(2.72)
|
$(3.18)
|
Net
income (loss) per weighted average share
|
$0.10
|
$(1.50)
|
$(3.40)
|
Weighted
average shares outstanding
|
1,477,196
|
1,620,415
|
674,456
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM
SUGAR FUND
STATEMENTS OF
CHANGES IN NET ASSETS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Operations
|
|
|
|
Net
income (loss)
|
$148,546
|
$(2,435,786)
|
$(2,290,088)
|
Capital
transactions
|
|
|
|
Issuance
of Shares
|
5,467,420
|
18,588,300
|
10,190,950
|
Redemption
of Shares
|
(4,081,525)
|
(11,737,485)
|
(7,051,123)
|
Total
capital transactions
|
1,385,895
|
6,850,815
|
3,139,827
|
Net
change in net assets
|
1,534,441
|
4,415,029
|
849,739
|
|
|
|
|
Net assets, beginning of period
|
$10,778,739
|
$6,363,710
|
$5,513,971
|
|
|
|
|
Net assets, end of period
|
$12,313,180
|
$10,778,739
|
$6,363,710
|
|
|
|
|
Net asset value per share at beginning of period
|
$7.07
|
$9.79
|
$12.97
|
|
|
|
|
Net asset value per share at end of period
|
$7.04
|
$7.07
|
$9.79
|
|
|
|
|
Creation
of Shares
|
800,000
|
2,450,000
|
925,000
|
Redemption
of Shares
|
575,000
|
1,575,000
|
700,000
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM
SUGAR FUND
STATEMENTS OF
CASH FLOWS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Cash flows from operating activities:
|
|
|
|
Net
income (loss)
|
$148,546
|
$(2,435,786)
|
$(2,290,088)
|
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
|
|
||
Net
change in unrealized (appreciation) on commodity futures
contracts
|
(161,106)
|
(69,137)
|
(263,581)
|
Changes in operating assets and liabilities:
|
|
|
|
Due
from broker
|
351,972
|
(24,087)
|
237,396
|
Interest
receivable
|
62
|
(43)
|
4
|
Other
assets
|
3,481
|
(4,345)
|
4,159
|
Due
to broker
|
237,908
|
-
|
-
|
Management
fee payable to Sponsor
|
691
|
4,286
|
5,632
|
Other
liabilities
|
(13,595)
|
10,963
|
5,327
|
Net
cash provided by/(used in) operating activities
|
567,959
|
(2,518,149)
|
(2,301,151)
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
Proceeds
from sale of Shares
|
5,467,420
|
18,588,300
|
10,190,950
|
Redemption
of Shares
|
(4,081,525)
|
(11,737,485)
|
(7,051,123)
|
Net
cash provided by financing activities
|
1,385,895
|
6,850,815
|
3,139,827
|
|
|
|
|
Net change in cash and cash equivalents
|
1,953,854
|
4,332,666
|
838,676
|
Cash and cash equivalents, beginning of period
|
10,261,941
|
5,929,275
|
5,090,599
|
Cash and cash equivalents, end of period
|
$12,215,795
|
$10,261,941
|
$5,929,275
|
The
accompanying notes are an integral part of these financial
statements.
NOTES TO
FINANCIAL STATEMENTS
December 31,
2019
Note 1 – Organization and Operation
Teucrium Sugar Fund (referred to
herein as “CANE” or the “Fund”) is a
commodity pool that is a series of Teucrium Commodity Trust
(“Trust”), a Delaware statutory trust formed on
September 11, 2009. The Fund issues common units, called the
“Shares,” representing fractional undivided beneficial
interests in the Fund. The Fund continuously offers Creation
Baskets consisting of 25,000 Shares at their Net Asset Value
(“NAV”) to “Authorized Purchasers” through
Foreside Fund Services, LLC, which is the distributor for the Fund
(the “Distributor”). Authorized Purchasers sell such
Shares, which are listed on the New York Stock Exchange
(“NYSE”) Arca under the symbol “CANE,” to
the public at per-Share offering prices that reflect, among other
factors, the trading price of the Shares on the NYSE Arca, the NAV
of the Fund at the time the Authorized Purchaser purchased the
Creation Baskets and the NAV at the time of the offer of the Shares
to the public, the supply of and demand for Shares at the time of
sale, and the liquidity of the markets for sugar interests. The
Fund’s Shares trade in the secondary market on the NYSE Arca
at prices that are lower or higher than their NAV per
Share.
The
investment objective of CANE is to have the daily changes in
percentage terms of the Shares’ Net Asset Value
(“NAV”) reflect the daily changes in percentage terms
of a weighted average of the closing settlement prices for three
futures contracts for No. 11 sugar (“Sugar Futures
Contracts”) that are traded on the ICE Futures US (“ICE
Futures”):
CANE
Benchmark
ICE Sugar
Futures Contract
|
Weighting
|
Second to
expire
|
35%
|
Third to
expire
|
30%
|
Expiring in the March following
the expiration of the third-to-expire contract
|
35%
|
The Fund commenced investment
operations on September 19, 2011 and has a fiscal year ending
December 31. The Fund’s sponsor is Teucrium Trading, LLC (the
“Sponsor”). The Sponsor is responsible for the
management of the Fund. The Sponsor is a member of the National
Futures Association (the “NFA”) and became a commodity
pool operator registered with the Commodity Futures Trading
Commission (the “CFTC”) effective November 10, 2009.
The Sponsor registered as a Commodity Trading Advisor ("CTA") with
the CFTC effective September 8, 2017.
On June 13, 2011, the initial Form
S-1 for CANE was declared effective by the SEC. On September 16,
2011, two Creation Baskets were issued representing 100,000 shares
and $2,500,000. On September 19, 2011, CANE started trading on the
NYSE Arca. The current registration statements for CANE was
declared effective by the SEC on April 30, 2018. The registration
statements for CANE registered an additional 5,000,000
shares.
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
The Sponsor
employs U.S. Bank N.A. 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 doing business as U.S. Bank Global Fund
Services ("Global Fund Services") is 615 E. Michigan Street,
Milwaukee, WI 53202. In addition, effective on the Conversion Date,
Global Fund Services, 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 Global Fund Services 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 U.S. Bank N.A. 0.06% of average gross assets on the
first $250 million, 0.05% on the next $250 million, 0.04% on the
next $500 million and 0.03% on the balance over $1 billion
annually. A combined minimum annual fee of up to $64,500 for
custody, transfer agency, accounting and administrative services is
assessed per Fund. These services are recorded in custodian fees
and expenses on the statements of operations. A summary of these
expenses is included below.
The Sponsor employs Foreside Fund
Services, LLC (“Foreside” or the
“Distributor”) as the Distributor for the Funds. The
Distribution Services Agreement among the Distributor and the
Sponsor calls for the Distributor to work with the Custodian in
connection with the receipt and processing of orders for Creation
Baskets and Redemption Baskets and the review and approval of all
Fund sales literature and advertising materials. The Distributor
and the Sponsor have also entered into a Securities Activities and
Service Agreement (the “SASA”) under which certain
employees and officers of the Sponsor are licensed as registered
representatives or registered principals of the Distributor, under
Financial Industry Regulatory Authority (“FINRA”)
rules. For its services as the Distributor, Foreside receives a fee
of 0.01% of the Fund’s average daily net assets and an
aggregate annual fee of $100,000 for all Teucrium Funds, along with
certain expense reimbursements. For its services under the SASA,
Foreside receives a fee of $5,000 per registered representative and
$1,000 per registered location. These services are recorded in
distribution and marketing fees on the statements of operations. A
summary of these expenses is included below. Pursuant to a
Consulting Services Agreement, Foreside Consulting Services, LLC,
performs certain consulting support services for the Trust's
Sponsor. Additionally, Foreside Distributors, LLC performs certain
distribution consulting services pursuant to a Distribution
Consulting Agreement with the Trust's
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. Prior
to August 21, 2019, these expenses were recorded in brokerage
commissions on the statements of operations. Beginning on August
21, 2019, these expenses were recognized on a per-trade basis. The
half-turn is recognized as an unrealized loss on the statements of
operations for contracts that have been purchased since the change
in recognition, and a full turn is recognized as a realized loss on
the statements of operations when a contract is sold. A summary of
these expenses is included below.
The sole Trustee of the Trust is
Wilmington Trust Company, a Delaware banking corporation. The
Trustee will accept service of legal process on the Trust in the
State of Delaware and will make certain filings under the Delaware
Statutory Trust Act. For its services, the Trustee receives an
annual fee of $3,300 from the Trust. These services are recorded in
business permits and licenses fees on the statements of operations.
A summary of these expenses is included below.
The
Sponsor employs Exchange Traded Concepts, LLC ("ETC") as the
Marketing Agent, providing certain marketing consulting services in
connection with the content strategy and e-mail marketing for the
Funds. For its services as the Marketing Agent, ETC receives $2,500
a month and 0.02% of the Fund's average daily net assets, when
assets are above the combined amount of $160 million. These
services are recorded in distribution and marketing fees on the
statements of the operations. A summary of these expenses is
included below:
|
Year
Ended December 31, 2019
|
Year
Ended December 31, 2018
|
Year
Ended December 31, 2017
|
Amount
Recognized for Custody Services
|
$29,935
|
$33,901
|
$19,038
|
Amount
of Custody Services Waived
|
$9,410
|
$18,786
|
$13,246
|
|
|
|
|
Amount
Recognized for Distribution Services
|
$13,940
|
$15,840
|
$9,947
|
Amount
of Distribution Services Waived
|
$6,891
|
$9,155
|
$5,473
|
|
|
|
|
Amount
Recognized for Brokerage Commissions
|
$3,471
|
$18,182
|
$10,525
|
Amount
of Brokerage Commissions Waived
|
$-
|
$-
|
$-
|
|
|
|
|
Amount
Recognized for Wilmington Trust
|
$224
|
$334
|
$192
|
Amount
of Wilmington Trust Waived
|
$224
|
$-
|
$-
|
|
|
|
|
Amount
Recognized for ETC
|
$3,837
|
$-
|
$-
|
Amount
of ETC Waived
|
$1,941
|
$-
|
$-
|
Note 3 – Summary of Significant Accounting
Policies
Basis of Presentation
The accompanying financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America
(“U.S. GAAP”) as detailed in the Financial Accounting
Standards Board’s Accounting Standards
Codification.
Revenue Recognition
Commodity futures contracts are
recorded on the trade date. All such transactions are recorded on
the identified cost basis and marked to market daily. Unrealized
appreciation or depreciation on commodity futures contracts are
reflected in the statements of operations as the difference between
the original contract amount and the fair market value as of the
last business day of the year or as of the last date of the
financial statements. Changes in the appreciation or depreciation
between periods are reflected in the statements of operations.
Interest on cash equivalents with financial institutions are
recognized on the accrual basis. The Funds earn interest on funds
held at the custodian and other financial institutions at
prevailing market rates for such investments.
Beginning in February 2018, the
Sponsor began investing a portion of cash in commercial paper,
which is deemed a cash equivalent based on the rating and duration
of contracts as described in the notes to the financial statements
and reflected in cash and cash equivalents on the statements of
assets and liabilities and in cash and cash equivalents 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.
Beginning in February of 2019, the
Sponsor began investing a portion of the cash held by the broker in
short term Treasury Bills as collateral for open futures contracts.
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.
The Sponsor adopted ASC 606, Revenue from Contracts With Customers,
for the year ended December 31, 2018. The adoption did not have a
material impact on the financial statements of the Trust or the
Fund.
Brokerage Commissions
Beginning on August 21, 2019, the
Sponsor began recognizing the expense for brokerage commissions for
futures contract trades on a per-trade basis. Prior to the change,
brokerage commissions on all open commodity futures contracts were
accrued on the trade date and on a full-turn basis. The below table
shows the amounts included on the statements of operations as
unrealized losses atrributed to brokerage commissions as of
December 31, 2019, as well as total brokerage commissions paid in
2019 inclusive of this unrealized
loss.
|
CANE
|
Unrealized
Loss Attributed to Brokerage Commissions
|
$1,944
|
Total
Brokerage Commissions paid including unrealized loss
|
$12,776
|
Income
Taxes
For United States federal income
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 2016 to 2019, 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 and
for the years ended December 31, 2019, 2018, and 2017. 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 will recognize interest
accrued related to any unrecognized tax benefits and penalties in
income tax fees payable, if assessed. No interest expense or
penalties have been recognized as of and for the years ended
December 31, 2019, 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.
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. (EST) 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. (EST) on
the day the order to redeem the basket is properly
received.
The Fund receives or pays the
proceeds from shares sold or redeemed within three business days
after the trade date of the purchase or redemption. The amounts due
from Authorized Purchasers are reflected in the Fund’s
statements of assets and liabilities as receivable for shares sold.
Amounts payable to Authorized Purchasers upon redemption are
reflected in the Fund’s statements of assets and liabilities
as payable for shares redeemed.
As outlined in the
most recent Form S-1 filing, 50,000 shares represents two
Redemption Baskets for the Fund and a minimum level of shares. If
the Fund experienced redemptions that caused the number of Shares
outstanding to decrease to the minimum level of Shares required to
be outstanding, until the minimum number of Shares is again
exceeded through the purchase of a new Creation Basket, there can
be no more redemptions by an Authorized
Purchaser.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among
the shareholders of the Fund in proportion to the number of shares
each shareholder holds as of the close of each
month.
Cash
and Cash Equivalents
Cash
equivalents are highly liquid investments with original 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. Each Fund
that is a series of the Trust has the balance of its cash
equivalents on deposit with financial institutions. The Trust holds
a balance in money market funds that is included in cash and cash
equivalents on the statements of assets and liabilities. Effective
in the second quarter 2015, the Sponsor began investing a portion
of the available cash for the Funds in alternative demand deposit
savings accounts, which are classified as cash and not as cash
equivalents. Assets deposited with the bank may, at times, exceed
federally insured limits. Effective in the first quarter 2018, the
Sponsor began investing a portion of the available cash for the
Funds in investment grade commercial paper with durations of 90
days or less, which is classified as a cash equivalent and is not
FDIC insured. Effective February 2019, the Sponsor began investing
a portion of the cash held by the FCM in short term Treasury Bills
as collateral for open futures contracts, which is classified as a
cash equivalent and is not FDIC
insured.
|
Year
Ended
December
31, 2019
|
Year
Ended
December
31, 2018
|
Year
Ended
December
31, 2017
|
Money
Market Funds
|
$103
|
$100
|
$100
|
Demand
Deposit Savings Accounts
|
9,032,624
|
7,764,709
|
5,929,175
|
Commercial
Paper
|
2,499,872
|
2,497,132
|
-
|
Treasury
Bills
|
683,196
|
-
|
-
|
Total
cash and cash equivalents as presented on the Statement of Assets
and Liabilities
|
$12,215,795
|
$10,261,941
|
$5,929,275
|
Due from/to Broker
The amount recorded by the Fund
for the amount due from and to the clearing broker includes, but is
not limited to, cash held by the broker, amounts payable to the
clearing broker related to open transactions and payables for
commodities futures accounts liquidating to an equity balance on
the clearing broker’s records.
