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, 201 5 |
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 |
Commission File Number: 001-34765
Teucrium Commodity Trust
(Exact name of registrant as specified in its charter)
Delaware
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61-1604335 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
232 Hidden Lake Road, Building A
Brattleboro, Vermont 05301
(Address of principal executive offices) (Zip code)
(802) 257-1617
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Fund | Name of each exchange on which registered |
Shares of Teucrium Corn Fund | NYSE Arca, Inc. |
Shares of Teucrium Sugar Fund | NYSE Arca, Inc. |
Shares of Teucrium Soybean Fund | NYSE Arca, Inc. |
Shares of Teucrium Wheat Fund | NYSE Arca, Inc. |
Shares of Teucrium Agricultural Fund | NYSE Arca, Inc. |
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes No
Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer |
Non-accelerated filer |
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Smaller reporting company |
(Do not check if a smaller reporting company) |
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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, 201 5 are included in the table below:
Aggregate Market Value of Each Funds Shares Held
|
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Total Number of Outstanding
Shares as of March 11 , 201 6 |
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Teucrium Corn Fund |
$ | 86,597,500 | 2,650,000 | ||||
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Teucrium Sugar Fund |
4,033,250 | 375,000 | |||||
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Teucrium Soybean Fund |
7,171,500 | 550,000 | |||||
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Teucrium Wheat Fund |
32,489,000 | 2,750,000 | |||||
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Teucrium Agricultural Fund |
$ | 1,544,000 | 50,000 | ||||
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Total |
$ | 131,835,250 |
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 Sponsors 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 Sponsors 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 .
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 Trusts Second Amended and Restated Declaration of Trust and Trust Agreement (the Trust Agreement).
Two additional series, the Teucrium Natural Gas Fund (NAGS) and the Teucrium WTI Crude Oil Fund (CRUD) commenced operations in 2011; however, o n December 18, 2014 CRUD and NAGS ceased trading on the NYSE Arca and the Sponsor liquidated all commodity futures contracts held by these funds. All positions were sold through an exchange to unrelated parties. On December 22, 2014 the Administrator and Custodian proceeded to distribute cash to all shareholders in an amount equal to each shareholders pro rata interest in the respective fund. On December 30, 2014, Teucrium Trading, LLC (the Sponsor) completed the disposition of all of the assets of these funds . There were zero assets and liabilities as of December 31, 2014. The Form 15 was filed with the SEC on January 9, 2015.
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 of the Trust and the Sponsor is located at 232 Hidden Lake Road, Brattleboro, Vermont 05301. The Sponsor is registered as a commodity pool operator (CPO) with the Commodity Futures Trading Commission (CFTC) and became a member of the National Futures Association (NFA) on November 10, 2009. The Trust and the Funds operate pursuant to the Trust Agreement.
Under the Trust Agreement, the Sponsor is solely responsible for the management of the Trust and the Funds, and conducts or directs the conduct of the business of the Trust, the Funds, and any other Fund that may from time to time be established and designated by the Sponsor. The Sponsor is required to oversee the purchase and sale of Shares by firms designated as Authorized Purchasers and to manage the Funds investments, including to evaluate the credit risk of futures commission merchants and swap counterparties and to review daily positions and margin/collateral requirements. The Sponsor has the power to enter into agreements as may be necessary or appropriate for the offer and sale of the Funds Shares and the conduct of the Trusts activities. Accordingly, the Sponsor is responsible for selecting the Trustee, Administrator, Distributor, the independent registered public accounting firm of the Trust, and any legal counsel employed by the Trust. The Sponsor is also responsible for preparing and filing periodic reports on behalf of the Trust with the SEC and providing any required certification for such reports. No person other than the Sponsor and its principals was involved in the organization of the Trust or the Funds.
Teucrium Trading, LLC designs the Funds to offer liquidity, transparency, and capacity in single-commodity and commodity-baskets, in the case of TAGS, 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 Funds
On June 5, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (SEC). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $5,000,000 in the aggregate . CORN began trading on the New York Stock Exchange (NYSE) Arca on June 9, 2010. On April 30, 2013, to satisfy SEC requirements for continuing an offering for longer than a three-year period, a subsequent registration statement for CORN was filed and declared effective by the SEC.
On June 17, 2011, the initial Forms S-1 for CANE, SOYB, and WEAT were declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued for each Fund, representing 100,000 shares and $2,500,000 in the aggregate for each Fund , for CANE, SOYB, and WEAT. On September 19, 2011, CANE, SOYB, and WEAT started trading on the NYSE Arca. On June 30, 2014, to satisfy SEC requirements for continuing an offering for longer than a three-year period, subsequent registration statements for CANE, SOYB and WEAT were filed and declared effective by the SEC.
On February 10, 2012, the
initial
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
in the aggregate
. TAGS began trading on the NYSE Arca on March 28, 2012.
On April 30, 2
015,
to satisfy SEC requirements for continuing an offering for longer than a three-year period,
a subsequent registration statement for TAGS was
filed and
declared effective by the SEC.
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 or the closing Net Asset Value per share of the Underlying Funds (as defined below) in the case of TAGS. Each Fund pursues its investment objective by investing in a portfolio of exchange-traded futures contracts that expire in a specific month and trade on a specific exchange in the commodities comprising the B enchmark (as defined below) , as defined below or shares of the Underlying Funds in the case of TAGS. Each Fund may also hold United States Treasury Obligations and/or other high credit quality short-term fixed income securities for deposit with the commodity broker of the Funds as margin.
This weighted average of the closing settlement prices of the referenced specific Futures Contracts for each Fund is referred to herein as the Benchmark, and the specific Futures Contracts that at any given time make up the Benchmark for that Fund and are referred to herein as the Benchmark Component Futures Contracts.
The investment objective of CORN is to have the daily changes in percentage terms of the Shares NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for corn (Corn Futures Contracts) that are traded on the Chicago Board of Trade (CBOT), specifically (1) the second-to-expire CBOT Corn Futures Contract, weighted 35%, (2) the third-to-expire CBOT Corn Futures Contract, weighted 30%, and (3) the CBOT Corn Futures Contract expiring in the December following the expiration month of the third-to-expire contract, weighted 35%.
The investment objective of SOYB is to have the daily changes in percentage terms of the Shares NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for soybeans (Soybean Futures Contracts) that are traded on the CBOT. The three Soybean Futures Contracts will generally be: (1) second-to-expire CBOT Soybean Futures Contract, weighted 35%, (2) the third-to-expire CBOT Soybean Futures Contract, weighted 30%, and (3) the CBOT Soybean Futures Contract expiring in the November following the expiration month of the third-to-expire contract, weighted 35%.
The investment objective of CANE is to have the daily changes in percentage terms of the Shares NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for sugar (Sugar Futures Contracts) that are traded on ICE Futures US (ICE Futures), specifically: (1) the second-to-expire Sugar No. 11 Futures Contract (a Sugar No. 11 Futures Contract), weighted 35%, (2) the third-to-expire Sugar No. 11 Futures Contract, weighted 30%, and (3) the Sugar No. 11 Futures Contract expiring in the March following the expiration month of the third-to-expire contract, weighted 35%.
The investment objective of WEAT is to have the daily changes in percentage terms of the Shares NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for wheat (Wheat Futures Contracts) that are traded on the CBOT, specifically: (1) the second-to-expire CBOT Wheat Futures Contract, weighted 35%, (2) the third-to-expire CBOT Wheat Futures Contract, weighted 30%, and (3) the CBOT Wheat Futures Contract expiring in the December following the expiration month of the third-to-expire contract, weighted 35%.
The investment objective of the TAGS is to have the daily changes in percentage terms of the NAV of its Shares reflect the daily changes in percentage terms of a weighted average (the Underlying Fund Average) of the NAVs per share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively, the Underlying Funds). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Funds assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund .
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 Funds 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 Funds 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 for each Fund 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 Funds neutral investment strategy is designed to permit investors generally to purchase and sell the Shares of each Fund 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 Funds 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 related to the Fund or the commodities of the Underlying Funds.