Margin is the minimum amount of
funds that must be deposited by a commodity interest trader with
the trader’s broker to initiate and maintain an open position
in futures contracts. A margin deposit acts to assure the
trader’s performance of the futures contracts purchased or
sold. Futures contracts are customarily bought and sold on initial
margin that represents a relatively 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 a 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, Global Fund
Services, calculates the NAV of the Fund once each trading day. It
calculates the NAV as of the earlier of the close of the NYSE or
4:00 p.m. (EST). The NAV for a particular trading day is released
after 4:15 p.m. (EST).
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.
(EST). The value of over-the-counter sugar interests is determined
based on the value of the commodity or futures contract underlying
such sugar interest, except that a fair value may be determined if
the Sponsor believes that the Fund is subject to significant credit
risk relating to the counterparty to such sugar interest. For
purposes of financial statements and reports, the Sponsor will
recalculate the NAV where necessary to reflect the “fair
value” of a Futures Contract when the Futures Contract closes
at its price fluctuation limit for the day. Treasury securities
held by the Fund are valued by the administrator using values
received from recognized third-party vendors and dealer quotes. NAV
includes any unrealized profit or loss on open sugar interests and
any other income or expense accruing to the Fund but unpaid or not
received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party
Transactions
The
Sponsor is responsible for investing the assets of the Fund in
accordance with the objectives and policies of the Fund. In
addition, the Sponsor arranges for one or more third parties to
provide administrative, custodial, accounting, transfer agency and
other necessary services to the Trust and the Funds. In addition,
the Sponsor elected not to outsource services directly attributable
to the Trust and the Funds such as accounting, financial reporting,
regulatory compliance and trading activities. In addition, the Fund
is contractually obligated to pay a monthly management fee to the
Sponsor, based on average daily net assets, at a rate equal to
1.00% per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity.
These aggregate common expenses include, but are
not limited to, legal, auditing, accounting and financial
reporting, tax-preparation, regulatory compliance, trading
activities, and insurance costs, as well as fees paid to the
Distributor, which are included in the related line item in the
statements of operations. A portion of these aggregate common
expenses are related to the Sponsor or related parties of
principals of the Sponsor; these are necessary services to the
Funds, which are primarily the cost of performing accounting and
financial reporting, regulatory compliance, and trading activities
that are directly attributable to the Fund. Such expenses are
primarily recorded as distribution and marketing fees on the
statement of operations. All asset-based fees and expenses for the
Funds are calculated on the prior day’s net
assets.
|
Year
Ended
December
31, 2019
|
Year
Ended
December
31, 2018
|
Year
Ended
December
31, 2017
|
Recognized
Related Party Transactions
|
$183,750
|
$242,126
|
$109,266
|
Waived
Related Party Transactions
|
$77,532
|
$93,112
|
$57,667
|
The Sponsor has the ability to elect to pay
certain expenses on behalf of the Funds or waive the management
fee. This election is subject to change by the Sponsor, at its
discretion. Expenses paid by the Sponsor and Management fees waived
by the Sponsor are, if applicable, presented as waived expenses in
the statements of operations for each Fund. The Sponsor has
determined that there would be no recovery sought for the amounts
below in any future period:
|
CANE
|
Year
Ended December 31, 2019
|
$171,746
|
Year
Ended December 31, 2018
|
$268,920
|
Year
Ended December 31, 2017
|
$129,334
|
Use of Estimates
The preparation of financial
statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amount of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts
of the revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Fair Value - Definition and Hierarchy
In accordance with U.S. GAAP, fair
value is defined as the price that would be received to sell an
asset or paid to transfer a liability (i.e., the “exit
price”) in an orderly transaction between market participants
at the measurement date.
In determining fair value, the
Fund uses various valuation approaches. In accordance with U.S.
GAAP, a fair value hierarchy for inputs is used in measuring fair
value that maximizes the use of observable inputs and minimizes the
use of unobservable inputs by requiring that the most observable
inputs be used when available. Observable inputs are those that
market participants would use in pricing the asset or liability
based on market data obtained from sources independent of the Fund.
Unobservable inputs reflect the Fund’s assumptions about the
inputs market participants would use in pricing the asset or
liability developed based on the best information available in the
circumstances. The fair value hierarchy is categorized into three
levels based on the inputs as follows:
Level 1 - Valuations based on
unadjusted quoted prices in active markets for identical assets or
liabilities that the Fund has the ability to access. Valuation
adjustments and block discounts are not applied to Level 1
financial instruments. Since valuations are based on quoted prices
that are readily and regularly available in an active market,
valuation of these financial instruments does not entail a
significant degree of judgment.
Level 2 - Valuations based on quoted
prices in markets that are not active or for which all significant
inputs are observable, either directly or
indirectly.
Level 3 - Valuations based on inputs
that are unobservable and significant to the overall fair value
measurement.
The availability of valuation
techniques and observable inputs can vary from financial
instrument to financial instrument and is affected
by a wide variety of factors including, the type of financial
instrument, whether the financial instrument is new and
not yet established in the marketplace, and other characteristics
particular to the transaction. To the extent that valuation is
based on models or inputs that are less observable or unobservable
in the market, the determination of fair value requires more
judgment. Those estimated values do not necessarily represent the
amounts that may be ultimately realized due to the occurrence of
future circumstances that cannot be reasonably determined. Because
of the inherent uncertainty of valuation, those estimated values
may be materially higher or lower than the values that would have
been used had a ready market for the financial
instruments existed. Accordingly, the degree of judgment
exercised by the Fund in determining fair value is greatest
for financial instruments categorized in Level 3. In
certain cases, the inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, for
disclosure purposes, the level in the fair value hierarchy, within
which the fair value measurement in its entirety falls, is
determined based on the lowest level input that is significant to
the fair value measurement.
Fair value is a market-based
measure considered from the perspective of a market participant
rather than an entity-specific measure. Therefore, even when market
assumptions are not readily available, the Fund’s own
assumptions are set to reflect those that market participants would
use in pricing the asset or liability at the measurement date. The
Fund uses prices and inputs that are current as of the measurement
date, including periods of market dislocation. In periods of market
dislocation, the observability of prices and inputs may be reduced
for many financial instruments. This condition could cause a
financial instrument to be reclassified to a lower level
within the fair value hierarchy. When such a situation exists on a
quarter close, the Sponsor will calculate the NAV on a particular
day using the Level 1 valuation, but will later recalculate the NAV
for the impacted Fund based upon the valuation inputs from these
alternative verifiable sources (Level 2 or Level 3) and will report
such NAV in its applicable financial statements and
reports.
On December 31, 2019 and
2018, 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 years being reported.
For the years ended December 31,
2019 and 2018, the Fund did not have any significant transfers
between any of the levels of the fair value
hierarchy.
The Fund records its derivative
activities at fair value. Gains and losses from derivative
contracts are included in the statements of operations. Derivative
contracts include futures contracts related to commodity prices.
Futures, which are listed on a national securities exchange, such
as the CBOT and the ICE, or reported on another national market,
are generally categorized in Level 1 of the fair value hierarchy.
OTC derivatives contracts (such as forward and swap contracts)
which may be valued using models, depending on whether significant
inputs are observable or unobservable, are categorized in Levels 2
or 3 of the fair value hierarchy.
Expenses
Expenses are recorded using the
accrual method of accounting.
Net Income (Loss) per Share
Net income (loss) per Share is the
difference between the NAV per unit at the beginning of each period
and at the end of each period. The weighted average number of
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”) 2019-07: “Codification Updates to SEC
Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule
Releases No. 33-10532, Disclosure Update and Simplification, and
Nos. 33-10231 and 33-10442, Investment Company Reporting
Modernization, and Miscellaneous Updates.” The amendments
improve, update, and simplify the SEC’s regulations on
financial reporting and disclosure. The amendments were adopted for
the quarter ended September 30, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2019-04:
“Codification Improvements to Topic 326, Financial
Instruments – Credit Losses, Topic 815, Derivatives and
hedging, and Topic 825, Financial Instruments.” The
amendments clarify and improve areas of guidance related to the
recently issued standards on credit losses, hedging, and
recognition and measurement, specifically relating to ASU 2017-12.
The amendments were early adopted for the quarter ended June 30,
2019; the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2019-01:
"Leases (Topic 842): Codification Improvements." These amendments
align the guidance for fair value of underlying assets by lessors
that are not manufacturers or dealers in Topic 842 with that of
existing guidance. The amendments will be effective for fiscal
years and interim periods beginning after December 15, 2019 and may
be adopted early. The
amendments were early adopted for the year ended December 31, 2019;
the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2018-13:
“Fair Value Measurement (Topic 820): Disclosure Framework
– Changes to the Disclosure Requirements for Fair Value
Measurement. These amendments modify public and private company
fair value disclosure requirements. While some disclosures were
removed or modified, others were added. The guidance is a result of
the FASB’s test of the principals developed to improve the
effectiveness of disclosures in the notes to the financial
statements. The amendments will be effective for fiscal years and
interim periods beginning after December 15, 2019 and may be
adopted early. The amendments were early adopted
for the year ended December 31, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2018-05,
“Income Taxes (Topic 740): Amendments to SEC Paragraphs
Pursuant to SEC Staff Accounting Bulletin No. 118." These
amendments add guidance to the FASB Accounting Standards
Codification regarding the Tax Cuts and Jobs Act (Act). The
amendments were adopted for the quarter ended March 31, 2018; the
adoption did not have a material impact on the financial statements
and disclosures of the Trust or the Fund.
The FASB issued ASU 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.
The
amendments were early adopted for the year ended December 31, 2019;
the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2017-12,
“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 were adopted for the
quarter ended March 31, 2019; the adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
The
FASB issued ASU 2017-03, “Accounting Changes and Error
Corrections (Topic 250) and Investments – Equity Method and
Joint Ventures (Topic 323)”. These amendments require disclosure of
the impact that recently issued accounting standards will have on
the financial statements of a registrant when such standards are
adopted in a future period. The amendments were adopted for the
quarter ended March 31, 2017; the adoption did not have a material
impact on the financial statements and disclosures
of the Trust or the
Fund.
The FASB issued ASU 2017-01,
“Business Combinations (Topic 805): Clarifying the Definition
of a Business”. The amendments are intended to help companies
and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals)
of assets or businesses. The amendments are effective for public
companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. The adoption did
not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2016-18, “Statement of Cash Flows (Topic
230)”. The amendments in this update require that a statement
of cash flows explain the change during the
period in the total of cash, cash
equivalents, and amounts generally described as restricted cash or
restricted cash equivalents. Therefore, amounts generally described
as restricted cash and restricted cash equivalents should be
included with cash and cash equivalents when reconciling the
beginning of period and end of period total amounts
shown on the statement of cash
flows. The amendments are effective for fiscal years beginning
after December 15, 2017, and interim periods within those fiscal
years. The Sponsor elected to early adopt ASU 2016-18 for the year
ending December 31, 2017 and the adoption did not have a material
impact on the financial statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts
with Customers (Topic 606),” which replaces the revenue
recognition requirements of “Revenue
Recognition (Topic 605).”
This ASU is based on the principle that revenue is recognized to
depict the transfer of goods and services to customers in an amount
that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. This ASU provides
new and more detailed guidance on specific topics and
expands and improves disclosures
about revenue. In August 2015, the FASB issued ASU 2015-14 which
defers the effective date of ASU 2014-09 by one year to fiscal
years beginning after December 15, 2017. ASU 2015-14 also permits
early adoption of ASU 2014-09, but not before the original
effective date, which was for fiscal years
beginning after December 15, 2016.
The Trust and the Fund record income or loss from the recognition
and measurement of futures contracts and from interest income under
Subtopic 825-10. Revenue from financial instruments which are
valued under Subtopic 825 will not be subject to the application of
ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for
the fiscal year ending December 31, 2017. The adoption did not have
a material impact on the financial statements and disclosures of
the Trust or the Fund.
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 Funds record income or
loss from the recognition and
measurement of futures contracts and from interest income under
Subtopic 825-10. Revenue from financial instruments which are
valued under Subtopic 825 will not be subject to the application of
ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year
ending December 31, 2017. The adoption did not
have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2016-02, “Leases (Topic
842).” The amendments in this update increase transparency
and comparability among organizations by recognizing lease assets
and lease liabilities on the balance sheet and disclosing key
information about leasing arrangements. The amendments were adopted
for the quarter ended March 31, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2016-01, “Financial Instruments-Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities.” The amendments in this update are
intended to improve the recognitions measurement and disclosure of
financial instruments. The amendments to this update are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. These amendments are required to
be applied prospectively. The adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
Note 4 – Fair Value Measurements
The Fund’s assets and
liabilities recorded at fair value have been categorized based upon
a fair value hierarchy as described in the Fund’s significant
accounting policies in Note 3. The following table presents
information about the Fund’s assets and liabilities measured
at fair value as of December 31, 2019 and December 31,
2018.
December 31,
2019
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2019
|
Cash
Equivalents
|
$3,183,171
|
$-
|
$-
|
$3,183,171
|
Sugar
Futures Contracts
|
347,429
|
-
|
-
|
347,429
|
Total
|
$3,530,600
|
$-
|
$-
|
$3,530,600
|
December 31,
2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2018
|
Cash
Equivalents
|
$2,497,232
|
$-
|
$-
|
$2,497,232
|
Sugar
futures contracts
|
233,979
|
-
|
-
|
233,979
|
Total
|
$2,731,211
|
$-
|
$-
|
$2,731,211
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2018
|
Commodity
Futures Contracts
|
|
|
|
|
Sugar
futures contracts
|
$47,656
|
$-
|
$-
|
$47,656
|
For the years ended December 31,
2019 and 2018, the Fund did not have any significant transfers
between any of the levels 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 years ended December 31, 2019 and 2018, 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 December 31, 2019 and
2018.
Offsetting of
Financial Assets and Derivative Assets as of December 31,
2019
|
(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
|
$347,429
|
$-
|
$347,429
|
$-
|
$237,908
|
$109,521
|
Offsetting of
Financial Assets and Derivative Assets as of December 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
|
|
|
|
|
|
|
Sugar Futures
Contracts
|
$233,979
|
$-
|
$233,979
|
$ 47,656
|
$-
|
$186,323
|
Offsetting of
Financial Liabilities and Derivative Liabilities as of December 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
|
$47,656
|
$-
|
$47,656
|
$47,656
|
$-
|
$-
|
The following is a summary of
realized and net change in unrealized gains (losses) of the
derivative instruments utilized by the Fund:
Year ended
December 31, 2019
|
Realized
Gain on
Commodity
Futures Contracts
|
Net
Change in Unrealized Appreciation on
Commodity
Futures Contracts
|
Commodity
Price
|
|
|
Sugar
futures contracts
|
$113,747
|
$161,106
|
Year ended
December 31, 2018
|
Realized
Loss on
Commodity
Futures Contracts
|
Net
Change in Unrealized Appreciation on
Commodity
Futures Contracts
|
Commodity
Price
|
|
|
Sugar
futures contracts
|
$(2,314,984)
|
$69,137
|
Year ended
December 31, 2017
|
Realized Loss on
Commodity Futures Contracts
|
Net Change in Unrealized Appreciation on
Commodity Futures Contracts
|
Commodity
Price
|
|
|
Sugar
futures contracts
|
$(2,435,305)
|
$263,581
|
Volume of Derivative Activities
The average notional market value
categorized by primary underlying risk for all futures contracts
held was $10.4 million in 2019, $12.3 million in 2018, and $7.1
million in 2017.
Note 6 - Financial Highlights
The following table presents per
share performance data and other supplemental financial data for
the years ended December 31, 2019, 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.
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Per Share Operation Performance
|
|
|
|
Net
asset value at beginning of period
|
$7.07
|
$9.79
|
$12.97
|
Income
(loss) from investment operations:
|
|
|
|
Investment
income
|
0.16
|
0.15
|
0.12
|
Net
realized and unrealized gain (loss) on commodity futures
contracts
|
0.06
|
(2.60)
|
(3.01)
|
Total
expenses, net
|
(0.25)
|
(0.27)
|
(0.29)
|
Net
decrease in net asset value
|
(0.03)
|
(2.72)
|
(3.18)
|
Net
asset value at end of period
|
$7.04
|
$7.07
|
$9.79
|
Total Return
|
(0.45)%
|
(27.78)%
|
(24.52)%
|
Ratios to Average Net Assets (Annualized)
|
|
|
|
Total
expenses
|
5.22%
|
5.80%
|
4.62%
|
Total
expenses, net
|
3.56%
|
3.60%
|
2.79%
|
Net
investment loss
|
(1.23)%
|
(1.56)%
|
(1.68)%
|
The financial highlights per share
data are calculated consistent with the methodology used to
calculate asset-based fees and expenses.
Note 7 – Quarterly Financial Data
(Unaudited)
The following summarized quarterly
financial information presents the results of operations for the
Teucrium Sugar Fund and other data for three-month periods ended
March 31, June 30, September 30 and December 31, 2019 and
2018.
|
Three months ended
|
Three months ended
|
Three months ended
|
Three months ended
|
|
March 31, 2019
|
June 30, 2019
|
September 30, 2019
|
December 31, 2019
|
Total
Income (Loss)
|
$488,023
|
$(271,558)
|
$(486,975)
|
$785,997
|
Total
Expenses
|
135,037
|
151,926
|
118,027
|
133,697
|
Total
Expenses, net
|
93,555
|
93,972
|
80,834
|
98,580
|
Net
Income (Loss)
|
$394,468
|
$(365,530)
|
$(567,809)
|
$687,417
|
Net
Income (Loss) per share
|
$0.23
|
$(0.20)
|
$(0.45)
|
$0.39
|
|
Three months ended
|
Three months ended
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
June 30, 2018
|
September 30, 2018
|
December 31, 2018
|
Total
Income (Loss)
|
$(1,127,935)
|
$(689,717)
|
$(1,857,077)
|
$1,678,297
|
Total
Expenses
|
141,974
|
182,157
|
213,470
|
170,674
|
Total
Expenses, net
|
61,284
|
115,948
|
142,099
|
120,024
|
Net
Income (Loss)
|
$(1,189,219)
|
$(805,665)
|
$(1,999,176)
|
$1,558,273
|
Net
Income (Loss) per share
|
$(1.50)
|
$(0.67)
|
$(0.99)
|
$0.44
|
Note 8 - 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 is not obligated to reimburse these costs to
the Sponsor. The Fund bears its own costs
incurred in connection with the registration and offering of
additional shares, which include registration fees, legal fees,
underwriting fees and other similar
costs.
Note 9 – Subsequent Events
Management has evaluated the
financial statements for the year ended December 31, 2019 for
subsequent events through the date of this filing and noted no
material events requiring either recognition through the date of
the filing or disclosure herein for the Fund other than those noted
below:
The
total net assets of the Fund decreased by $3,517,548 or 29% for the
period from December 31, 2019 through March 9, 2020. This was
driven by a 23% decrease in the shares outstanding and a 7%
decrease in the net asset value per
share.
Report of Independent Registered Public Accounting
Firm
To the Sponsor and Shareholders
of
Teucrium
Wheat Fund
Opinion
on the financial statements
We have audited the accompanying
statements of assets and liabilities, including the schedules of
investments, of Teucrium Wheat Fund (the “Fund”), as of
December 31, 2019 and 2018, the related statements of operations, changes in
net assets, and cash flows for each of the three years in the
period ended December 31, 2019, and the related notes (collectively
referred to as the “financial statements”). In our
opinion, the financial
statements present fairly, in all material respects, the financial
position of the Fund as of
December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2019, in conformity with
accounting principles generally accepted in the United States of
America.
We also have audited, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the Fund’s internal
control over financial reporting as of December 31, 2019, based on
criteria established in the 2013 Internal Control—Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”), and
our report dated March 11, 2020 expressed an unqualified
opinion.
Basis for
opinion
These financial statements are the
responsibility of the Fund’s management. Our responsibility
is to express an opinion on the Fund’s financial statements
based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to
the Fund in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in
accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement
of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that
our audits provide a reasonable basis for our
opinion.
/s/ GRANT THORNTON
LLP
We have served as the Fund’s
auditor since 2014.
New York, New
York
March 11, 2020
Report of Independent Registered Public
Accounting Firm
To the Sponsor and Shareholders
of
Teucrium
Wheat Fund
Opinion
on internal control over financial reporting
We have audited the internal
control over financial reporting of Teucrium Wheat Fund (the
“Fund”) as of December 31, 2019, based on criteria
established in the 2013 Internal
Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission
(“COSO”). In our opinion, the Fund maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2019, based on criteria established in
the 2013 Internal
Control—Integrated Framework issued by
COSO.
We also have audited, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the financial statements of
the Fund as of and for the year ended December 31, 2019, and our
report dated March 11, 2020 expressed an unqualified
opinion on those financial
statements.
Basis
for opinion
The Fund’s management is
responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the
accompanying Management’s Annual Report on Internal Control
over Financial Reporting. Our responsibility is to express an
opinion on the Fund’s internal control over financial
reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with
respect to the Fund in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in
accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our
opinion.
Definition
and limitations of internal control over financial
reporting
A fund’s internal control
over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles. A fund’s internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the fund; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
fund are being made only in accordance with authorizations of
management and directors of the fund; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the fund’s assets that
could have a material effect on the financial
statements.
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may
deteriorate.
/s/ GRANT THORNTON
LLP
New York, New
York
March 11, 2020
TEUCRIUM WHEAT
FUND
STATEMENTS OF
ASSETS AND LIABILITIES
|
December 31, 2019
|
December 31, 2018
|
|
|
|
Assets
|
|
|
Cash
and cash equivalents
|
$51,467,643
|
$63,300,447
|
Interest
receivable
|
71
|
7
|
Other
assets
|
4,209
|
13,454
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
5,068,476
|
-
|
Due
from broker
|
-
|
5,867,925
|
Total
equity in trading accounts
|
5,068,476
|
5,867,925
|
Total
assets
|
56,540,399
|
69,181,833
|
|
|
|
Liabilities
|
|
|
Management
fee payable to Sponsor
|
42,917
|
48,550
|
Payable
for purchases of commercial paper
|
-
|
9,969,591
|
Other
liabilities
|
2,876
|
28,419
|
Equity
in trading accounts:
|
|
|
Commodity
futures contracts
|
-
|
3,985,400
|
Due
to broker
|
4,258,410
|
-
|
Total
equity in trading accounts
|
4,258,410
|
3,985,400
|
Total
liabilities
|
4,304,203
|
14,031,960
|
|
|
|
Net assets
|
$52,236,196
|
$55,149,873
|
|
|
|
Shares outstanding
|
8,950,004
|
9,275,004
|
|
|
|
Shares authorized
|
43,000,000
|
15,175,000
|
|
|
|
Net asset value per share
|
$5.84
|
$5.95
|
|
|
|
Market value per share
|
$5.85
|
$5.93
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM WHEAT
FUND
SCHEDULE OF
INVESTMENTS
December 31,
2019
Description: Assets
|
Fair Value
|
Percentage of Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio 1.50% (cost
$119)
|
$119
|
0.00%
|
119
|
|
|
|
|
|
|
|
Principal Amount
|
U.S.
Treasury Obligations
|
|
|
|
U.S.
Treasury Bills 1.53% (cost: $1,948,259 due 01/30/2020)
(a)(b)
|
$1,948,728
|
3.73%
|
1,951,000
|
|
|
|
|
Commercial
Paper
|
|
|
|
CNH
Industrial Capital LLC 1.86% (cost: $2,493,962 due
01/06/2020)
|
$2,499,358
|
4.79%
|
2,500,000
|
Energy
Transfer Operating, L.P. 1.99% (cost: $2,493,813 due
01/31/2020)
|
2,495,875
|
4.78
|
2,500,000
|
FMC
Technologies, Inc. 1.93% (cost: $4,976,266 due
02/04/2020)
|
4,990,933
|
9.56
|
5,000,000
|
General
Motors Financial Company, Inc. 2.15% (cost: $2,487,131 due
01/06/2020)
|
2,499,261
|
4.78
|
2,500,000
|
General
Motors Financial Company, Inc. 2.16% (cost: $4,973,547 due
01/15/2020)
|
4,995,839
|
9.56
|
5,000,000
|
Royal
Caribbean Cruises Ltd. 2.12% (cost: $2,487,750 due
01/09/2020)
|
2,498,833
|
4.78
|
2,500,000
|
Total
Commercial Paper (cost: $19,912,469)
|
$19,980,099
|
38.25%
|
|
Total
Cash Equivalents
|
$21,928,946
|
41.98%
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
(Long Exposure)
|
Commodity futures contracts
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT
wheat futures MAY20 (650 contracts)
|
$2,113,350
|
4.04%
|
$18,256,875
|
CBOT
wheat futures JUL20 (556 contracts)
|
892,498
|
1.71
|
15,665,300
|
CBOT
wheat futures DEC20 (634 contracts)
|
2,062,628
|
3.95
|
18,314,675
|
Total
commodity futures contracts
|
$5,068,476
|
9.70%
|
$52,236,850
|
(a) Discount yield
at the time of purchase inclusive of collateral fees.
(b) The security is
held by the broker as collateral for open futures contracts.