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 the U.S. Bancorp Fund Services (the Administrator) based on the closing price of the futures contracts for each of the underlying Benchmark Component Futures Contracts and the notional amounts of such Benchmark Component Futures Contracts .
Each Benchmark is rebalanced periodically to ensure that each of the Benchmark Component Futures Contracts is weighted in the same proportion as in the investment objective for each Fund. The following tables reflect the December 31, 201 5 , Benchmark Component Futures Contracts weights for each of the Funds:
CORN
Benchmark
Component
Futures
Contracts
|
Notional Value |
Weight (%) |
||||||||
CBOT Corn Futures ( 1,172 contracts, MAY1 6 ) |
$ | 21,359,700 | 35 | % | ||||||
CBOT Corn Futures ( 988 contracts, JUL1 6 ) |
18,302,700 | 30 | ||||||||
CBOT Corn Futures ( 1,117 contracts, DEC1 6 ) |
21,390,550 | 35 | ||||||||
Total at December 31 , 201 5 |
$ | 61,052,950 | 100 | % |
SOYB
Benchmark
Component
Futures
Contracts
|
Notional Value |
Weight (%) |
||||||||
CBOT Soybean Futures ( 52 contracts, MA R 1 6 ) |
$ | 2,247,050 | 35 | % | ||||||
CBOT Soybean Futures ( 45 contracts, MAY1 6 ) |
1,956,375 | 30 | ||||||||
CBOT Soybean Futures ( 52 contracts, NOV1 6 ) |
2,295,150 | 35 | ||||||||
Total at December 31 , 201 5 |
$ | 6,498,575 | 100 | % |
CANE
Benchmark
Component
Futures
Contracts
|
Notional Value |
Weight (%) |
||||||||
ICE Sugar Futures ( 115 contracts, MAY1 6 ) |
$ | 1,921,696 | 35 | % | ||||||
ICE Sugar Futures ( 101 contracts, JUL1 6 ) |
1,656,077 | 30 | ||||||||
ICE Sugar Futures ( 114 contracts, MAR1 7 ) |
1,927,968 | 35 | ||||||||
Total at December 31 , 201 5 |
$ | 5,505,741 | 100 | % |
WEAT
Benchmark
Component
Futures
Contracts
|
Notional Value |
Weight (%) |
||||||||
CBOT Wheat Futures ( 390 contracts, MAY1 6 ) |
$ | 9,291,750 | 35 | % | ||||||
CBOT Wheat Futures ( 330 contracts, JUL1 6 ) |
7,973,625 | 30 | ||||||||
CBOT Wheat Futures ( 366 contracts, DEC1 6 ) |
9,287,250 | 35 | ||||||||
Total at December 31 , 201 5 |
$ | 26,552,625 | 100 | % |
TAGS
Benchmark
Component
Futures
Contracts
|
Fair Value |
Weight (%) |
||||||||
Shares of Teucrium Corn Fund |
$ | 326,157 | 25 | % | ||||||
Shares of Teucrium Soybean Fund |
331,730 | 25 | ||||||||
Shares of Teucrium Wheat Fund |
321,433 | 24 | ||||||||
Shares of Teucrium Sugar Fund |
345,281 | 26 | ||||||||
Total at December 31 , 201 5 |
$ | 1,324,601 | 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 contracts 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 contracts 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 Funds prices the value of the Benchmark Component Futures Contracts would tend to rise as they approach expiration.
The total portfolio composition for each Fund is disclosed each business day that the NYSE Arca is open for trading on the Funds website. The website for CORN is www.teucriumcornfund.com ; for CANE is www.teucriumcanefund.com ; for SOYB is www.teucriumsoybfund.com ; for WEAT is www.teucriumweatfund.com ; for TAGS is www.teucriumtagsfund.com . These sites are accessible at no charge. The website disclosure of portfolio holdings is made daily and includes, as applicable, the name and value of each Futures Contract, Other Commodity Interest and the amount of cash and cash equivalents held in the Funds portfolio. The specific types of Other Commodity 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 co ntracts, 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 Funds investment objective of closely tracking the Benchmark, the Sponsor may for certain reasons cause the Fund to enter into or hold Futures Contracts other than the Benchmark Component Futures Contracts and/or Other Commodity Interests . Other Commodity Interests that do not have standardized terms and are not exchange-traded, referred to as over-the-counter Corn Interests, can generally be structured as the parties to the Corn Interest contract desire. Therefore, each Fund might enter into multiple and/or over-the-counter Interests intended to replicate the performance of each of the Benchmark Component Futures Contracts for the Fund, or a single over-the-counter Interest designed to replicate the performance of the Benchmark as a whole. Assuming that there is no default by a counterparty to an over-the-counter Interest, the performance of the Interest will necessarily correlate with the performance of the Benchmark or the applicable Benchmark Component Futures Contract. Each Fund might also enter into or hold Interests other than Benchmark Component Futures Contracts to facilitate effective trading, consistent with the discussion of the Funds roll strategy. In addition, each Fund might enter into or hold Interests that would be expected to alleviate overall deviation between the Funds 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 Funds performance to closely track that of the Benchmark of the Fund.
An exchange for related position (EFRP) can be used by the Fund as a technique to facilitate the exchanging of a futures hedge position against a creation or redemption order, and thus the Fund may use an EFRP transaction in connection with the creation and redemption of shares. The market specialist/market maker that is the ultimate purchaser or seller of shares in connection with the creation or redemption basket, respectively, agrees to sell or purchase a corresponding offsetting futures position which is then settled on the same business day as a cleared futures transaction by the FCMs. The Fund will become subject to the credit risk of the market specialist/market maker until the EFRP is settled or terminated. The Fund reports all activity related to EFRP transactions under the procedures and guidelines of the CFTC and the exchanges on which the futures are traded.
The Funds earn interest income from the Treasury securities and/or cash equivalents that it purchases and on the cash it holds through the Custodian or other financial institution. The Sponsor anticipates that the earned interest income will increase the NAV of each Fund. The Funds apply the earned interest income to the acquisition of additional investments or uses it to pay its expenses. If the Fund reinvests the earned interest income, it makes investments that are consistent with its investment objectives. Any Treasury security and cash equivalent invested by a Fund will have original maturity dates of three months or less at inception . Any cash equivalents invested by a Fund will be rated in the highest short-term rating category by a nationally recognized statistical rating organization or will be deemed by the Sponsor to be of comparable quality. At the end of 2015, available cash balances in each of the Funds were invested in either the Fidelity Institutional Prime Money Market Portfolio or in demand deposits at Rabobank, N.A.
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.
Market Outlook
The Corn Market
Corn is the most widely produced livestock feed grain in the United States, and the majority of the United States corn crop is used in livestock feed, with the amount used in ethanol production second. Corn is also processed into food and industrial products, including starch, sweeteners, corn oil, beverages and industrial alcohol. The United States Department of Agriculture (USDA) publishes weekly, monthly, quarterly and annual updates for U.S. domestic and worldwide corn production and consumption. These reports are available on the USDAs website, www.usda.gov, at no charge.
The United States is the worlds leading producer and exporter of corn. For the Crop Year 2015-16, the United States Department of Agriculture (USDA) estimates that the U.S. will produce approximately 35% of all the corn globally, of which about 1 2 % will be exported. For 2015-2016, global consumption of 966.2 Million Metric Tons (MMT) is expected to be roughly equal to global production of 967 .9 3 MMT. If the global supply of corn exceeds global demand, this may have an adverse impact on the price of corn. Besides the United States, other principal world corn exporters include Argentina, Brazil and the former Soviet Union nations known as the FSU-12 which includes the Ukraine. Major importer nations include Mexico, Japan, the European Union (EU), South Korea, Egypt and parts of Southeast Asia. Chinas production at 224.6 MMT is just slightly larger than its domestic usage.