TEUCRIUM WHEAT
FUND
SCHEDULE OF
INVESTMENTS
December 31,
2018
Description: Assets
|
Fair Value
|
Percentage of Net Assets
|
Shares
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio 2.24% (cost
$100)
|
$100
|
0.00%
|
100
|
|
|
|
|
|
|
|
Principal Amount
|
Commercial
Paper
|
|
|
|
CNH
Industrial Capital LLC 2.62% (cost: $2,484,833 due
1/10/2019)
|
$2,498,375
|
4.53%
|
2,500,000
|
Enable
Midstream Partners, LP 2.75% (cost: $2,491,469 due
1/10/2019)
|
2,498,294
|
4.53
|
2,500,000
|
Enable
Midstream Partners, LP 3.04% (cost: $4,962,425 due
2/28/2019)
|
4,975,785
|
9.02
|
5,000,000
|
Energy
Transfer Operating, L.P. 3.10% (cost: $7,481,452 due
1/31/2019)
|
7,481,452
|
13.57
|
7,500,000
|
Ford
Motor Credit Company LLC 2.63% (cost: $2,483,750 due
1/3/2019)
|
2,499,639
|
4.53
|
2,500,000
|
Ford
Motor Credit Company LLC 2.68% (cost: $2,483,806 due
1/18/2019)
|
2,496,872
|
4.53
|
2,500,000
|
Ford
Motor Credit Company LLC 2.81% (cost: $2,483,783 due
2/6/2019)
|
2,493,050
|
4.52
|
2,500,000
|
General
Motors Financial Company, Inc. 2.83% (cost: $2,488,139 due
3/5/2019)
|
2,488,139
|
4.51
|
2,500,000
|
Humana
Inc. 2.91% (cost: $2,484,600 due 2/11/2019)
|
2,491,800
|
4.52
|
2,500,000
|
Royal
Caribbean Cruises Ltd. 2.73% (cost: $4,988,709 due
1/2/2019)
|
4,999,618
|
9.07
|
5,000,000
|
Royal
Caribbean Cruises Ltd. 2.77% (cost: $2,494,462 due
1/2/2019)
|
2,499,809
|
4.53
|
2,500,000
|
Total
Commercial Paper (cost: $37,327,428)
|
$37,422,833
|
67.86%
|
|
Total
Cash Equivalents
|
$37,422,933
|
67.86%
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
Notional Amount
|
Description: Liabilities
|
Fair Value
|
Net Assets
|
(Long Exposure)
|
|
|
|
|
Commodity futures contracts
|
|
|
|
United
States wheat futures contracts
|
|
|
|
CBOT
wheat futures MAY19 (756 contracts)
|
$1,367,838
|
2.48%
|
$19,296,900
|
CBOT
wheat futures JUL19 (637 contracts)
|
544,812
|
0.99
|
16,514,225
|
CBOT
wheat futures DEC19 (713 contracts)
|
2,072,750
|
3.76
|
19,340,125
|
Total
commodity futures contracts
|
$3,985,400
|
7.23%
|
$55,151,250
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM WHEAT
FUND
STATEMENTS OF
OPERATIONS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Income
|
|
|
|
Realized
and unrealized gain (loss) on trading of commodity futures
contracts:
|
|
|
|
Realized
(loss) gain on commodity futures contracts
|
$(9,623,635)
|
$2,502,112
|
$(5,305,113)
|
Net
change in unrealized appreciation (depreciation) on commodity
futures contracts
|
9,053,876
|
(1,389,350)
|
1,325,538
|
Interest
income
|
1,319,942
|
1,343,227
|
745,357
|
Total
income (loss)
|
750,183
|
2,455,989
|
(3,234,218)
|
|
|
|
|
Expenses
|
|
|
|
Management
fees
|
534,850
|
648,593
|
654,207
|
Professional
fees
|
349,582
|
575,124
|
585,774
|
Distribution
and marketing fees
|
735,336
|
1,094,984
|
1,070,569
|
Custodian
fees and expenses
|
96,947
|
125,550
|
143,071
|
Business
permits and licenses fees
|
32,473
|
20,759
|
20,733
|
General
and administrative expenses
|
72,435
|
103,842
|
107,357
|
Brokerage
commissions
|
14,841
|
63,679
|
59,520
|
Other
expenses
|
8,164
|
42,950
|
37,382
|
Total
expenses
|
1,844,628
|
2,675,481
|
2,678,613
|
|
|
|
|
Expenses
waived by the Sponsor
|
(2,500)
|
(234,736)
|
(323,244)
|
|
|
|
|
Total expenses, net
|
1,842,128
|
2,440,745
|
2,355,369
|
|
|
|
|
Net (loss) income
|
$(1,091,945)
|
$15,244
|
$(5,589,587)
|
|
|
|
|
Net
loss per share
|
$(0.11)
|
$(0.04)
|
$(0.90)
|
Net
(loss) income per weighted average share
|
$(0.11)
|
$0.00
|
$(0.58)
|
Weighted
average shares outstanding
|
9,768,840
|
10,111,031
|
9,594,936
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM WHEAT
FUND
STATEMENTS OF
CHANGES IN NET ASSETS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Operations
|
|
|
|
Net
(loss) income
|
$(1,091,945)
|
$15,244
|
$(5,589,587)
|
Capital
transactions
|
|
|
|
Issuance
of Shares
|
11,940,413
|
12,997,590
|
35,809,657
|
Redemption
of Shares
|
(13,762,145)
|
(19,278,980)
|
(31,148,810)
|
Total
capital transactions
|
(1,821,732)
|
(6,281,390)
|
4,660,847
|
Net
change in net assets
|
(2,913,677)
|
(6,266,146)
|
(928,740)
|
|
|
|
|
Net assets, beginning of period
|
$55,149,873
|
$61,416,019
|
$62,344,759
|
|
|
|
|
Net assets, end of period
|
$52,236,196
|
$55,149,873
|
$61,416,019
|
|
|
|
|
Net asset value per share at beginning of period
|
$5.95
|
$5.99
|
$6.89
|
|
|
|
|
Net asset value per share at end of period
|
$5.84
|
$5.95
|
$5.99
|
|
|
|
|
Creation
of Shares
|
2,175,000
|
2,000,000
|
5,375,000
|
Redemption
of Shares
|
2,500,000
|
2,975,000
|
4,175,000
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM WHEAT
FUND
STATEMENTS OF
CASH FLOWS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Cash flows from operating activities:
|
|
|
|
Net
(loss) income
|
$(1,091,945)
|
$15,244
|
$(5,589,587)
|
Adjustments to reconcile net (loss) income to net cash (used in)
provided by operating activities:
|
|
||
Net
change in unrealized (appreciation) depreciation on commodity
futures contracts
|
(9,053,876)
|
1,389,350
|
(1,325,538)
|
Changes in operating assets and liabilities:
|
|
|
|
Due
from broker
|
5,867,925
|
(701,671)
|
2,215,452
|
Interest
receivable
|
(64)
|
104
|
168
|
Other
assets
|
9,245
|
(11,593)
|
5,776
|
Due
to broker
|
4,258,410
|
-
|
-
|
Management
fee payable to Sponsor
|
(5,633)
|
(3,424)
|
(171)
|
Payable
for purchases of commercial paper
|
(9,969,591)
|
9,969,591
|
-
|
Other
liabilities
|
(25,543)
|
(7,995)
|
33,373
|
Net
cash (used in)/provided by operating activities
|
(10,011,072)
|
10,649,606
|
(4,660,527)
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
Proceeds
from sale of Shares
|
11,940,413
|
12,997,590
|
35,809,657
|
Redemption
of Shares
|
(13,762,145)
|
(19,278,980)
|
(31,148,810)
|
Net
cash (used in)/provided by financing activities
|
(1,821,732)
|
(6,281,390)
|
4,660,847
|
|
|
|
|
Net change in cash and cash equivalents
|
(11,832,804)
|
4,368,216
|
320
|
Cash and cash equivalents, beginning of period
|
63,300,447
|
58,932,231
|
58,931,911
|
Cash and cash equivalents, end of period
|
$51,467,643
|
$63,300,447
|
$58,932,231
|
The
accompanying notes are an integral part of these financial
statements.
NOTES TO FINANCIAL STATEMENTS
December 31,
2019
Note 1 – Organization and Operation
Teucrium Wheat Fund (referred to
herein as “WEAT” or the “Fund”) is a
commodity pool that is a series of Teucrium Commodity Trust
(“Trust”), a Delaware statutory trust formed on
September 11, 2009. The Fund issues common units, called the
“Shares,” representing fractional undivided beneficial
interests in the Fund. The Fund continuously offers Creation
Baskets consisting of 25,000 Shares at their Net Asset Value
(“NAV”) to “Authorized Purchasers” through
Foreside Fund Services, LLC, which is the distributor for the Fund
(the “Distributor”). Authorized Purchasers sell such
Shares, which are listed on the New York Stock Exchange
(“NYSE”) Arca under the symbol “WEAT,” to
the public at per-Share offering prices that reflect, among other
factors, the trading price of the Shares on the NYSE Arca, the NAV
of the Fund at the time the Authorized Purchaser purchased the
Creation Baskets and the NAV at the time of the offer of the Shares
to the public, the supply of and demand for Shares at the time of
sale, and the liquidity of the markets for wheat interests. The
Fund’s Shares trade in the secondary market on the NYSE Arca
at prices that are lower or higher than their NAV per
Share.
The investment objective of WEAT
is to have the daily changes in percentage terms of the
Shares’ Net Asset Value (“NAV”) reflect the daily
changes in percentage terms of a weighted average of the closing
settlement prices for three futures contracts for wheat
(“Wheat Futures Contracts”) that are traded on the
Chicago Board of Trade (“CBOT”):
WEAT Benchmark
CBOT Wheat
Futures Contract
|
Weighting
|
Second to
expire
|
35%
|
Third to
expire
|
30%
|
December following the
third-to-expire
|
35%
|
The Fund commenced investment
operations on September 19, 2011 and has a fiscal year ending
December 31. The Fund’s sponsor is Teucrium Trading, LLC (the
“Sponsor”). The Sponsor is responsible for the
management of the Fund. The Sponsor is a member of the National
Futures Association (the “NFA”) and became a commodity
pool operator registered with the Commodity Futures Trading
Commission (the “CFTC”) effective November 10, 2009.
The Sponsor registered as a Commodity Trading Advisor ("CTA") with
the CFTC effective September 8, 2017.
On
June 13, 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. The current registration statement for WEAT was declared
effective on April 29, 2019. This registration statement for WEAT
registered an additional 30,000,000
shares.
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
The
Sponsor employs U.S. Bank N.A. 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 doing business as U.S. Bank Global Fund
Services ("Global Fund Services") is 615 E. Michigan Street,
Milwaukee, WI 53202. In addition, effective on the Conversion Date,
Global Fund Services, 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 Global Fund Services 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 U.S. Bank N.A. 0.06% of average gross assets on the
first $250 million, 0.05% on the next $250 million, 0.04% on the
next $500 million and 0.03% on the balance over $1 billion
annually. A combined minimum annual fee of up to $64,500 for
custody, transfer agency, accounting and administrative services is
assessed per Fund. These services are recorded in custodian fees
and expenses on the statements of operations. A summary of these
expenses is included below.
The Sponsor employs Foreside Fund
Services, LLC (“Foreside” or the
“Distributor”) as the Distributor for the Funds. The
Distribution Services Agreement among the Distributor and the
Sponsor calls for the Distributor to work with the Custodian in
connection with the receipt and processing of orders for Creation
Baskets and Redemption Baskets and the review and approval of all
Fund sales literature and advertising materials. The Distributor
and the Sponsor have also entered into a Securities Activities and
Service Agreement (the “SASA”) under which certain
employees and officers of the Sponsor are licensed as registered
representatives or registered principals of the Distributor, under
Financial Industry Regulatory Authority (“FINRA”)
rules. For its services as the Distributor, Foreside receives a fee
of 0.01% of the Fund’s average daily net assets and an
aggregate annual fee of $100,000 for all Teucrium Funds, along with
certain expense reimbursements. For its services under the SASA,
Foreside receives a fee of $5,000 per registered representative and
$1,000 per registered location. These services are recorded in
distribution and marketing fees on the statements of operations. A
summary of these expenses is included below. Pursuant to a
Consulting Services Agreement, Foreside Consulting Services, LLC,
performs certain consulting support services for the Trust's
Sponsor. Additionally, Foreside Distributors, LLC performs certain
distribution consulting services pursuant to a Distribution
Consulting Agreement with the Trust's
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. Prior
to August 21, 2019, these expenses were recorded in brokerage
commissions on the statements of operations. Beginning on August
21, 2019, these expenses were recognized on a per-trade basis. The
half-turn is recognized as an unrealized loss on the statements of
operations for contracts that have been purchased since the change
in recognition, and a full turn is recognized as a realized loss on
the statements of operations when a contract is sold. A summary of
these expenses is included below.
The sole Trustee of the Trust is
Wilmington Trust Company, a Delaware banking corporation. The
Trustee will accept service of legal process on the Trust in the
State of Delaware and will make certain filings under the Delaware
Statutory Trust Act. For its services, the Trustee receives an
annual fee of $3,300 from the Trust. These services are recorded in
business permits and licenses fees on the statements of operations.
A summary of these expenses is included below.
The
Sponsor employs Exchange Traded Concepts, LLC ("ETC") as the
Marketing Agent, providing certain marketing consulting services in
connection with the content strategy and e-mail marketing for the
Funds. For its services as the Marketing Agent, ETC receives $2,500
a month and 0.02% of the Fund's average daily net assets, when
assets are above the combined amount of $160 million. These
services are recorded in distribution and marketing fees on the
statements of the operations. A summary of these expenses is
included below:
|
Year
Ended December 31, 2019
|
Year
Ended December 31, 2018
|
Year
Ended December 31, 2017
|
Amount
Recognized for Custody Services
|
$96,947
|
$125,550
|
$143,071
|
Amount
of Custody Services Waived
|
$-
|
$31,513
|
$12,241
|
|
|
|
|
Amount
Recognized for Distribution Services
|
$44,421
|
$62,031
|
$75,469
|
Amount
of Distribution Services Waived
|
$-
|
$9,354
|
$14,910
|
|
|
|
|
Amount
Recognized for Brokerage Commissions
|
$14,841
|
$63,678
|
$59,520
|
Amount
of Brokerage Commissions Waived
|
$-
|
$-
|
$-
|
|
|
|
|
Amount
Recognized for Wilmington Trust
|
$837
|
$967
|
$1,349
|
Amount
of Wilmington Trust Waived
|
$-
|
$-
|
$-
|
|
|
|
|
Amount
Recognized for ETC
|
$13,810
|
$-
|
$-
|
Amount
of ETC Waived
|
$-
|
$-
|
$-
|
Note 3 – Summary of Significant Accounting
Policies
Basis of Presentation
The
accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) as detailed in the Financial
Accounting Standards Board’s Accounting Standards
Codification.
Revenue Recognition
Commodity futures contracts are
recorded on the trade date. All such transactions are recorded on
the identified cost basis and marked to market daily. Unrealized
appreciation or depreciation on commodity futures contracts are
reflected in the statements of assets and liabilities as the
difference between the original contract amount and the fair market
value as of the last business day of the year or as of the last
date of 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 and at 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 liabilites and in cash and cash equivalents 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.
Beginning in February of 2019, the
Sponsor began investing a portion of the cash held by the broker in
short term Treasury Bills as collateral for open futures contracts.
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.
The Sponsor adopted ASC 606, Revenue from Contracts With Customers,
for the year ended December 31, 2018. The adoption did not have a
material impact on the financial statements of the Trust or the
Fund.
Brokerage Commissions
Beginning on August 21, 2019, the
Sponsor began recognizing the expense for brokerage commissions for
futures contract trades on a per-trade basis. Prior to the change,
brokerage commissions on all open commodity futures contracts were
accrued on the trade date and on a full-turn basis. The below table
shows the amounts included on the statements of operations as
unrealized losses atrributed to brokerage commissions as of
December 31, 2019 as well as total brokerage commissions paid in
2019 inclusive of this unrealized
loss.
|
WEAT
|
Unrealized
Loss Attributed to Brokerage Commissions
|
$5,612
|
Total
Brokerage Commissions paid including unrealized loss
|
$41,004
|
Income Taxes
For United States federal income
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 2016 to 2019, 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 and for the years ended December 31, 2019, 2018, and
2017. 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 will recognize interest
accrued related to any unrecognized tax benefits and penalties in
income tax fees payable, if assessed. No interest expense or
penalties have been recognized as of and for the years ended
December 31, 2019, 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.
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. (EST) 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. (EST) on
the day the order to redeem the basket is properly
received.
The Fund receives or pays the
proceeds from shares sold or redeemed within three business days
after the trade date of the purchase or redemption. The amounts due
from Authorized Purchasers are reflected in the Fund’s
statements of assets and liabilities as receivable for shares sold.
Amounts payable to Authorized Purchasers upon redemption are
reflected in the Fund’s statements of assets and liabilities
as payable for shares redeemed.
As outlined in the
most recent Form S-1 filing, 50,000 shares represents two
Redemption Baskets for the Fund and a minimum level of shares. If
the Fund experienced redemptions that caused the number of Shares
outstanding to decrease to the minimum level of Shares required to
be outstanding, until the minimum number of Shares is again
exceeded through the purchase of a new Creation Basket, there can
be no more redemptions by an Authorized
Purchaser.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among
the shareholders of the Fund in proportion to the number of shares
each shareholder holds as of the close of each
month.
Cash
and Cash Equivalents
Cash equivalents are highly liquid investments
with original 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. Each Fund that is a series of the Trust has
the balance of its cash equivalents on deposit with financial
institutions. The Trust holds a balance in money market funds that
is included in cash and cash equivalents on the statements of
assets and liabilities. Effective in the second quarter 2015, the
Sponsor began investing a portion of the available cash for the
Funds in alternative demand deposit savings accounts, which are
classified as cash and not as cash equivalents. Assets deposited
with the bank may, at times, exceed federally insured limits.
Effective in the fourth quarter 2017, the Sponsor began investing a
portion of the available cash for the Funds in investment grade
commercial paper with durations of 90 days or less, which is
classified as a cash equivalent and is not FDIC insured. Effective
February 2019, the Sponsor began investing a portion of the cash
held by the FCM in short term Treasury Bills as collateral for open
futures contracts, which is classified as a cash equivalent and is
not FDIC insured.
|
Year
Ended
December
31, 2019
|
Year
Ended
December
31, 2018
|
Year
Ended
December
31, 2017
|
Money
Market Funds
|
$119
|
$100
|
$170
|
Demand
Deposit Savings Accounts
|
29,538,697
|
25,877,514
|
33,967,188
|
Commercial
Paper
|
19,980,099
|
37,422,833
|
24,964,873
|
Treasury
Bills
|
1,948,728
|
-
|
-
|
Total
cash and cash equivalents as presented on the Statement of Assets
and Liabilities
|
$51,467,643
|
$63,300,447
|
$58,932,231
|
Payable for Purchases of Commercial
Paper
The amount recorded
by the Fund for commercial paper transactions awaiting settlement,
which represents the amount payable for contracts purchased but not
yet settled as of the reporting date. The value of the contract is
included in cash and cash equivalents, and the payable amount is
included as a liability.
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 relatively 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 a 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, Global Fund
Services, calculates the NAV of the Fund once each trading day. It
calculates the NAV as of the earlier of the close of the NYSE or
4:00 p.m. (EST). The NAV for a particular trading day is released
after 4:15 p.m. (EST).
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.
(EST). The value of over-the-counter wheat interests is determined
based on the value of the commodity or futures contract underlying
such wheat interest, except that a fair value may be determined if
the Sponsor believes that the Fund is subject to significant credit
risk relating to the counterparty to such wheat interest. For
purposes of financial statements and reports, the Sponsor will
recalculate the NAV where necessary to reflect the “fair
value” of a Futures Contract when the Futures Contract closes
at its price fluctuation limit for the day. Treasury securities
held by the Fund are valued by the administrator using values
received from recognized third-party vendors and dealer quotes. NAV
includes any unrealized profit or loss on open wheat interests and
any other income or expense accruing to the Fund but unpaid or not
received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party
Transactions
The
Sponsor is responsible for investing the assets of the Fund in
accordance with the objectives and policies of the Fund. In
addition, the Sponsor arranges for one or more third parties to
provide administrative, custodial, accounting, transfer agency and
other necessary services to the Trust and the Funds. In addition,
the Sponsor elected not to outsource services directly attributable
to the Trust and the Funds such as 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 order activity.
These aggregate common expenses include, but are
not limited to, legal, auditing, accounting and financial
reporting, tax-preparation, regulatory compliance, trading
activities, and insurance costs, as well as fees paid to the
Distributor, which are included in the related line item in the
statements of operations. A portion of these aggregate common
expenses are related to the Sponsor or related parties of
principals of the Sponsor; these are necessary services to the
Funds, which are primarily the cost of performing accounting and
financial reporting, regulatory compliance, and trading activities
that are directly attributable to the Fund. Such expenses are
primarily recorded as distribution and marketing fees on the
statement of operations. All asset-based fees and expenses for the
Funds are calculated on the prior day’s net
assets.
|
Year
Ended
December
31, 2019
|
Year
Ended
December
31, 2018
|
Year
Ended
December
31, 2017
|
Recognized
Related Party Transactions
|
$557,131
|
$966,288
|
$893,340
|
Waived
Related Party Transactions
|
$2,500
|
$99,345
|
$125,219
|
The Sponsor has the ability to elect to pay
certain expenses on behalf of the Funds or waive the management
fee. This election is subject to change by the Sponsor, at its
discretion. Expenses paid by the Sponsor and Management fees waived
by the Sponsor are, if applicable, presented as waived expenses in
the statements of operations for each Fund. The Sponsor has
determined that there would be no recovery sought for the amounts
below in any future period:
|
WEAT
|
Year
Ended December 31, 2019
|
$2,500
|
Year
Ended December 31, 2018
|
$234,736
|
Year
Ended December 31, 2017
|
$323,244
|
Use of Estimates
The preparation of financial
statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amount of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts
of the revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Fair Value - Definition and Hierarchy
In accordance with U.S. GAAP, fair
value is defined as the price that would be received to sell an
asset or paid to transfer a liability (i.e., the “exit
price”) in an orderly transaction between market participants
at the measurement date.
In determining fair value, the
Fund uses various valuation approaches. In accordance with U.S.
GAAP, a fair value hierarchy for inputs is used in measuring fair
value that maximizes the use of observable inputs and minimizes the
use of unobservable inputs by requiring that the most observable
inputs be used when available. Observable inputs are those that
market participants would use in pricing the asset or liability
based on market data obtained from sources independent of the Fund.
Unobservable inputs reflect the Fund’s assumptions about the
inputs market participants would use in pricing the asset or
liability developed based on the best information available in the
circumstances. The fair value hierarchy is categorized into three
levels based on the inputs as follows:
Level 1 - Valuations based on
unadjusted quoted prices in active markets for identical assets or
liabilities that the Fund has the ability to access. Valuation
adjustments and block discounts are not applied to Level 1
financial instruments. Since valuations are based on quoted prices
that are readily and regularly available in an active market,
valuation of these financial instruments does not entail a
significant degree of judgment.
Level 2 - Valuations based on quoted
prices in markets that are not active or for which all significant
inputs are observable, either directly or
indirectly.
Level 3 - Valuations based on inputs
that are unobservable and significant to the overall fair value
measurement.
The availability of valuation
techniques and observable inputs can vary from financial
instrument to financial instrument and is affected
by a wide variety of factors including, the type of financial
instrument, whether the financial instrument is new and
not yet established in the marketplace, and other characteristics
particular to the transaction. To the extent that valuation is
based on models or inputs that are less observable or unobservable
in the market, the determination of fair value requires more
judgment. Those estimated values do not necessarily represent the
amounts that may be ultimately realized due to the occurrence of
future circumstances that cannot be reasonably determined. Because
of the inherent uncertainty of valuation, those estimated values
may be materially higher or lower than the values that would have
been used had a ready market for the financial
instruments existed. Accordingly, the degree of judgment
exercised by the Fund in determining fair value is greatest
for financial instruments categorized in Level 3. In
certain cases, the inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, for
disclosure purposes, the level in the fair value hierarchy, within
which the fair value measurement in its entirety falls, is
determined based on the lowest level input that is significant to
the fair value measurement.
Fair value is a market-based
measure considered from the perspective of a market participant
rather than an entity-specific measure. Therefore, even when market
assumptions are not readily available, the Fund’s own
assumptions are set to reflect those that market participants would
use in pricing the asset or liability at the measurement date. The
Fund uses prices and inputs that are current as of the measurement
date, including periods of market dislocation. In periods of market
dislocation, the observability of prices and inputs may be reduced
for many financial instruments. This condition could cause a
financial instrument to be reclassified to a lower level
within the fair value hierarchy. When such a situation exists on a
quarter close, the Sponsor will calculate the NAV on a particular
day using the Level 1 valuation, but will later recalculate the NAV
for the impacted Fund based upon the valuation inputs from these
alternative verifiable sources (Level 2 or Level 3) and will report
such NAV in its applicable financial statements and
reports.
The determination is made as of
the settlement of the futures contracts on the last day of trading
for the reporting period. In making the determination of a Level 1
or Level 2 transfer, the Fund considers the average volume of the
specific underlying futures contracts traded on the relevant
exchange for the years being reported.
On December 31, 2019 and 2018, 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 years being reported.
For the years ended December 31,
2019 and 2018, the Fund did not have any significant transfers
between any of the levels of the fair value
hierarchy.
The Fund records its derivative
activities at fair value. Gains and losses from derivative
contracts are included in the statements of operations. Derivative
contracts include futures contracts related to commodity prices.
Futures, which are listed on a national securities exchange, such
as the CBOT and the ICE, or reported on another national market,
are generally categorized in Level 1 of the fair value hierarchy.
OTC derivatives contracts (such as forward and swap contracts)
which may be valued using models, depending on whether significant
inputs are observable or unobservable, are categorized in Levels 2
or 3 of the fair value hierarchy.
Expenses
Expenses are recorded using the
accrual method of accounting.
Net Income (Loss) per Share
Net income (loss) per Share is the
difference between the NAV per unit at the beginning of each period
and at the end of each period. The weighted average number of
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”) 2019-07: “Codification Updates to SEC
Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule
Releases No. 33-10532, Disclosure Update and Simplification, and
Nos. 33-10231 and 33-10442, Investment Company Reporting
Modernization, and Miscellaneous Updates.” The amendments
improve, update, and simplify the SEC’s regulations on
financial reporting and disclosure. The amendments were adopted for
the quarter ended September 30, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2019-04:
“Codification Improvements to Topic 326, Financial
Instruments – Credit Losses, Topic 815, Derivatives and
hedging, and Topic 825, Financial Instruments.” The
amendments clarify and improve areas of guidance related to the
recently issued standards on credit losses, hedging, and
recognition and measurement, specifically relating to ASU 2017-12.
The amendments were early adopted for the quarter ended June 30,
2019; the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2019-01:
"Leases (Topic 842): Codification Improvements." These amendments
align the guidance for fair value of underlying assets by lessors
that are not manufacturers or dealers in Topic 842 with that of
existing guidance. The amendments will be effective for fiscal
years and interim periods beginning after December 15, 2019 and may
be adopted early. The
amendments were early adopted for the year ended December 31, 2019;
the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2018-13:
“Fair Value Measurement (Topic 820): Disclosure Framework
– Changes to the Disclosure Requirements for Fair Value
Measurement. These amendments modify public and private company
fair value disclosure requirements. While some disclosures were
removed or modified, others were added. The guidance is a result of
the FASB’s test of the principals developed to improve the
effectiveness of disclosures in the notes to the financial
statements. The amendments will be effective for fiscal years and
interim periods beginning after December 15, 2019 and may be
adopted early. The amendments were early adopted
for the year ended December 31, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2018-05,
“Income Taxes (Topic 740): Amendments to SEC Paragraphs
Pursuant to SEC Staff Accounting Bulletin No. 118." These
amendments add guidance to the FASB Accounting Standards
Codification regarding the Tax Cuts and Jobs Act (Act). The
amendments were adopted for the quarter ended March 31, 2018; the
adoption did not have a material impact on the financial statements
and disclosures of the Trust or the Fund.
The FASB issued ASU 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.
The
amendments were early adopted for the year ended December 31, 2019;
the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2017-12,
“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 were adopted for the
quarter ended March 31, 2019; the adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
The
FASB issued ASU 2017-03, “Accounting Changes and Error
Corrections (Topic 250) and Investments – Equity Method and
Joint Ventures (Topic 323)”. These amendments require disclosure of
the impact that recently issued accounting standards will have on
the financial statements of a registrant when such standards are
adopted in a future period. The amendments were adopted for the
quarter ended March 31, 2017; the adoption did not have a material
impact on the financial statements and disclosures
of the Trust or the Fund.
The FASB issued ASU 2017-01,
“Business Combinations (Topic 805): Clarifying the Definition
of a Business”. The amendments are intended to help companies
and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals)
of assets or businesses. The amendments are effective for public
companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. The adoption did
not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2016-18, “Statement of Cash Flows (Topic
230)”. The amendments in this update require that a statement
of cash flows explain the change during the
period in the total of cash, cash
equivalents, and amounts generally described as restricted cash or
restricted cash equivalents. Therefore, amounts generally described
as restricted cash and restricted cash equivalents should be
included with cash and cash equivalents when reconciling the
beginning of period and end of period total amounts
shown on the statement of cash
flows. The amendments are effective for fiscal years beginning
after December 15, 2017, and interim periods within those fiscal
years. The Sponsor elected to early adopt ASU 2016-18 for the year
ending December 31, 2017 and the adoption did not have a material
impact on the financial statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts
with Customers (Topic 606),” which replaces the revenue
recognition requirements of “Revenue
Recognition (Topic 605).”
This ASU is based on the principle that revenue is recognized to
depict the transfer of goods and services to customers in an amount
that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. This ASU provides
new and more detailed guidance on specific topics and
expands and improves disclosures
about revenue. In August 2015, the FASB issued ASU 2015-14 which
defers the effective date of ASU 2014-09 by one year to fiscal
years beginning after December 15, 2017. ASU 2015-14 also permits
early adoption of ASU 2014-09, but not before the original
effective date, which was for fiscal years
beginning after December 15, 2016.
The Trust and the Fund record income or loss from the recognition
and measurement of futures contracts and from interest income under
Subtopic 825-10. Revenue from financial instruments which are
valued under Subtopic 825 will not be subject to the application of
ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for
the fiscal year ending December 31, 2017. The adoption did not have
a material impact on the financial statements and disclosures of
the Trust or the Fund.
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 Funds record income or
loss from the recognition and
measurement of futures contracts and from interest income under
Subtopic 825-10. Revenue from financial instruments which are
valued under Subtopic 825 will not be subject to the application of
ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year
ending December 31, 2017. The adoption did not
have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2016-02, “Leases (Topic
842).” The amendments in this update increase transparency
and comparability among organizations by recognizing lease assets
and lease liabilities on the balance sheet and disclosing key
information about leasing arrangements. The amendments were adopted
for the quarter ended March 31, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2016-01, “Financial Instruments-Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities.” The amendments in this update are
intended to improve the recognitions measurement and disclosure of
financial instruments. The amendments to this update are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. These amendments are required to
be applied prospectively. The adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
Note 4 – Fair Value Measurements
The Fund’s assets and
liabilities recorded at fair value have been categorized based upon
a fair value hierarchy as described in the Fund’s significant
accounting policies in Note 3. The following table presents
information about the Fund’s assets and liabilities measured
at fair value as of December 31, 2019 and December 31,
2018:
December 31,
2019
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2019
|
Cash
Equivalents
|
$21,928,946
|
$-
|
$-
|
$21,928,946
|
Wheat
Futures contracts
|
5,068,476
|
-
|
-
|
5,068,476
|
Total
|
$26,997,422
|
$-
|
$-
|
$26,997,422
|
December 31,
2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2018
|
Cash
Equivalents
|
$37,422,933
|
$-
|
$-
|
$37,422,933
|
|
|
|
|
|
Liabilities:
|
Level 1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2018
|
Wheat
Futures contracts
|
$3,985,400
|
$-
|
$-
|
$3,985,400
|
For the years ended December 31,
2019 and 2018, the Fund did not have any transfers between any of
the level of the fair value hierarchy.
See the Fair Value - Definition and Hierarchy
section in Note 3 above for an explanation of the transfers into
and out of each level of the fair value
hierarchy.
Note 5 – 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 years ended December 31, 2019 and 2018, 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 December 31, 2019 and
2018.