Standard Corn Futures Contracts trade on the CBOT in units of 5,000 bushels, although 1,000 bushel mini-corn Corn Futures Contracts also trade. Three grades of corn are deliverable under CBOT Corn Futures Contracts: Number 1 yellow, which may be delivered at 1.5 cents over the contract price; Number 2 yellow, which may be delivered at the contract price; and Number 3 yellow, which may be delivered at 1.5 cents under the contract price. There are five months each year in which CBOT Corn Futures Contracts expire: March, May, July, September and December.
If the futures market is in a state of backwardation (i.e., when the price of corn in the future is expected to be less than the current price), the Fund will buy later-to-expire contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing corn prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts, the value of a contract will rise as it approaches expiration. Over time, if backwardation remained constant, the differences would continue to increase. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing corn prices or the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches expiration. Over time, if contango remained constant, the difference would continue to increase. Historically, the corn futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation exists is a function, among other factors, of the seasonality of the corn market and the corn harvest cycle.
On
January 12
,
2016
the USDA released its monthly World Agricultural Supply and Demand Estimates (WASDE) for the Crop Year 201
5
-1
6.
The USDA has projected the 2015-16 yield to be 168.
4
bushels per acre for the U.S, a significant increase over prior years, but slightly down from the 171.0 in 2014-15, with 88.
0
million acres planted and 80.7 million harvested. The total domestic supply of corn for 2015-16 is projected to be 15,3
72
million bushels; usage for the crop year is projected to
decrease slightly from last year
to 13,
570
million bushels. The USDA projects that the resulting Ending Stocks or inventory for 2015-16 will be slightly
higher
than 2014-15 at 1,
802
million bushels.
The USDAs projected 2015-16 Carry-out Days Supply, which is defined as the Ending Stocks divided by the demand per day, is projected at
48.5
days, up significantly from the 33.4 days for 2013-2014 but
about equal to
the 46.0
estimated
for 2014-15.
The Soybean Market
Global soybean production is concentrated in the U.S., Brazil, Argentina and China. The United States Department of Agriculture (USDA) has estimated that, for the Crop Year 2015-2016, the United States will produce approximately 10 7 . 0 MMT of soybeans or approximately 33% of estimated world production, with Brazil production at 100 MMT. Argentina is projected to produce about 57 MMT. For 2015-2016, consumption of 314.0 MMT is expected to be surpassed by global production of 319.0 MMT. If the global supply of soybeans exceeds global demand, this may have an adverse impact on the price of soybeans. The USDA publishes weekly, monthly , quarterly and annual updates for U.S. domestic and worldwide soybean production and consumption. These reports are available on the USDAs website, www.usda.gov, at no charge.
The soybean processing industry converts soybeans into soybean meal, soybean hulls, and soybean oil. Soybean meal and soybean hulls are processed into soy flour or soy protein, which are used, along with other commodities, by livestock producers and the farm fishing industry as feed. Soybean oil is sold in multiple grades and is used by the food, petroleum and chemical industries. The food industry uses soybean oil in cooking and salad dressings, baking and frying fats, and butter substitutes, among other uses. In addition, the soybean industry continues to introduce soy-based products as substitutes to various petroleum-based products including lubricants, plastics, ink, crayons and candles. Soybean oil is also converted to biodiesel for use as fuel.
Standard Soybean Futures Contracts trade on the CBOT in units of 5,000 bushels, although 1,000 bushel mini-sized Soybean Futures Contracts also trade. Three grades of soybean are deliverable under CBOT Soybean Futures Contracts: Number 1 yellow, which may be delivered at 6 cents per bushel over the contract price; Number 2 yellow, which may be delivered at the contract price; and Number 3 yellow, which may be delivered at 6 cents per bushel under the contract price. There are seven months each year in which CBOT Soybean Futures Contracts expire: January, March, May, July, August, September and November.
If the futures market is in a state of backwardation (i.e., when the price of soybeans in the future is expected to be less than the current price), the Fund will buy later-to-expire contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing soybean prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts, the value of a contract will rise as it approaches expiration. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing soybean prices or the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches expiration. Historically, the soybeans futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation exists is a function, among other factors, of the seasonality of the soybean market and the soybean harvest cycle. All other things being equal, a situation involving prolonged periods of contago may adversely impact the returns of the Funds; conversely a situation involving prolonged periods of backwardation may positively impact the returns of the Funds.
On January 12, 2016 , the USDA released its monthly World Agricultural Supply and Demand Estimates (WASDE) for the Crop Year 2015-16. The USDA has projected the 2015-16 yield to be 48.0 bushels per acre for the U.S, up down from the 47.5 in 2014-15, with 82.7 million acres planted and 81.8 million harvested. The total domestic supply of soybeans for 2015-16 is projected to be 4,1 50 million bushels; usage for the crop year is projected to fall slightly from 2014-15 to 3, 711 million bushels. The USDA projects that the resulting Ending Stocks or inventory for 2015-16 will increase significantly over 2014-15 and prior years to 4 40 million bushels. The USDAs projected 2015-16 Carry-out Days Supply, which is defined as the Ending Stocks divided by the demand per day, is projected at 43.3 days, up significantly from the 9.7 days for 2013-2014 and the 18.1 estimated for 2014-15.
The Sugar Market
Sugarcane accounts for about 75% of the worlds sugar production, and sugar beets account for the remainder of the worlds 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 receivers vessel at a specified port within the country of origin of the sugar. Sugar No. 11 Futures Contracts trade on the ICE Futures and the NYMEX in units of 112,000 pounds.
The United States Department of Agriculture (USDA) publishes two major reports annually on U.S. domestic and worldwide sugar production and consumption. These are usually released in November and May. In addition, the USDA publishes periodic, but not as comprehensive, reports on sugar monthly. All of these reports are available on the USDAs website, www.usda.gov, at no charge. The USDAs November 201 5 report forecasts that Brazil will continue to be the leading producer of sugarcane, producing approximately 20% of the worlds supply. Other principal producers of sugarcane are India, Thailand and China. The principal world producers of sugar beets, as forecasted by the USDA for 201 5 , include the European Union, the United States and Russia. The USDAs November 2015 report estimates that global consumption of sugar will outpace production in 2015-16; with consumption at a record 173 million metric tons. If the global supply of sugar exceeds global demand, this may have an adverse impact on the price of sugar.
If the futures market is in a state of backwardation (i.e., when the price of sugar in the future is expected to be less than the current price), the Fund will buy later-to-expire contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing sugar prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts, the value of a contract will rise as it approaches expiration. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing sugar prices or the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches expiration. Historically, the sugar futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation exists is a function, among other factors, of the seasonality of the sugar market and the sugar harvest cycle. All other things being equal, a situation involving prolonged periods of contago may adversely impact the returns of the Funds; conversely a situation involving prolonged periods of backwardation may positively impact the returns of the Funds.
The Wheat Market
Wheat is used to produce flour, the key ingredient for breads, pasta, crackers and many other food products, as well as several industrial products such as starches and adhesives. Wheat by-products are used in livestock feeds . Wheat is the principal food grain produced in the United States, and the United States output of wheat is typically exceeded only by that of China, the European Union, the FSU-12, including the Ukraine, and India. The United States Department of Agriculture (USDA) estimates that for 2015-2016, that the principal global producers of wheat will be the EU, the former Soviet nations known as the FSU-12, China, India, the United States, Australia and Canada. The U.S. generates approximately 8% of the global production, with just over one-third of that being exported. For 2015-2016, global consumption of 716. 1 MMT is estimated to be surpassed by production of 735. 4 MMT. If the global supply of wheat exceeds global demand , this may have an adverse impact on the price of wheat. The USDA publishes weekly, monthly, quarterly and annual updates for U.S. domestic and worldwide wheat production and consumption. These reports are available on the USDAs website, www.usda.gov, at no charge.