Offsetting of Financial Assets and Derivative
Assets as of December 31,
2019
|
(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
a
|
Futures
Contracts Available for Offset
|
Collateral,
Due to Broker
|
Net
Amount
|
Commodity
Price
|
|
|
|
|
|
|
Wheat
futures contracts
|
$5,068,476
|
$-
|
$5,068,476
|
$-
|
$4,258,410
|
$810,066
|
Offsetting of Financial Liabilities and
Derivative Liabilities as of December 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
|
$3,985,400
|
$-
|
$3,985,400
|
$-
|
$3,985,400
|
$-
|
The following is a summary of
realized and net change in unrealized gains (losses) of the
derivative instruments utilized by the Fund:
Year ended
December 31, 2019
|
Realized
Loss on Commodity Futures Contracts
|
Net
Change in Unrealized Appreciation on Commodity Futures
Contracts
|
Commodity
Price
|
|
|
Wheat
futures contracts
|
$(9,623,635)
|
$9,053,876
|
Year ended
December 31, 2018
|
Realized
Gain on
Commodity
Futures Contracts
|
Net
Change in Unrealized Depreciation
on
Commodity Futures Contracts
|
Commodity
Price
|
|
|
Wheat
futures contracts
|
$2,502,112
|
$(1,389,350)
|
Year ended
December 31, 2017
|
Realized Loss on Commodity Futures Contracts
|
Net Change in Unrealized Appreciation on Commodity Futures
Contracts
|
Commodity
Price
|
|
|
Wheat
futures contracts
|
$(5,305,113)
|
$1,325,538
|
Volume of Derivative Activities
The average notional market value
categorized by primary underlying risk for all futures contracts
held was $53.1 million in 2019, $65.0 million in 2018, and $66.0
million in 2017.
Note 6 – Financial Highlights
The following table presents per
share performance data and other supplemental financial data for
the years ended December 31, 2019, 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.
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Per Share Operation Performance
|
|
|
|
Net
asset value at beginning of period
|
$5.95
|
$5.99
|
$6.89
|
Income (loss) from investment operations:
|
|
|
|
Investment
income
|
0.14
|
0.13
|
0.08
|
Net
realized and unrealized (loss) gain on commodity futures
contracts
|
(0.06)
|
0.07
|
(0.73)
|
Total
expenses, net
|
(0.19)
|
(0.24)
|
(0.25)
|
Net
decrease in net asset value
|
(0.11)
|
(0.04)
|
(0.90)
|
Net
asset value at end of period
|
$5.84
|
$5.95
|
$5.99
|
Total Return
|
(1.84)%
|
(0.67)%
|
(13.06)%
|
Ratios to Average Net Assets (Annualized)
|
|
|
|
Total
expenses
|
3.45%
|
4.13%
|
4.09%
|
Total
expenses, net
|
3.44%
|
3.76%
|
3.60%
|
Net
investment loss
|
(0.97)%
|
(1.69)%
|
(2.46)%
|
The financial
highlights per share data are calculated consistent with the
methodology used to calculate asset-based fees and
expenses
Note 7 – Quarterly Financial Data
(Unaudited)
The following summarized quarterly
financial information presents the results of operations for the
Teucrium Wheat Fund and other data for three-month periods ended
March 31, June 30, September 30 and December 31, 2019 and
2018.
|
Three months ended
|
Three months ended
|
Three months ended
|
Three months ended
|
|
March 31, 2019
|
June 30, 2019
|
September 30, 2019
|
December 31, 2019
|
Total
Income (Loss)
|
$(5,839,784)
|
$5,372,766
|
$(3,968,920)
|
$5,186,121
|
Total
Expenses
|
495,266
|
544,200
|
409,653
|
395,509
|
Total
Expenses, net
|
492,766
|
544,200
|
409,653
|
395,509
|
Net
Income (Loss)
|
$(6,332,550)
|
$4,828,566
|
$(4,378,573)
|
$4,790,612
|
Net
Income (Loss) per share
|
$(0.65)
|
$0.45
|
$(0.44)
|
$0.53
|
|
Three months ended
|
Three months ended
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
June 30, 2018
|
September 30, 2018
|
December 31, 2018
|
Total
Income (Loss)
|
$2,696,228
|
$2,560,956
|
$(533,797)
|
$(2,267,398)
|
Total
Expenses
|
656,128
|
772,566
|
679,205
|
567,581
|
Total
Expenses, net
|
632,359
|
651,551
|
635,374
|
521,460
|
Net
Income (Loss)
|
$2,063,869
|
$1,909,405
|
$(1,169,171)
|
$(2,788,858)
|
Net
Income (Loss) per share
|
$0.20
|
$0.18
|
$(0.13)
|
$(0.29)
|
Note 8 – 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 is not obligated to reimburse these costs to
the Sponsor. The Fund bears its own costs
incurred in connection with the registration and offering of
additional shares, which include registration fees, legal fees,
underwriting fees and other similar
costs.
Note 9 – Subsequent Events
Management has evaluated the
financial statements for the year ended December 31, 2019 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.
Report of Independent Registered Public Accounting
Firm
To the Sponsor and Shareholders
of
Teucrium
Agricultural Fund
Opinion
on the financial statements
We have audited the accompanying
statements of assets and liabilities, including the schedules of
investments, of Teucrium Agricultural Fund (the
“Fund”), as of December 31, 2019 and 2018, the
related statements of
operations, changes in net assets, and cash flows for each of the
three years in the period ended December 31, 2019, and the related
notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the
Fund as of December 31,
2019 and 2018, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2019, in conformity with
accounting principles generally accepted in the United States of
America.
We also have audited, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the Fund’s internal
control over financial reporting as of December 31, 2019, based on
criteria established in the 2013 Internal Control—Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”), and
our report dated March 11, 2020 expressed an unqualified
opinion.
Basis for
opinion
These financial statements are the
responsibility of the Fund’s management. Our responsibility
is to express an opinion on the Fund’s financial statements
based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to
the Fund in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in
accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement, whether due to error orfraud. Our audits included
performing procedures to assess the risks of material misstatement
of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that
our audits provide a reasonable basis for our
opinion.
/s/ GRANT THORNTON
LLP
We have served as the Fund’s
auditor since 2014.
New York, New
York
March 11,
2020
Report of
Independent Registered Public Accounting Firm
To the Sponsor and Shareholders
of
Teucrium
Agricultural Fund
Opinion
on internal control over financial reporting
We have audited the internal
control over financial reporting of Teucrium Agricultural Fund (the
“Fund”) as of December 31, 2019, based on criteria
established in the 2013 Internal
Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission
(“COSO”). In our opinion, the Fund maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2019, based on criteria established in
the 2013 Internal
Control—Integrated Framework issued by
COSO.
We also have audited, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the financial statements of
the Fund as of and for the year ended December 31, 2019, and our
report dated March 11, 2020 expressed an unqualified
opinion on those financial
statements.
Basis
for opinion
The Fund’s management is
responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the
accompanying Management’s Annual Report on Internal Control
over Financial Reporting. Our responsibility is to express an
opinion on the Fund’s internal control over financial
reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with
respect to the Fund in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in
accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our
opinion.
Definition
and limitations of internal control over financial
reporting
A fund’s internal control
over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles. A fund’s internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the fund; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
fund are being made only in accordance with authorizations of
management and directors of the fund; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the fund’s assets that
could have a material effect on the financial
statements.
Because of its inherent
limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ GRANT THORNTON
LLP
New York, New
York
March 11,
2020
TEUCRIUM AGRICULTURAL
FUND
STATEMENTS OF
ASSETS AND LIABILITIES
|
December 31, 2019
|
December 31, 2018
|
|
|
|
Assets
|
|
|
Cash
equivalents
|
$2,633
|
2,862
|
Interest
receivable
|
3
|
5
|
Equity
in trading accounts:
|
|
|
Investments
in securities, at fair value (cost $1,908,649 and $2,021,172 as of
December 31, 2019 and December 31, 2018, respectively)
|
1,476,880
|
1,523,286
|
Total
assets
|
1,479,516
|
1,526,153
|
|
|
|
Liabilities
|
|
|
Other
liabilities
|
736
|
1,393
|
|
|
|
Net assets
|
$1,478,780
|
$1,524,760
|
|
|
|
Shares outstanding
|
75,002
|
75,002
|
|
|
|
Shares authorized
|
4,625,000
|
4,625,000
|
|
|
|
Net asset value per share
|
$19.72
|
$20.33
|
|
|
|
Market value per share
|
$19.60
|
$20.53
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM AGRICULTURAL
FUND
SCHEDULE OF
INVESTMENTS
December 31,
2019
Description: Assets
|
Fair Value
|
Percentage of Net Assets
|
Shares
|
|
|
|
|
Exchange-traded funds
|
|
|
|
Teucrium
Corn Fund
|
$360,286
|
24.36%
|
24,308
|
Teucrium
Soybean Fund
|
371,397
|
25.11
|
23,431
|
Teucrium
Sugar Fund
|
373,786
|
25.28
|
53,124
|
Teucrium
Wheat Fund
|
371,411
|
25.12
|
63,637
|
Total
exchange-traded funds (cost: $1,908,649)
|
$1,476,880
|
99.87%
|
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio 1.50% (cost
$2,633)
|
$2,633
|
0.18%
|
2,633
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM
AGRICULTURAL FUND
SCHEDULE OF
INVESTMENTS
December 31,
2018
Description: Assets
|
Fair Value
|
Percentage of Net Assets
|
Shares
|
|
|
|
|
Exchange-traded funds
|
|
|
|
Teucrium
Corn Fund
|
$383,506
|
25.15%
|
23,808
|
Teucrium
Soybean Fund
|
381,970
|
25.05
|
23,581
|
Teucrium
Sugar Fund
|
374,067
|
24.53
|
52,924
|
Teucrium
Wheat Fund
|
383,743
|
25.17
|
64,537
|
Total
exchange-traded funds (cost: $2,021,172)
|
$1,523,286
|
99.90%
|
|
|
|
|
|
Cash equivalents
|
|
|
|
Money
market funds
|
|
|
|
Fidelity
Institutional Money Market Funds - Government Portfolio 2.24% (cost
$2,862)
|
$2,862
|
0.19%
|
2,862
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM AGRICULTURAL
FUND
STATEMENTS OF
OPERATIONS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Income
|
|
|
|
Realized
and unrealized gain (loss) on trading of securities:
|
|
|
|
Realized
loss on securities
|
$(109,378)
|
$(341,548)
|
$(238,398)
|
Net
change in unrealized appreciation on securities
|
66,117
|
156,615
|
65,864
|
Interest
income
|
63
|
51
|
14
|
Total
loss
|
(43,198)
|
(184,882)
|
(172,520)
|
|
|
|
|
Expenses
|
|
|
|
Professional
fees
|
10,380
|
16,709
|
15,175
|
Distribution
and marketing fees
|
17,185
|
21,061
|
14,657
|
Custodian
fees and expenses
|
2,159
|
2,554
|
2,090
|
Business
permits and licenses fees
|
12,030
|
12,238
|
12,195
|
General
and administrative expenses
|
1,491
|
2,074
|
1,739
|
Other
expenses
|
54
|
834
|
625
|
Total
expenses
|
43,299
|
55,470
|
46,481
|
|
|
|
|
Expenses
waived by the Sponsor
|
(40,517)
|
(48,366)
|
(40,270)
|
|
|
|
|
Total expenses, net
|
2,782
|
7,104
|
6,211
|
|
|
|
|
Net loss
|
$(45,980)
|
$(191,986)
|
$(178,731)
|
|
|
|
|
Net
loss per share
|
$(0.61)
|
$(2.42)
|
$(3.58)
|
Net
loss per weighted average share
|
$(0.61)
|
$(2.82)
|
$(3.57)
|
Weighted
average shares outstanding
|
75,002
|
68,153
|
50,002
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM AGRICULTURAL
FUND
STATEMENTS OF
CHANGES IN NET ASSETS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Operations
|
|
|
|
Net
loss
|
$(45,980)
|
$(191,986)
|
$(178,731)
|
Capital
transactions
|
|
|
|
Issuance
of Shares
|
-
|
579,107
|
-
|
Total
capital transactions
|
-
|
579,107
|
|
Net
change in net assets
|
(45,980)
|
387,121
|
(178,731)
|
|
|
|
|
Net assets, beginning of period
|
$1,524,760
|
$1,137,639
|
$1,316,370
|
|
|
|
|
Net assets, end of period
|
$1,478,780
|
$1,524,760
|
$1,137,639
|
|
|
|
|
Net asset value per share at beginning of period
|
$20.33
|
$22.75
|
$26.33
|
|
|
|
|
Net asset value per share at end of period
|
$19.72
|
$20.33
|
$22.75
|
|
|
|
|
Creation
of Shares
|
-
|
25,000
|
-
|
Redemption
of Shares
|
-
|
-
|
-
|
The
accompanying notes are an integral part of these financial
statements.
TEUCRIUM AGRICULTURAL
FUND
STATEMENTS OF
CASH FLOWS
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Cash flows from operating activities:
|
|
|
|
Net
loss
|
$(45,980)
|
$(191,986)
|
$(178,731)
|
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
|
|
||
Net
change in unrealized appreciation on securities
|
(66,117)
|
(156,615)
|
(65,864)
|
Changes in operating assets and liabilities:
|
|
|
|
Net
sale of investments in securities
|
112,523
|
(230,551)
|
243,298
|
Interest
receivable
|
2
|
(3)
|
(1)
|
Other
assets
|
-
|
-
|
508
|
Other
liabilities
|
(657)
|
436
|
904
|
Net
cash (used in)/provided by operating activities
|
(229)
|
(578,719)
|
114
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
Proceeds
from sale of Shares
|
-
|
579,107
|
-
|
Net
cash provided by financing activities
|
-
|
579,107
|
-
|
|
|
|
|
Net change in cash equivalents
|
(229)
|
388
|
114
|
Cash equivalents, beginning of period
|
2,862
|
2,474
|
2,360
|
Cash equivalents, end of period
|
$2,633
|
$2,862
|
$2,474
|
The
accompanying notes are an integral part of these financial
statements.
NOTES TO FINANCIAL STATEMENTS
December 31,
2019
Note 1 — Organization and Business
Teucrium Agricultural Fund
(referred to herein as “TAGS” or the
“Fund”) is a series of Teucrium Commodity Trust
(“Trust”), a Delaware statutory trust organized on
September 11, 2009. The Fund operates pursuant to the Trust’s
Fifth 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 S-1 was declared effective
by the SEC. On March 28, 2012, the Fund listed its shares on the
NYSE Arca under the ticker symbol “TAGS.” On the
business day prior to that, the Fund issued 300,000 shares in
exchange for $15,000,000 at the Fund’s initial NAV of $50 per
share. The Fund also commenced investment operations on March 28,
2012 by purchasing shares of the Underlying Funds. On December 31,
2011, the Fund had two shares outstanding, which were owned by the
Sponsor. The current registration statement for TAGS was declared
effective on April 30, 2018.
The investment objective of the
TAGS is to have the daily changes in percentage terms of the NAV of
its Shares reflect the daily changes in percentage terms of a
weighted average (the “Underlying Fund Average”) of the
NAVs per share of four other commodity pools that are series of the
Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the
Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium
Sugar Fund (collectively, the “Underlying Funds”). The
Underlying Fund Average will have a weighting of 25% to each
Underlying Fund, and the Fund’s assets will be rebalanced,
generally on a daily basis, to maintain the approximate 25%
allocation to each Underlying Fund:
TAGS Benchmark
Underlying
Fund
|
Weighting
|
CORN
|
25%
|
SOYB
|
25%
|
CANE
|
25%
|
WEAT
|
25%
|
The investment objective of each
Underlying Fund is to have the daily changes in percentage terms of
its shares’ NAV reflect the daily changes in percentage terms
of a weighted average of the closing settlement prices for certain
Futures Contracts for the commodity specified in the Underlying
Fund’s name. (This weighted average is referred to herein as
the Underlying Fund’s “Benchmark,” the Futures
Contracts that at any given time make up an Underlying Fund’s
Benchmark are referred to herein as the Underlying Fund’s
“Benchmark Component Futures Contracts,” and the
commodity specified in the Underlying Fund’s name is referred
to herein as its “Specified Commodity.”) Specifically,
the Teucrium Corn Fund’s Benchmark is: (1) the
second-to-expire Futures Contract for corn traded on the Chicago
Board of Trade (“CBOT”), weighted 35%, (2) the
third-to-expire CBOT corn Futures Contract, weighted 30%, and (3)
the CBOT corn Futures Contract expiring in the December following
the expiration month of the third-to-expire contract, weighted 35%.
The Teucrium Wheat Fund’s Benchmark is: (1) the
second-to-expire CBOT wheat Futures Contract, weighted 35%, (2) the
third-to-expire CBOT wheat Futures Contract, weighted 30%, and (3)
the CBOT wheat Futures Contract expiring in the December following
the expiration month of the third-to-expire contract, weighted 35%.
The Teucrium Soybean Fund’s Benchmark is: (1) the
second-to-expire CBOT soybean Futures Contract, weighted 35%, (2)
the third-to-expire CBOT soybean Futures Contract, weighted 30%,
and (3) the CBOT soybean Futures Contract expiring in the November
following the expiration month of the third-to-expire contract,
weighted 35%, except that CBOT soybean Futures Contracts expiring
in August and September will not be part of the Teucrium Soybean
Fund’s Benchmark because of the less liquid market for these
Futures Contracts. The Teucrium Sugar Fund’s Benchmark is:
(1) the second-to-expire Sugar No. 11 Futures Contract traded on
ICE Futures US (“ICE Futures”), weighted 35%, (2) the
third-to-expire ICE Futures Sugar No. 11 Futures Contract, weighted
30%, and (3) the ICE Futures Sugar No. 11 Futures Contract expiring
in the March following the expiration month of the third-to-expire
contract, weighted 35%.
While the Fund expects to maintain
substantially all of its assets in shares of the Underlying Funds
at all times, the Fund may hold some residual amount of assets in
obligations of the United States government (“Treasury
Securities”) or cash equivalents, and/or merely hold such
assets in cash (generally in interest-bearing accounts). The
Underlying Funds invest in Commodity Interests to the fullest
extent possible without being leveraged or unable to satisfy their
expected current or potential margin or collateral obligations with
respect to their investments in Commodity Interests. After
fulfilling such margin and collateral requirements, the Underlying
Funds will invest the remainder of the proceeds from the sale of
baskets in Treasury Securities or cash equivalents, and/or merely
hold such assets in cash. Therefore, the focus of the Sponsor in
managing the Underlying Funds is investing in Commodity Interests,
in Treasury Securities, and cash and cash equivalents. The Fund and
Underlying Funds will earn interest income from the Treasury
Securities and cash equivalents that it purchases and on the cash
it holds through the Fund’s custodian and other financial
institutions.
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
The Sponsor
employs U.S. Bank N.A. 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 doing business as U.S. Bank Global Fund
Services ("Global Fund Services") is 615 E. Michigan Street,
Milwaukee, WI 53202. In addition, effective on the Conversion Date,
Global Fund Services, 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 Global Fund Services 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 U.S. Bank N.A. 0.06% of average gross assets on the
first $250 million, 0.05% on the next $250 million, 0.04% on the
next $500 million and 0.03% on the balance over $1 billion
annually. A combined minimum annual fee of up to $64,500 for
custody, transfer agency, accounting and administrative services is
assessed per Fund. These services are recorded in custodian fees
and expenses on the statements of operations. A summary of these
expenses is included below.
The Sponsor employs Foreside Fund
Services, LLC (“Foreside” or the
“Distributor”) as the Distributor for the Funds. The
Distribution Services Agreement among the Distributor and the
Sponsor calls for the Distributor to work with the Custodian in
connection with the receipt and processing of orders for Creation
Baskets and Redemption Baskets and the review and approval of all
Fund sales literature and advertising materials. The Distributor
and the Sponsor have also entered into a Securities Activities and
Service Agreement (the “SASA”) under which certain
employees and officers of the Sponsor are licensed as registered
representatives or registered principals of the Distributor, under
Financial Industry Regulatory Authority (“FINRA”)
rules. For its services as the Distributor, Foreside receives a fee
of 0.01% of the Fund’s average daily net assets and an
aggregate annual fee of $100,000 for all Teucrium Funds, along with
certain expense reimbursements. For its services under the SASA,
Foreside receives a fee of $5,000 per registered representative and
$1,000 per registered location. These services are recorded in
distribution and marketing fees on the statements of operations. A
summary of these expenses is included below. Pursuant to a
Consulting Services Agreement, Foreside Consulting Services, LLC,
performs certain consulting support services for the Trust's
Sponsor. Additionally, Foreside Distributors, LLC performs certain
distribution consulting services pursuant to a Distribution
Consulting Agreement with the Trust's
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. Prior
to August 21, 2019, these expenses were recorded in brokerage
commissions on the statements of operations. Beginning on August
21, 2019, these expenses were recognized on a per-trade basis. The
half-turn is recognized as an unrealized loss on the statements of
operations for contracts that have been purchased since the change
in recognition, and a full turn is recognized as a realized loss on
the statements of operations when a contract is sold. A summary of
these expenses is included in the disclosure of the underlying
Funds.
The sole Trustee of the Trust is
Wilmington Trust Company, a Delaware banking corporation. The
Trustee will accept service of legal process on the Trust in the
State of Delaware and will make certain filings under the Delaware
Statutory Trust Act. For its services, the Trustee receives an
annual fee of $3,300 from the Trust. These services are recorded in
business permits and licenses fees on the statements of operations.
A summary of these expenses is included below.
The
Sponsor employs Exchange Traded Concepts, LLC ("ETC") as the
Marketing Agent, providing certain marketing consulting services in
connection with the content strategy and e-mail marketing for the
Funds. For its services as the Marketing Agent, ETC receives $2,500
a month and 0.02% of the Fund's average daily net assets, when
assets are above the combined amount of $160 million. These
services are recorded in distribution and marketing fees on the
statements of the operations. A summary of these expenses is
included below:
|
Year
Ended
December
31, 2019
|
Year
Ended
December
31, 2018
|
Year
Ended
December
31, 2017
|
Amount
Recognized for Custody Services
|
$2,159
|
$2,554
|
$2,090
|
Amount
of Custody Services Waived
|
$2,159
|
$2,425
|
$1,796
|
|
|
|
|
Amount
Recognized for Distribution Services
|
$1,045
|
$1,207
|
$1,032
|
Amount
of Distribution Services Waived
|
$879
|
$1,130
|
$682
|
|
|
|
|
Amount
Recognized for Wilmington Trust
|
$18
|
$24
|
$16
|
Amount
of Wilmington Trust Waived
|
$18
|
$24
|
$-
|
|
|
|
|
Amount
Recognized for ETC
|
$301
|
$-
|
$-
|
Amount
of ETC Waived
|
$261
|
$-
|
$-
|
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 assets and liabilities as the difference between the
original amount and the fair market value as of the last business
day of the year or as of the last date of the financial statements.
Beginning on August 21, 2019, brokerage commission expenses were
recognized on a per-trade basis. The half-turn is recognized as an
unrealized loss on the statements of operations for contracts that
have been purchased since the change in recognition, and a full
turn is recognized as a realized loss on the statements of
operations when a contract is sold. Changes in the appreciation or
depreciation between periods are reflected in the statements of
operations.
The Sponsor adopted ASC 606, Revenue from Contracts With Customers,
for the year ended December 31, 2018. The adoption did not have a
material impact on the financial statements of the Trust or the
Fund.
Brokerage Commissions
Brokerage commissions are accrued
on the trade date and on a full-turn basis.
Income Taxes
For United States federal income
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 2016 to 2019, 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 and for the years
ended December 31, 2019, 2018, and 2017. 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 will recognize interest
accrued related to any unrecognized tax benefits and penalties in
income tax fees payable, if assessed. No interest expense or
penalties have been recognized as of and for the years ended
December 31, 2019, 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.
Creations and Redemptions
Effective August 28, 2018, the Sponsor filed a
prospectus supplement updating the Creation and Redemption Basket
size to 12,500 shares. Prior to this prospectus supplement, the
basket size for Creations and Redemptions was 25,000
shares.
Authorized Purchasers may purchase Creation
Baskets consisting of 12,500 shares from the Fund. The amount of
the proceeds required to purchase a Creation Basket will be equal
to the NAV of the shares in the Creation Basket determined as of
4:00 p.m. (EST) on the day the order to create the basket is
properly received.
Authorized Purchasers may redeem shares from the
Fund only in blocks of 12,500 shares called “Redemption
Baskets.” The amount of the redemption proceeds for a
Redemption Basket will be equal to the NAV of the shares in the
Redemption Basket determined as of 4:00 p.m. (EST) on the day the
order to redeem the basket is properly
received.
The Fund will receive the proceeds from shares
sold or will pay for redeemed shares within three business days
after the trade date of the purchase or redemption, respectively.
The amounts due from Authorized Purchasers will be reflected in the
Fund’s statements of assets and liabilities as receivable for
shares sold. Amounts payable to Authorized Purchasers upon
redemption will be reflected in the Fund’s statements of
assets and liabilities as payable for shares
redeemed.
As outlined in the most recent
Form S-1 filing, 50,000 shares represents four Redemption Baskets
for the Fund and a minimum level of shares. If the Fund experienced
redemptions that caused the number of Shares outstanding to
decrease to the minimum level of Shares required to be outstanding,
until the minimum number of Shares is again exceeded through the
purchase of a new Creation Basket, there can be no more redemptions
by an Authorized Purchaser.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among
the shareholders of the Fund in proportion to the number of shares
each shareholder holds as of the close of each
month.
Cash and Cash Equivalents
Cash equivalents are highly-liquid
investments with original 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. Assets deposited with the bank
may, at times, exceed federally insured limits. TAGS had a balance
of $2,633 and $2,862 in money market funds at December 31, 2019 and
December 31, 2018, respectively; these balances are included in
cash equivalents on the statements of assets and
liabilities.
Payable/Receivable for Securities
Purchased/Sold
Due from/to broker for investments
in securities are securities transactions pending settlement. The
Fund is subject to credit risk to the extent any broker with whom
it conducts business is unable to fulfill contractual obligations
on its behalf. The management of the Funds monitors the financial
condition of such brokers and does not anticipate any losses from
these counterparties.
Calculation of Net Asset Value
The Fund’s NAV is calculated
by:
●
Taking the current market value of
its total assets and
●
Subtracting any
liabilities
The administrator, Global Fund
Services, will calculate the NAV of the Fund once each trading day.
It will calculate the NAV as of the earlier of the close of the New
York Stock Exchange or 4:00 p.m. (EST). The NAV for a particular
trading day will be released after 4:15 p.m.
(EST).
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. (EST), in accordance with the
current Services Agreement between the Administrator and the Trust.
The value of over-the-counter Commodity Interests will be
determined based on the value of the commodity or Futures Contract
underlying such Commodity Interest, except that a fair value may be
determined if the Sponsor believes that the Underlying Fund is
subject to significant credit risk relating to the counterparty to
such Commodity Interest. For purposes of financial statements and
reports, the Sponsor will recalculate the NAV of an Underlying Fund
where necessary to reflect the “fair value” of a
Futures Contract held by an Underlying Fund when a Futures Contract
held by an Underlying Fund closes at its price fluctuation limit
for the day. Treasury Securities held by the Fund or Underlying
Funds will be valued by the Administrator using values received
from recognized third-party vendors (such as Reuters) and dealer
quotes. NAV will include any unrealized profit or loss on open
Commodity Interests and any other credit or debit accruing to the
Fund but unpaid or not received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party
Transactions
The
Sponsor is responsible for investing the assets of the Fund in
accordance with the objectives and policies of the Fund. In
addition, the Sponsor arranges for one or more third parties to
provide administrative, custodial, accounting, transfer agency and
other necessary services to the Trust and the Funds. In addition,
the Sponsor elected not to outsource services directly attributable
to the Trust and the Funds such as accounting, financial reporting,
regulatory compliance and trading activities. In addition, the Fund
is contractually obligated to pay a monthly management fee to the
Sponsor, based on average daily net assets, at a rate equal to
1.00% per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity.
These aggregate common expenses include, but are
not limited to, legal, auditing, accounting and financial
reporting, tax-preparation, regulatory compliance, trading
activities, and insurance costs, as well as fees paid to the
Distributor, which are included in the related line item in the
statements of operations. A portion of these aggregate common
expenses are related to the Sponsor or related parties of
principals of the Sponsor; these are necessary services to the
Funds, which are primarily the cost of performing accounting and
financial reporting, regulatory compliance, and trading activities
that are directly attributable to the Fund. Such expenses are
primarily recorded as distribution and marketing fees on the
statement of operations. All asset-based fees and expenses for the
Funds are calculated on the prior day’s net
assets.
|
Year
Ended
December
31, 2019
|
Year
Ended
December
31, 2018
|
Year
Ended
December
31, 2017
|
Recognized
Related Party Transactions
|
$13,711
|
$18,186
|
$12,512
|
Waived
Related Party Transactions
|
$11,641
|
$13,526
|
$9,438
|
The Sponsor has the ability to
elect to pay certain expenses on behalf of the Funds or waive the
management fee. This election is subject to change by the Sponsor,
at its discretion. Expenses paid by the Sponsor and Management fees
waived by the Sponsor are, if applicable, presented as waived
expenses in the statements of operations for each Fund. The Sponsor
has determined that there would be no recovery sought for the
amounts below in any future period:
|
TAGS
|
Year
Ended December 31, 2019
|
$40,517
|
Year
Ended December 31, 2018
|
$48,366
|
Year
Ended December 31, 2017
|
$40,270
|
Expenses
Expenses are recorded using the
accrual method of accounting.
Use of Estimates
The preparation of financial
statements in conformity with accounting principles generally
accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amount of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the
reported amounts of the revenue and expenses during the reporting
period. Actual results could differ from those
estimates.