There are several types of wheat grown in the U.S., which are classified in terms of color, hardness, and growing season. CBOT Wheat Futures Contracts call for delivery of #2 soft red winter wheat, which is generally grown in the eastern third of the United States, but other types and grades of wheat may also be delivered (Grade #1 soft red winter wheat, Hard Red Winter, Dark Northern Spring and Northern Spring wheat may be delivered at 3 cents premium per bushel over the contract price and #2 soft red winter wheat, Hard Red Winter, Dark Northern Spring and Northern Spring wheat may be delivered at the contract price.) Winter wheat is planted in the fall and is harvested in the late spring or early summer of the following year, while spring wheat is planted in the spring and harvested in late summer or fall of the same year.
Standard Wheat Futures Contracts trade on the CBOT in units of 5,000 bushels, although 1,000 bushel mini-wheat Wheat Futures Contracts also trade. There are five months each year in which CBOT Wheat Futures Contracts expire: March, May, July, September and December.
If the futures market is in a state of backwardation (i.e., when the price of wheat in the future is expected to be less than the current price), the Fund will buy later-to-expire contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing wheat prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts, the value of a contract will rise as it approaches expiration. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing wheat prices or the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches expiration. Historically, the wheat futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation exists is a function, among other factors, of the seasonality of the wheat market and the wheat harvest cycle. All other things being equal, a situation involving prolonged periods of contago may adversely impact the returns of the Funds; conversely a situation involving prolonged periods of backwardation may positively impact the returns of the Funds.
On January 12, 2016 , the USDA released its monthly World Agricultural Supply and Demand Estimates (WASDE) for the Crop Year 2015-16. The USDA has projected the 2015-16 yield to be 43.6 bushels per acre for the U.S, slightly down from the 43.7 in 2014-15, with 54.6 million acres planted and 47.1 million harvested. The total domestic supply of wheat for 2015-16 is projected to be 2,9 24 million bushels; usage for the crop year is projected to decrease slightly from 2014-15 to 1,983 million bushels. The USDA projects that the resulting Ending Stocks or inventory for 2015-16 will increase over 2014-15 and prior years to 941 million bushels. The USDAs projected 2015-16 Carry-out Days Supply, which is defined as the Ending Stocks divided by the demand per day, is projected at 173.2 days, up from the 88.4 days for 2013-2014 and the 136. 3 estimated for 2014-15.
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 Sponsors 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.
T
hree
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 counterparties and to review daily positions and margin/collateral requirements. The Sponsor has the power to enter into agreements as may be necessary or appropriate for the offer and sale of the Funds Shares and the conduct of the Trusts 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 websites on behalf of each of the Funds. The total portfolio composition of each Fund is disclosed on the Funds 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 equivalent s held in the Funds portfolio. Each Funds 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 (as required by the CFTC), and the Roll Dates, as well as Form 10-Qs, Form 10-Ks, and other SEC filings for that Fund, are also posted on the website. Each Funds website is publicly accessible at no charge. The website for CORN is www.teucriumcornfund.com ; for CANE is www.teucriumcanefund.com; for SOYB is www.teucriumsoybfund.com; for WEAT is www.teucriumweatfund.com ; and for TAGS is www.teucriumtagsfund.com . The website address for the Sponsor is www.teucrium.com .
The Sponsor receives a fee as compensation for services performed under the Trust Agreement, except in the case of TAGS where there is no such fee. The Sponsors fees accrue daily and are paid monthly at an annual rate of 1.00% of the average daily net assets of each Fund. In addition, each Fund is also generally responsible for other ongoing fees, costs and expenses of its operations, including brokerage fees, SEC and FINRA registration fees, and legal, printing, accounting, custodial, administration and transfer agency costs, although the Sponsor has borne or will bear the costs and expenses related to the initial offer and sale of Shares. The Sponsor may choose to waive, for a period of time and at its discretion, the collection of the Sponsor Fee or certain other fees for any of the Funds. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity. These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the 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. For the period ended December 31, such expenses, which are primarily included as distribution and marketing fees, totaled $1, 601,237 in 201 5 , $ 1,365,214 in 201 4 and $ 1,146,603 in 201 3 ; of these amounts, $ 138,262 in 201 5 , $ 113,224 in 201 4 and $ 94,684 in 201 3 were waived by the Sponsor.
All asset-based fees and expenses for the Funds are calculated on the prior days net assets.
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% of the Sponsors Class A membership interests.
Management of the Sponsor
In general, under the Sponsors Amended and Restated Limited Liability Company Operating Agreement, as amended from time to time, the Sponsor (and as a result the Trust and the 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 will have 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 Fund
s
. The Chief Operating Officer has assumed 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 Sponsors principal financial and accounting officer, which position includes the functions previously performed by the Treasurer of the Sponsor, and administers the Sponsors regulatory compliance programs. 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 three Class A members of the Sponsor are Sal Gilbertie, Dale Riker and Carl N. Miller III.
The Officers of the Sponsor, two of whom are also Class A members of the Sponsor, are the following:
Sal Gilbertie has been the President of the Sponsor since its inception and its Chief Investment Officer since September 2011, was approved by the NFA as a principal of the Sponsor on September 23, 2009, and was registered as an associated person of the Sponsor on November 10, 2009. He maintains his main business office at 63 Adams Rd, Easton, CT 06612 . Effective July 16, 2012, Mr. Gilbertie was registered with the NFA as the Branch Manager for this location. 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 (whose business is described in greater detail below under The Service Providers), 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 5 5 years old.
Dale Riker has been the Secretary of the Sponsor since January 2010, and its Chief Executive Officer since September 2011, was approved by the NFA as a principal of the Sponsor on October 29, 2009, and was registered as an associated person of the Sponsor on February 17, 2010. He maintains his main business office at 232 Hidden Lake Road, Brattleboro, Vermont 05301 and is responsible for the overall strategic direction of the Sponsor and has general control of its business. Mr. Riker was Treasurer of the Sponsor from its inception until September 2011. From February 2005 to December 2012 , Mr. Riker was the President of Cambial Emerging Markets LLC, a consulting company specializing in emerging market equity investment. As President of Cambial Emerging Markets LLC, Mr. Riker had responsibility for business strategy, planning and operations. From July 1996 to February 2005, Mr. Riker was a private investor. Mr. Riker is married to the Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer of the Sponsor, Barbara Riker. Mr. Riker is 5 8 years old.
Barbara Riker began working for the Sponsor in July 2010 providing accounting and compliance support. She has been the Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer for Teucrium since September 2011, was approved by the NFA as a principal of the Sponsor on October 19, 2011, and has a background in finance, accounting, investor relations, corporate communications and operations. She maintains her main business office at 232 Hidden Lake Road, Brattleboro, Vermont 05301. From September 1980 to February 1993, Ms. Riker worked in various financial capacities for Pacific Telesis Group, the California-based Regional Bell Operating Company, and its predecessors. In February 1993, with the spin-off of AirTouch Communications from Pacific Telesis Group, Ms. Riker was selected to lead the Investor Relations team for the global mobile phone operator. In her capacity as Executive Director Investor Relations and Corporate Communications from February 1993 to June 1995, AirTouch completed its initial public offering and was launched as an independent publicly-traded company. In June 1995, she was named Chief Financial Officer of AirTouch International and, in addition to her other duties, served on the board of several of the firms joint ventures, both private and public, across Europe. In June 1997, Ms. Riker moved into an operations capacity as the District General Manager for AirTouch Pagings San Francisco operations. In February 1998 she was named Vice President and General Manager of AirTouch Cellular for Arizona and New Mexico. Ms. Riker retired in July 1999, coincident with the purchase of AirTouch by Vodafone PLC and remained retired until she began working for the Sponsor. Ms. Riker graduated with a Bachelor of Science in Business Administration from Cal State East Bay in 1980. Ms. Riker is married to the Chief Executive Officer of the Sponsor, Dale Riker. Ms. Riker is 5 7 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 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 in 1992 and is 4 8 years old.
The third Class-A member of the Sponsor is the following:
Carl N. (Chuck) Miller III was approved by the NFA as a principal of the Sponsor on November 10, 2009 and was registered as an associated person of the Sponsor on April 19, 2010. He maintains his main business office at 232 Hidden Lake Rd, Brattleboro, VT 05301 . Mr. Miller has certain voting authority as a Class A member of the Sponsor as described above, but is not involved with the Sponsors day-to-day trading or operations.
Mr. Kahler is primarily responsible for making trading and investment decisions for the Funds and for directing trades for execution.
Messrs. Gilbertie, Riker, Kahler and Miller and Ms. Riker are individual principals, as that term is defined in CFTC Rule 3.1, of the Sponsor. These individuals are principals due to their positions and/or due to their ownership interests in the Sponsor. Beneficial ownership interests of the principals, if any, are shown under the section entitled Security Ownership of Principal Shareholders and Management below and any of the principals may acquire beneficial interests in the Fund in the future. In addition, each of the three Class A members of the Sponsor are registered with the CFTC as associated persons of the Sponsor and are NFA associate members. GFI Group LLC is a principal for the Sponsor under CFTC Rules due to its ownership of certain non-voting securities of the Sponsor.
The Custodian and Administrator
In its capacity as the custodian
for the Funds
, the Custodian,
U.S. Bank, N.A.
, holds the
Funds
shares and the Treasury Securities,
and a portion of the
cash and/or cash equivalents
held
by the
Funds
pursuant to a custodial agreement.
An affiliate of the Custodian, U.S. Bank Fund Services, LLC (USBFS)
is the registrar and transfer agent for the Fund
s
Shares.
In addition,
USBFS
also serves as Administrator for the Fund
s
, performing certain administrative and accounting services and preparing certain SEC and CFTC reports on behalf of the Fund
s.
For these services, the Fund pays fees to the Custodian
and USBFS
as set forth in the table
entitled Fees and Compensation Arrangements with the Sponsor and Non-Affiliated Service Providers.
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 USBFS is 777 East Wisconsin Avenue, Milwaukee, Wi, 53202.
The Distributor
The Funds employ Foreside Fund Services, LLC as the D istributor for the Funds. The Distributor receives, for its services as distributor for the Funds, a fee at an annual rate of 0.01% of each Underlying Funds average daily net assets, and an annual fee of $ 100,000 in the aggregate for all of the Funds. These fees are set forth in the table entitled Fees and Compensation Arrangements with the Sponsor and Non-Affiliated Service Providers.
The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the SASA) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under FINRA rules. 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 Distributors internal procedures.
The Distributors 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.
The Trustee
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustees principal offices are located at 1100 North Market Street, Wilmington, Delaware 19890-0001. The Trustee is unaffiliated with the Sponsor. The Trustees 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 rested 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
In 2014 and 2013 , Newedge USA, LLC (Newedge USA) served as the Funds futures commission merchant (FCM) and primary clearing broker to execute and clear the Funds futures transactions and provide other brokerage-related services. In 2014, the Funds introduced the use of Jefferies LLC (Jefferies), for the execution and clearing of the Funds futures and options, if any, on futures transactions. On January 2, 2015, Newedge USA, LLC (Newedge USA) merged with and into SG Americas Securities, LLC (SG), with the latter as the surviving entity.
On February 6, 2015 Jefferies LLC (J
efferies) became the Funds FCM and primary clearing broker. All futures contracts held by SG were transferred to Jefferies on that date. As of February 23, 2015 all residual cash balances held at SG had been transferred to Jefferies and the balance in all SG accounts was $0.
Effective June 3, 2015, ED&F Man Capital Markets Inc. (ED&F Man) replaced Jefferies as
the
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.
ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges .
The Bank of New York Mellon Capital Markets is the broker for some, but not all, of the equity transactions related to the purchase and sale of the Underlying Funds for TAGS .
Contractual Fees and Compensation Arrangements with the Sponsor and Third-Party Service Providers
Service Provider
|
|
Compensation Paid by the Fund s |
Teucrium Trading, LLC, Sponsor |
|
1.00% of average net assets annually |
U.S. Bank N.A., Custodian
U.S. Bancorp 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 up to $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 Funds 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 this offering are not expected to exceed $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 not estimated to exceed $25,000 per year. |
ED&F Man Capital Markets, Inc
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$4.00 per Futures Contract purchase or sale for corn, soybeans, wheat and sugar through December 31, 2015. $4.50 per Futures Contract purchase or sale for corn, soybeans, wheat and sugar effective January 1, 2016.
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Wilmington Trust Company, Trustee |
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$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 Funds total assets and subtracting any liabilities.
For each of the contractual agreements discussed above, the expense recognized in 201 5 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. USBFS has been appointed registrar and transfer agent for the purpose of transferring Shares in certificated form. USBFS 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 accountholders in DTC.
Book Entry
For all Funds, i
ndividual 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, t he 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 accountholders 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 Fund s 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 Fund s or the distribution by the Fund s 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. New York time 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
Funds 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, 201
5
t
hese minimum levels are as follows:
CORN: 50,00 0 shares representing 2 baskets ( 2,875 ,004 shares outstanding as of December 31, 201 5 ; 3,325,004 shares outstanding as of March 11 , 201 6 )
SOYB: 50,00 0 shares representing 2 baskets ( 375 ,004 shares outstanding as of December 31, 201 5 ; 350,004 shares outstanding as of March 11 , 201 6 )
CANE: 50,00 0 shares representing 2 baskets ( 550 ,004 shares outstanding as of December 31, 201 5 ; 250,004 shares outstanding as of March 11 , 201 6 )
WEAT: 50,000 shares representing 2 baskets ( 2,900 ,004 shares outstanding as of December 31, 201 5 ; 1,975,004 shares outstanding as of March 11 , 201 6 )
TAGS: 50,000 shares representing 2 baskets (minimum level of shares outstanding as of December 31, 201 5 and as of March 11 , 201 6 )
If a Fund has a 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:
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Taking the current market value of its total assets, and |
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Subtracting any liabilities. |
The Administrator calculates the NAV of each Fund once each trading day. It calculates NAV as of the earlier of the close of the New York Stock Exchange or 4:00 p.m., New York time. The NAV for a particular trading day will be released after 4:15 p.m., New York time.
In determining the value of the Futures Contracts for each Fund, the Administrator uses the closing price on the exchange on which the commodity is traded , commonly referred to as the settlement price. The time of settlement for each exchange is determined by that exchange and may change from time to time. The current settlement time for each exchange can be found at the appropriate website which are:
1) for the CBOT (CORN, SOYB and WEAT) http://www.cmegroup.com/trading_hours/commodities-hours.html ;
2) for ICE (CANE) http://www.theice.com/productguide/Search.shtml?tradingHours= .
The Administrator determines the value of all other investments for each Fund as of the earlier of the close of the New York Stock Exchange or 4:00 p.m., New York time, in accordance with the current Services Agreement between the Administrator and the Trust.
The value of over-the-counter Commodity Interests will be determined based on the value of the commodity or Futures Contract underlying such Commodity Interest, except that a fair value may be determined if the Sponsor believes that a Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of a specific Fund where necessary to reflect the fair value of a Futures Contract when the Futures Contract of such Fund closes at its price fluctuation limit for the day. Treasury Securities held by the Fund are valued by the Administrator using values received from recognized third-party vendors (such as Reuters) and dealer quotes. The NAV includes any unrealized profit or loss on open Commodity Interests and any other credit or debit accruing to each Fund but unpaid or not received by the Fund.
In addition, in order to provide updated information relating to the Funds for use by investors and market professionals, the NYSE Arca calculates and disseminates throughout the trading day an updated indicative fund value for each Fund. The indicative fund value is calculated by using the prior days 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 Funds C ommodity Interests during the trading day. Changes in the value of Treasury Securities and cash equivalents will not be included in the calculation of indicative value. For this and other reasons, the indicative fund value disseminated during NYSE Arca trading hours should not be viewed as an actual real time update of the NAV for each Fund. The NAV is calculated only once at the end of each trading day.