New Accounting Pronouncements
The Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2019-07: “Codification Updates to SEC
Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule
Releases No. 33-10532, Disclosure Update and Simplification, and
Nos. 33-10231 and 33-10442, Investment Company Reporting
Modernization, and Miscellaneous Updates.” The amendments
improve, update, and simplify the SEC’s regulations on
financial reporting and disclosure. The amendments were adopted for
the quarter ended September 30, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2019-04:
“Codification Improvements to Topic 326, Financial
Instruments – Credit Losses, Topic 815, Derivatives and
hedging, and Topic 825, Financial Instruments.” The
amendments clarify and improve areas of guidance related to the
recently issued standards on credit losses, hedging, and
recognition and measurement, specifically relating to ASU 2017-12.
The amendments were early adopted for the quarter ended June 30,
2019; the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2019-01:
"Leases (Topic 842): Codification Improvements." These amendments
align the guidance for fair value of underlying assets by lessors
that are not manufacturers or dealers in Topic 842 with that of
existing guidance. The amendments will be effective for fiscal
years and interim periods beginning after December 15, 2019 and may
be adopted early. The
amendments were early adopted for the year ended December 31, 2019;
the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2018-13:
“Fair Value Measurement (Topic 820): Disclosure Framework
– Changes to the Disclosure Requirements for Fair Value
Measurement. These amendments modify public and private company
fair value disclosure requirements. While some disclosures were
removed or modified, others were added. The guidance is a result of
the FASB’s test of the principals developed to improve the
effectiveness of disclosures in the notes to the financial
statements. The amendments will be effective for fiscal years and
interim periods beginning after December 15, 2019 and may be
adopted early. The amendments were early adopted
for the year ended December 31, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2018-05,
“Income Taxes (Topic 740): Amendments to SEC Paragraphs
Pursuant to SEC Staff Accounting Bulletin No. 118." These
amendments add guidance to the FASB Accounting Standards
Codification regarding the Tax Cuts and Jobs Act (Act). The
amendments were adopted for the quarter ended March 31, 2018; the
adoption did not have a material impact on the financial statements
and disclosures of the Trust or the Fund.
The FASB issued ASU 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.
The
amendments were early adopted for the year ended December 31, 2019;
the adoption did not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2017-12,
“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 were adopted for the
quarter ended March 31, 2019; the adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
The
FASB issued ASU 2017-03, “Accounting Changes and Error
Corrections (Topic 250) and Investments – Equity Method and
Joint Ventures (Topic 323)”. These amendments require disclosure of
the impact that recently issued accounting standards will have on
the financial statements of a registrant when such standards are
adopted in a future period. The amendments were adopted for the
quarter ended March 31, 2017; the adoption did not have a material
impact on the financial statements and disclosures
of the Trust or the
Fund.
The FASB issued ASU 2017-01,
“Business Combinations (Topic 805): Clarifying the Definition
of a Business”. The amendments are intended to help companies
and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals)
of assets or businesses. The amendments are effective for public
companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. The adoption did
not have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2016-18, “Statement of Cash Flows (Topic
230)”. The amendments in this update require that a statement
of cash flows explain the change during the
period in the total of cash, cash
equivalents, and amounts generally described as restricted cash or
restricted cash equivalents. Therefore, amounts generally described
as restricted cash and restricted cash equivalents should be
included with cash and cash equivalents when reconciling the
beginning of period and end of period total amounts
shown on the statement of cash
flows. The amendments are effective for fiscal years beginning
after December 15, 2017, and interim periods within those fiscal
years. The Sponsor elected to early adopt ASU 2016-18 for the year
ending December 31, 2017 and the adoption did not have a material
impact on the financial statements and disclosures of the Trust or the
Fund.
The
FASB issued ASU 2014-09 in May 2014, “Revenue from Contracts
with Customers (Topic 606),” which replaces the revenue
recognition requirements of “Revenue
Recognition (Topic 605).”
This ASU is based on the principle that revenue is recognized to
depict the transfer of goods and services to customers in an amount
that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. This ASU provides
new and more detailed guidance on specific topics and
expands and improves disclosures
about revenue. In August 2015, the FASB issued ASU 2015-14 which
defers the effective date of ASU 2014-09 by one year to fiscal
years beginning after December 15, 2017. ASU 2015-14 also permits
early adoption of ASU 2014-09, but not before the original
effective date, which was for fiscal years
beginning after December 15, 2016.
The Trust and the Fund record income or loss from the recognition
and measurement of futures contracts and from interest income under
Subtopic 825-10. Revenue from financial instruments which are
valued under Subtopic 825 will not be subject to the application of
ASU 2014-09 and 2015-14. The Sponsor elected to adopt the amendments for
the fiscal year ending December 31, 2017. The adoption did not have
a material impact on the financial statements and disclosures of
the Trust or the Fund.
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 Funds record income or
loss from the recognition and
measurement of futures contracts and from interest income under
Subtopic 825-10. Revenue from financial instruments which are
valued under Subtopic 825 will not be subject to the application of
ASU 2016-11. The Sponsor elected to adopt ASU 2016-11 for the year
ending December 31, 2017. The adoption did not
have a material impact on the financial
statements and disclosures of the Trust or the
Fund.
The FASB issued ASU 2016-02, “Leases (Topic
842).” The amendments in this update increase transparency
and comparability among organizations by recognizing lease assets
and lease liabilities on the balance sheet and disclosing key
information about leasing arrangements. The amendments were adopted
for the quarter ended March 31, 2019; the adoption did not have a
material impact on the financial statements and disclosures of the
Trust or the Fund.
The FASB issued ASU 2016-01, “Financial Instruments-Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities.” The amendments in this update are
intended to improve the recognitions measurement and disclosure of
financial instruments. The amendments to this update are effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. These amendments are required to
be applied prospectively. The adoption did not have a material
impact on the financial statements and disclosures of the Trust or
the Fund.
Fair Value - Definition and Hierarchy
In accordance with GAAP, fair
value is defined as the price that would be received to sell an
asset or paid to transfer a liability (i.e., the “exit
price”) in an orderly transaction between market participants
at the measurement date.
In determining fair value, the
Fund uses various valuation approaches. In accordance with GAAP, a
fair value hierarchy for inputs is used in measuring fair value
that maximizes the use of observable inputs and minimizes the use
of unobservable inputs by requiring that the most observable inputs
be used when available. Observable inputs are those that market
participants would use in pricing the asset or liability based on
market data obtained from sources independent of the Fund.
Unobservable inputs reflect the Fund’s assumptions about the
inputs market participants would use in pricing the asset or
liability developed based on the best information available in the
circumstances. The fair value hierarchy is categorized into three
levels based on the inputs as follows:
Level 1 - Valuations based on
unadjusted quoted prices in active markets for identical assets or
liabilities that the Fund has the ability to access. Valuation
adjustments and block discounts are not applied to Level 1
financial instruments of the Underlying Funds and securities of the
Fund, together the “financial instruments”. Since
valuations are based on quoted prices that are readily and
regularly available in an active market, valuation of these
financial instruments does not entail a significant degree of
judgment.
Level 2 - Valuations based on quoted
prices in markets that are not active or for which all significant
inputs are observable, either directly or
indirectly.
Level 3 - Valuations based on inputs
that are unobservable and significant to the overall fair value
measurement.
The availability of valuation
techniques and observable inputs can vary from financial instrument
to financial instrument and is affected by a wide variety of
factors including, the type of financial instrument, whether the
financial instrument is new and not yet established in the
marketplace, and other characteristics particular to the
transaction. To the extent that valuation is based on models or
inputs that are less observable or unobservable in the market, the
determination of fair value requires more judgment. Those estimated
values do not necessarily represent the amounts that may be
ultimately realized due to the occurrence of future circumstances
that cannot be reasonably determined. Because of the inherent
uncertainty of valuation, those estimated values may be materially
higher or lower than the values that would have been used had a
ready market for the financial instruments existed. Accordingly,
the degree of judgment exercised by the Fund in determining fair
value is greatest for financial instruments categorized in Level 3.
In certain cases, the inputs used to measure fair value may fall
into different levels of the fair value hierarchy. In such cases,
for disclosure purposes, the level in the fair value hierarchy,
within which the fair value measurement in its entirety falls, is
determined based on the lowest level input that is significant to
the fair value measurement.
Fair value is a market-based
measure considered from the perspective of a market participant
rather than an entity-specific measure. Therefore, even when market
assumptions are not readily available, the Fund’s own
assumptions are set to reflect those that market participants would
use in pricing the asset or liability at the measurement date. The
Fund uses prices and inputs that are current as of the measurement
date, including periods of market dislocation. In periods of market
dislocation, the observability of prices and inputs may be reduced
for many financial instruments. This condition could cause a
financial instrument to be reclassified to a lower level within the
fair value hierarchy. When such a situation exists on a quarter
close, the Sponsor will calculate the Net Asset Value
(“NAV”) on a particular day using the Level 1
valuation, but will later recalculate the NAV for the impacted Fund
based upon the valuation inputs from these alternative verifiable
sources (Level 2 or Level 3) and will report such NAV in its
applicable financial statements and reports.
The determination is made as of
the settlement of the underlying futures contracts on the last day
of trading for the reporting period. In making the determination of
a Level 1 or Level 2 transfer, the Fund considers the average
volume of the underlying futures contracts traded on the relevant
exchange for the years being reported.
Investments in the financial
instruments of the Underlying Funds are freely tradable and
listed on the NYSE Arca. These investments are valued at the NAV of
the Underlying Fund as of the valuation date as calculated by the
administrator based on the exchange-quoted prices of the commodity
futures contracts held by the Underlying Funds.
Net Income (Loss) per Share
Net income (loss) per Share is the
difference between the NAV per unit at the beginning of each period
and at the end of each period. The weighted average number of
Shares outstanding was computed for purposes of disclosing net
income (loss) per weighted average Share. The weighted average
Shares are equal to the number of Shares outstanding at the end of
the period, adjusted proportionately for Shares created or redeemed
based on the amount of time the Shares were outstanding during such
period.
Note 4 – Fair Value Measurements
The Fund’s assets and
liabilities recorded at fair value have been categorized based upon
a fair value hierarchy as described in the Fund’s significant
accounting policies in Note 3. The following table presents
information about the Fund’s assets and liabilities measured
at fair value as of December 31, 2019 and December 31,
2018:
December 31,
2019
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2019
|
Exchange
Traded Funds
|
$1,476,880
|
$-
|
$-
|
$1,476,880
|
Cash
Equivalents
|
2,633
|
-
|
-
|
2,633
|
Total
|
$1,479,513
|
$-
|
$-
|
$1,479,513
|
December 31,
2018
Assets:
|
Level
1
|
Level
2
|
Level
3
|
Balance
as of
December
31, 2018
|
Exchange
Traded Funds
|
$1,523,286
|
$-
|
$-
|
$1,523,286
|
Cash
Equivalents
|
$2,862
|
$-
|
$-
|
$2,862
|
Total
|
$1,526,148
|
$-
|
$-
|
$1,526,148
|
For the years ended December 31,
2019 and 2018, the Fund did not have any transfers between any of
the level of the fair value hierarchy.
See the Fair Value - Definition and Hierarchy
section in Note 3 above for an explanation of the transfers into
and out of each level of the fair value
hierarchy.
Note 5 - Financial Highlights
The following table presents per
share performance data and other supplemental financial data for
the years ended December 31, 2019, 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.
|
Year ended
|
Year ended
|
Year ended
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
Per Share Operation Performance
|
|
|
|
Net
asset value at beginning of period
|
$20.33
|
$22.75
|
$26.33
|
Income
(loss) from investment operations:
|
|
|
|
Net
realized and unrealized loss on investment
transactions
|
(0.57)
|
(2.32)
|
(3.46)
|
Total
expenses, net
|
(0.04)
|
(0.10)
|
(0.12)
|
Net
decrease in net asset value
|
(0.61)
|
(2.42)
|
(3.58)
|
Net
asset value at end of period
|
$19.72
|
$20.33
|
$22.75
|
Total Return
|
(3.02)%
|
(10.64)%
|
(13.60)%
|
Ratios to Average Net Assets (Annualized)
|
|
|
|
Total
expenses
|
2.96%
|
3.77%
|
3.74%
|
Total
expenses, net
|
0.19%
|
0.48%
|
0.50%
|
Net
investment loss
|
(0.19)%
|
(0.48)%
|
(0.50)%
|
The financial
highlights per share data are calculated consistent with the
methodology used to calculate asset-based fees and
expenses.
Note 6 – Quarterly Financial Data
(Unaudited)
The following summarized quarterly
financial information presents the results of operations for the
Teucrium Agricultural Fund and other data for three-month periods
ended March 31, June 30, September 30 and December 31, 2019 and
2018.
|
Three months ended
|
Three months ended
|
Three months ended
|
Three months ended
|
|
March 31, 2019
|
June 30, 2019
|
September 30, 2019
|
December 31, 2019
|
Total
(Loss) Income
|
$(60,556)
|
$47,570
|
$(84,363)
|
$54,151
|
Total
Expenses
|
22,301
|
7,876
|
4,686
|
8,436
|
Total
Expenses, net
|
717
|
695
|
683
|
687
|
Net
(Loss)
Income
|
$(61,273)
|
$46,875
|
$(85,046)
|
$53,464
|
Net
(Loss)
Income per share
|
$(0.82)
|
$0.63
|
$(1.14)
|
$0.72
|
|
Three months ended
|
Three months ended
|
Three months ended
|
Three months ended
|
|
March 31, 2018
|
June 30, 2018
|
September 30, 2018
|
December 31, 2018
|
Total
Income (Loss)
|
$3,444
|
$(133,431)
|
$(80,986)
|
$26,092
|
Total
Expenses
|
18,629
|
12,096
|
10,539
|
14,207
|
Total
Expenses, net
|
1,414
|
2,010
|
1,911
|
1,770
|
Net
Income (Loss)
|
$2,030
|
$(135,441)
|
$(82,897)
|
$24,322
|
Net
Income (Loss) per share
|
$0.04
|
$(1.68)
|
$(1.10)
|
$0.32
|
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 is not obligated to reimburse these costs to
the Sponsor. The Fund bears its own costs
incurred in connection with the registration and offering of
additional shares, which include registration fees, legal fees,
underwriting fees and other similar
costs.
Note 8 – Subsequent Events
Management has evaluated the
financial statements for the year ended December 31, 2019 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.
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/ Sal
Gilbertie
|
|
Name:
|
Sal Gilbertie
|
|
Title:
|
Chief Executive
Officer
|
|
|
|
|
By:
|
/s/ Cory
Mullen-Rusin
|
|
Name:
|
Cory
Mullen-Rusin
|
|
|
Chief Financial
Officer
|
|
|
|
|
|
Date: March 11,
2020
|
|