The indicative fund value is disseminated on a per share basis every 15 seconds during regular NYSE Arca trading hours of 9:30 a.m., New York time, to 4:00 p.m., New York time. The CBOT and the ICE are generally open for trading only during specified hours which vary by exchange and may be adjusted by the exchange. However, the futures markets on these exchanges do not currently operate twenty-four hours per day. In addition, there may be some trading hours which may be limited to electronic trading only. This means that there is a gap in time at the beginning and the end of each day during which the Funds Shares are traded on the NYSE Arca, when, for example, real-time CBOT trading prices for Corn Futures Contracts traded on such Exchange are not available. As a result, during those gaps there will be no update to the indicative fund values. The most current trading hours for each exchange may be found on the website of that exchange as listed above .
The NYSE Arca disseminates the indicative fund value through the facilities of CTA/CQ High Speed Lines. In addition, the indicative fund value is published on the NYSE Arcas 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 New York time or the close of regular trading on the New York Stock Exchange, whichever is earlier
for CANE and TAGS by 1:15pm
New York time 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 Purchasers DTC account on the Purchase Settlement Date.
Because orders to purchase baskets must be placed by noon or 1:15pm , New York time, 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., New York time, 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 Funds 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:
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it determines that, due to position limits or otherwise, investment alternatives that will enable th at Fund to meet its investment objective are not available or practicable at that time; |
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it determines that the purchase order or the Creation Basket Deposit is not in proper form; |
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it believes that acceptance of the purchase order or the Creation Basket Deposit would have adverse tax consequences to th at Fund or its Shareholders; |
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the acceptance or receipt of the Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful; |
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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 applicable exchange 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. |
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,
New York time
,
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 DTCs 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 third business day for TAGS,
or by the end of such later business day, not to exceed three 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 Sponsors account at the
Custodian t
he 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 Funds DTC account has been credited with the baskets to be redeemed. If the Funds 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 if the Sponsor receives the fee applicable to the extension of the Redemption Settlement Date which the Sponsor may, from time to time, determine and the remaining baskets to be redeemed are credited to the Funds DTC account on such next business day. Any further outstanding amount of the redemption order shall be cancelled. 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 Funds DTC account by noon New York time on the Redemption Settlement Date if the Authorized Purchaser has collateralized its obligation to deliver the baskets through DTCs 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 as of December 31, 201 5 are as follows:
CORN, CANE, WEAT, SOYB, and TAGS
(25,000 units per basket)
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Creation Fee |
$250 per basket order, max $500 per day (2 or more basket orders, no order limit) |
Redemption Fee |
$250 per basket |
The transaction fees may be reduced, increased or otherwise changed by the Sponsor.
The Sponsor shall notify DTC of any change in a transaction fee and will not implement any increase in the fee for the redemption of baskets until 30 days after the date of the notice.
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 Fund s will continue to exist until terminated in accordance with the Trust Agreement. The Sponsors authority includes, without limitation, the right to take the following actions:
The Sponsors Obligations
In addition to the duties imposed by the Delaware Trust Statute and under the Trust Agreement, the Sponsor has the following obligations as a sponsor of the Trust:
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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 Fund s the Shareholders or to any other person, the Sponsor will not be liable to the Trust or the Fund s, 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 delegatee 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 delegatee 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 Sponsors 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 Trusts 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 Shareholders (or assignees) 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 Trusts 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 (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, f und Shareholders have no voting rights with respect to shares of the Underlying Funds held by th at 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 Trusts 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 Sponsors principals, officers and employees, do not devote their time exclusively to the Fund. Under the organizational documents of the Sponsor, Mr. Sal Gilbertie and Mr. Dale Riker are obligated to use commercially reasonable efforts to manage the Sponsor, devote such amount of time to the Sponsor as would be consistent with their roles in similarly placed commodity pool operators, and remain active in managing the Sponsor until they are 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 a full-time business activity of its principals, officers and employees. Notwithstanding these obligations and expectations, the Sponsors 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 their 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 their ability to provide services to the Fund. However, it is not possible to quantify the proportion of their time that the Sponsors 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 Sponsors 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 Fund, 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 the ir ability to influence matters such as amendment of the Trust Agreement, change in the Funds basic investment policies, or dissolution of the 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 Sponsors assets to decrease. If the Sponsors 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 the 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 the 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.
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 Funds clearing broker are members of the NFA. As such, they will be subject to NFA standards relating to fair trade practices, financial condition and consumer protection. The NFA also arbitrates disputes between members and their customers and conducts registration and fitness screening of applicants for membership and audits of its existing members. Neither the Trust nor the Funds are required to become a member of the NFA. The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States. There is a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an investment in the Funds, or the ability of a Fund to continue to implement its investment strategy. In addition, various national governments outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on the Funds is impossible to predict but could be substantial and adverse.
The CFTC possesses exclusive jurisdiction to regulate the activities of commodity pool operators
and commodity trading advisors,
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 operators 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 Sponsors 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 persons 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 CFTCs function is to implement the CEAs 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; and the mandatory use of clearinghouse mechanisms for sufficiently standardized swap transactions that were historically entered into in the over-the-counter market.
The effect of future regulatory change on the Funds, and the exact timing of such changes, is impossible to predict but it may be substantial and adverse. Specifically, the new law, the rules that have been promulgated thereunder, and the rules that are expected to be promulgated may negatively impact the ability of a Fund to meet its investment objectives, either through position limits or requirements imposed on it and/or on their counterparties. In particular, new position limits imposed on a Fund or any counterparties may impact the ability of that Fund to invest in a manner that most efficiently meets its investment objective. New requirements, including capital imposed on the counterparties of a Fund and the mandatory clearing and margining of swaps, may increase the cost of that Funds investments and doing business.
In addition, considerable regulatory attention has recently been focused on non-traditional publicly distributed investment pools such as the Funds. Furthermore, various national governments have expressed concern regarding the disruptive effects of speculative trading in certain commodity markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on the Funds is impossible to predict, but could be substantial and adverse.
Management believes that as of December 31 , 2015 it had fulfilled in a timely manner all Dodd-Frank reporting requirements, both historical and on-going, for the categories under which the firm operates and is registered.
Position Limits, Aggregation Limits, Price Fluctuation Limits
On November 5, 2013, the CFTC re-proposed for public comment new regulations that would establish specific limits on speculative positions in futures contracts, option contracts and swaps on 28 agricultural, energy and metals commodities (the Position Limit Rules) limits and on September 29, 2015 issued a supplemental notice of proposed rulemaking and regulations addressing the circumstances under which market participants would be required to aggregate their positions with other persons under common ownership or control (the Proposed Aggregation Requirements). Both the Position Limit Rules and Proposed Aggregation R equirements are currently pending and have not yet been adopted. It remains to be seen whether the CFTC will modify the proposed regulations in response to public comments.
Currently, the CFTC enforces federal limits on speculation in agricultural products (e.g., corn, wheat and soy), while futures exchanges enforce position limits and accountability levels for agricultural and certain energy products (e.g., oil and natural gas). As a result, the Funds may be limited with respect to the size of their investments in any commodity subject to these limits. Finally, subject to certain narrow exceptions, the Proposed Aggregation Requirements would require the aggregation, for purposes of the position limits, of all positions in Reference Contracts of the 28 regulated commodities held by a single entity and its affiliates, regardless of whether such positions exist on US futures exchanges, non-US futures exchanges, or in over-the-counter swaps. Under the CFTCs existing position limit requirements and the Position Limit Rules, a market participant is generally required to aggregate all positions for which ownership interest in an account or position, as well as the positions of two or more persons acting pursuant to an express or implied agreement or understanding. At this time, it is unclear how the Proposed Aggregation Requirements may affect the Fund, but it may be substantial and adverse. By way of example, the Proposed Aggregation Requirements in combination with the Position Limit Rules may negatively impact the ability of the Fund to meet its respective investment objectives through limits that may inhibit the Sponsors ability to sell additional Creation Baskets of the Fund.
Position limits generally impose a fixed ceiling on aggregate holdings in futures contracts relating to a particular commodity, and may also impose separate ceilings on contracts expiring in any one month, contracts expiring in the spot month, and/or contracts in certain specified final days of trading. By way of example, the CFTCs position limits for Soybean Futures Contracts (including related options) are 600 spot month contracts, 15,000 contracts expiring in any other single month, and 15,000 contracts for all months. All Soybean Futures Contracts held under the control of the Sponsor, including those held by any future series of the Trust, will be aggregated in determining the application of these position limits. Position limits could in certain circumstances effectively limit the number of Creation Baskets that the Soybean Fund can sell but, it is not expected to reach asset levels that would cause these position limits to be implicated in the near future.
As mandated by the Dodd -Frank Act, the CFTC is considering adopting a rule that will establish position limits not only for futures contracts but also futures equivalent positions, over-the-counter swaps and options (i.e., contracts that are not traded on exchanges). If this rule was implemented, these new position limits would likely limit the ability of the Funds to establish positions in over-the-counter commodity interests as well.
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 investors positions. If a Fund were to exceed an applicable accountability level for investments in futures contracts, the exchange will monitor the Funds 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 days settlement price. Once the daily price fluctuation limit has been reached in a particular futures contract, no trades may be made at a price beyond that limit.
As of May 1, 2014, the CME replaced the fixed price fluctuation limits with variable price limits for corn, soybeans and wheat. The change, which is now effective, is described in the CME Group Special Executive Report S-7038 and can be accessed at http://www.cmegroup.com/tools-information/lookups/advisories/ser/SER-7038.html .
Books and Records
The Trust keeps its books of record and account at its office located at 232 Hidden Lake Road, Building A, Brattleboro, Vermont 05301, or at the offices of the Administrator,
located
at
777 East Wisconsin Avenue
, Milwaukee, Wisconsin 532
0
2, 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 Funds website under the heading Fund Information-Filings. The website for CORN is www.teucriumcornfund.com ; for CANE is www.teucriumcanefund.com ; for SOYB is www.teucriumsoybfund.com ; for WEAT is www.teucriumweatfund.com ; for TAGS is www.teucriumtagsfund.com . These reports are also available from the SEC through that agencys 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 reports required to be filed pursuant to Rule 4.22(h) under the Commodity Exchange Act.
Intellectual Property
On December 17, 2013 t he Sponsor was issued a patent on certain business methods and procedures used with respect to the Fund s .
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 Managements 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 C ommodity I nterests, 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 market outlook for each of the specific underlying commodity can be found in Part I, Item 1. Business. Market Outlook of this Form on 10-K.
Risks Applicable to all Funds
There are Risks Related to Fund Structure and Operations of the Funds
Unlike mutual funds, commodity pools and other investment pools that manage their investments so as to realize income and gains for distribution to their investors, a Fund generally does not distribute dividends to Shareholders. You should not invest in a Fund if you will need cash distributions from the Fund to pay taxes on your share of income and gains of the Fund, if any, or for other purposes.
The Sponsor has consulted with legal counsel, accountants and other advisers regarding the formation and operation of the Trust and the Funds. No counsel has been appointed to represent you in connection with the offering of Shares. Accordingly, you should consult with your own legal, tax and financial advisers regarding the desirability of an investment in the Shares.
The Sponsor intends to re-invest any income and realized gains of a Fund in additional Commodity Interests, or Shares of the Underlying Funds in the case of TAGS, rather than distributing cash to Shareholders. Although a Fund does not intend to make cash distributions, the income earned from its investments held directly or posted as margin may reach levels that merit distribution, e.g., at levels where such income is not necessary to support its underlying investments in C ommodity I nterests, 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 Trusts tax accounting and reporting requirements. Each Fund, excluding TAGS, is also contractually obligated to pay a management fee to the Sponsor. Such fees may be waived by the Sponsor at its discretion. Accordingly, each Fund must realize interest income and/or gains on Commodity Interests sufficient to cover these fees and expenses before it can earn any profit.
A Fund may terminate at any time, regardless of whether the Fund has incurred losses, subject to the terms of the Trust Agreement. For example, the dissolution or resignation of the Sponsor would cause the Trust to terminate unless shareholders holding a majority of the outstanding shares of the Trust elect within 90 days of the event to continue the Trust and appoint a successor Sponsor. In addition, the Sponsor may terminate a Fund if it determines that the Funds 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 Funds 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 C ommodity I nterest, there is the risk that the changes in the price of the Funds Shares on the NYSE Arca will not closely track the changes in spot price of that C ommodity I nterest. This could happen if the price of Shares traded on the NYSE Arca does not correlate with the Funds NAV, if the changes in the Funds 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 C ommodity I nterest. 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 C ommodity I nterest, or the underlying specific C ommodity I nterest 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 Funds 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 Funds 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 Funds shares will generally fluctuate with changes in the market value of the Funds portfolio holdings. The market prices of shares will generally fluctuate in accordance with changes in the Funds NAV and supply and demand of shares on the NYSE Arca. It cannot be predicted whether a Fund shares will trade below, at or above their NAV. Investors buying or selling Fund shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of shares.
None of the Funds are an investment company subject to the Investment Company Act of 1940. Accordingly, you do not have the protections afforded by that statute, which, for example, requires investment companies to have a board of directors with a majority of disinterested directors and regulates the relationship between the investment company and its investment manager.
The arrangements between clearing brokers and counterparties on the one hand and the Funds on the other generally are terminable by the clearing brokers or counterparty upon notice to the Funds. In addition, the agreements between the Funds and their third-party service providers, such as the Distributor and the Custodian, are generally terminable at specified intervals. Upon termination, the Sponsor may be required to renegotiate or make other arrangements for obtaining similar services if the Funds intend to continue to operate. Comparable services from another party may not be available, or even if available, these services may not be available on the terms as favorable as those of the expired or terminated arrangements.
The Sponsor does not employ trading advisors for the Funds; however, it reserves the right to employ them in the future. The only advisor to the Funds is the Sponsor. A lack of independent trading advisors may be disadvantageous to the Funds because they will not receive the benefit of their expertise.
The Sponsors 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 Sponsors 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 Sponsors and Funds reputations, increased operational expenses and diversion of technical resources.
The development of complex computer and communications systems and new technologies may render the existing computer and communications systems supporting the Funds trading activities obsolete. In addition, these computer and communications systems must be compatible with those of third parties, such as the systems of exchanges, clearing brokers and the executing brokers. As a result, if these third parties upgrade their systems, the Sponsor will need to make corresponding upgrades to continue effectively its trading activities. The Funds future success may depend on the Funds ability to respond to changing technologies on a timely and cost-effective basis.
The Funds depend on the proper and timely function of complex computer and communications systems maintained and operated by the futures exchanges, brokers and other data providers that the Sponsor uses to conduct trading activities. Failure or inadequate performance of any of these systems could adversely affect the Sponsors ability to complete transactions, including its ability to close out positions, and result in lost profit opportunities and significant losses on commodity interest transactions. This could have a material adverse effect on revenues and materially reduce the Funds available capital. For example, unavailability of price quotations from third parties may make it difficult or impossible for the Sponsor to conduct trading activities so that each Fund will closely track its Benchmark. Unavailability of records from brokerage firms may make it difficult or impossible for the Sponsor to accurately determine which transactions have been
executed or the details, including price and time, of any transaction executed. This unavailability of information also may make it difficult or impossible for the Sponsor to reconcile its records of transactions with those of another party or to accomplish settlement of executed transactions.
The operations of the Funds, the exchanges, brokers and counterparties with which the Funds do business, and the markets in which the Funds do business could be severely disrupted in the event of a major terrorist attack, natural disaster, or the outbreak, continuation or expansion of war or other hostilities. Global terrorist attacks, anti-terrorism initiatives, and political unrest continue to fuel this concern.
Failures or breaches of the electronic systems of the Funds, the Sponsor, the Custodian or mutual funds or other financial institutions in which the Funds invest, or the Funds other service providers, market makers, Authorized Purchasers, NYSE Arca, exchanges on which Futures Contracts or Other Commodity Interests are traded or cleared, or counterparties have the ability to cause disruptions and negatively impact the Funds business operations, potentially resulting in financial losses to a Fund and its shareholders. While the Funds have established business continuity plans and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems. Furthermore, the Funds cannot control the cyber security plans and systems of the Custodian or mutual funds or other financial institutions in which the Funds invest, or the Funds other service providers, market makers, Authorized Purchasers, NYSE Arca, exchanges on which Futures Contracts or Other Commodity Interests are traded or cleared, or counterparties.
The Trust may, in its discretion, suspend the right to redeem Shares of a Fund or postpone the redemption settlement date: (1) for any period during which an applicable exchange is closed other than customary weekend or holiday closing, or trading is suspended or restricted; (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of a Funds 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 Shareholders redemption proceeds if the NAV of a Fund declines during the period of delay. The Trust Agreement provides that the Sponsor and its designees will not be liable for any loss or damage that may result from any such suspension or postponement. A minimum number of baskets and associated Shares are specified for each Fund in its Form S-1 and in Part I, Item 1 of this document. Once that minimum number of Shares outstanding is reached, there can be no further redemptions until there has been a Creation Basket.
The Intraday Indicative Value (IIV) and the Benchmark for each Fund are calculated and disseminated by the NYSE Arca under an agreement between the Sponsor and the NYSE Arca. Additionally , information may be calculated and disseminated under similar agreements between the Sponsor and other third party entities. Although reasonable efforts are taken to ensure the accuracy of the information disseminated under this agreement, there may, from time to time, be recalculations of previously released information.
Third parties may assert that the Sponsor has infringed or otherwise violated their intellectual property rights. Third parties may independently develop business methods, trademarks or proprietary software and other technology similar to that of the Sponsor and claim that the Sponsor has violated their intellectual property rights, including their copyrights, trademark rights, trade names, trade secrets and patent rights. As a result, the Sponsor may have to litigate in the future to determine the validity and scope of other parties proprietary rights, or defend itself against claims that it has infringed or otherwise violated other parties rights. Any litigation of this type, even if the Sponsor is successful and regardless of the merits, may result in significant costs, may divert resources from the Fund, or may require the Sponsor to change its proprietary software and other technology or enter into royalty or licensing agreements. The Sponsor has a patent on certain business methods and procedures used with respect to the Funds. The Sponsor utilizes certain proprietary software. Any unauthorized use of such proprietary software, business methods and/or procedures could adversely affect the competitive advantage of the Sponsor or the Funds and/or cause the Sponsor to take legal action to protect its rights.
In managing and directing the day-to-day activities and affairs of these Funds, the Sponsor relies almost entirely on a small number of individuals, including Mr. Sal Gilbertie, Mr. Dale Riker, Mr. Steve Kahler and Ms. Barbara Riker. If Mr. Gilbertie, Mr. Riker, Mr. Kahler or Ms. Riker were to leave or be unable to carry out their present responsibilities, it may have an adverse effect on the management of the Funds. To the extent that the Sponsor establishes additional commodity pools, even greater demands will be placed on these individuals.
The Sponsor was formed for the purpose of managing the Trust, including all the Funds, and any other series of the Trust that may be formed in the future, and has been provided with capital primarily by its principals and a small number of outside investors. If the Sponsor operates at a loss for an extended period, its capital will be depleted, and it may be unable to obtain additional financing necessary to continue its operations. If the Sponsor were unable to continue to provide services to these Funds, the Funds would be terminated if a replacement sponsor could not be found.
In 2016, the CFTC is expected to implement its rules and regulations requiring the posting of margin for over-the-counter transactions. Once these rules are implemented, it may become more expensive for a Fund to enter into over-the-counter uncleared swaps and options agreements.
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 Sponsors 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 Sponsor May Have Conflicts of Interest
The structure and operation of the Funds may involve conflicts of interest. For example, a conflict may arise because the Sponsor and its principals and affiliates may trade for themselves. In addition, the Sponsor has sole current authority to manage the investments and operations, and the interests of the Sponsor may conflict with the Shareholders best interests, including the authority of the Sponsor to allocate expenses to and between the Funds.
The Performance of Each Fund May Not Correlate with the Applicable Benchmark
Each Fund has a limited operating history, so there is limited performance history to serve as a basis for you to evaluate an investment in the Fund.
If a Fund is required to sell Treasury Securities or cash equivalents at a price lower than the price at which they were acquired, the Fund will experience a loss. This loss may adversely impact the price of the Shares and may decrease the correlation between the price of the Shares, the Benchmark, and the spot price of the specific commodity interest or the commodity interests of the Underlying Funds in the case of TAGS. The value of Treasury Securities and other debt securities generally moves inversely with movements in interest rates. The prices of longer maturity securities are subject to greater market fluctuations as a result of changes in interest rates. While the short-term nature of a Funds investments in Treasury Securities and cash equivalents should minimize the interest rate risk to which the Fund is subject, it is possible that the Treasury Securities and cash equivalents held by the Fund will decline in value.
The Sponsors 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 Funds 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 Funds assets are, unlike those of many other commodity pools, not leveraged (i.e., so that the aggregate amount of the Funds exposure to losses from its investments in specific Commodity Interests at any time will not exceed the value of the Funds 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 Funds trading positions suddenly turns unprofitable. These movements in price may be the result of factors outside of the Sponsors 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 Funds investments to greater volatility than investments in traditional securities. Lower correlation should not be confused with negative correlation, where the performance of two asset classes would be opposite of each other. There is no historic evidence that the spot price of a specific commodity, corn, for example, and prices of other financial assets, such as stocks and bonds, are negatively correlated. In the absence of negative correlation, a Fund cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice versa.
Under the Trust Agreement, the Trustee and the Sponsor are not liable, and have the right to be indemnified, for any liability or expense incurred absent gross negligence or willful misconduct on the part of the Trustee or Sponsor, as the case may be. That means the Sponsor may require the assets of a Fund to be sold in order to cover losses or liability suffered by the Sponsor or by the Trustee. Any sale of that kind would reduce the NAV of the Fund and the value of its Shares.
The Shares of a Fund are limited liability investments; Shareholders may not lose more than the amount that they invest plus any profits recognized on their investment. However, Shareholders could be required, as a matter of bankruptcy law, to return to the estate of the Fund any distribution they received at a time when the Fund was in fact insolvent or in violation of its Trust Agreement.
The price relationship between the near month Commodity Futures Contract to expire and the Benchmark Component Futures Contracts for each Fund, or the Underlying Funds in the case of TAGS, will vary and may impact both a Funds 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 contracts 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 Funds total return, to track lower. In cases in which the near month contracts 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 Funds NAV, the prices of Shares may also be influenced by various market factors, including but not limited to, the number of shares of the Fund outstanding and the liquidity of the underlying. There is no guarantee that the Shares will not trade at appreciable discounts from, and/or premiums to, the Funds 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 Funds NAV was closely tracking movements in the spot price of that commodity. If this occurs, you may incur a partial or complete loss of your investment.
Investors, including those who directly participate in the specific commodity market, may choose to use a Fund as a vehicle to hedge against the risk of loss, and there are risks involved in hedging activities. While hedging can provide protection against an adverse movement in market prices, it can also preclude a hedgers opportunity to benefit from a favorable market movement.
While it is not the current intention of the Funds to take physical delivery of any Commodity under its Commodity Interests, Commodity Futures Contracts are traditionally physically-deliverable contracts, and, unless a position was traded out of, it is possible to take or make delivery under these and some Other Commodity Interests. Storage costs associated with purchasing the specific commodity could result in costs and other liabilities that could impact the value of the Commodity Futures Contracts or certain Other Commodity Interests. Storage costs include the time value of money invested in the physical commodity plus the actual costs of storing the commodity less any benefits from ownership that are not obtained by the holder of a futures contract. In general, Commodity Futures Contracts have a one-month delay for contract delivery and the pricing of back month contracts (the back month is any future delivery month other than the spot month) includes storage costs. To the extent that these storage costs change for the commodity while a Fund holds the Commodity Interests, the value of the Commodity Interests, and therefore the Funds NAV, may change as well.
The design of each Funds Benchmark is such that the Benchmark Component Futures Contracts change throughout the year, and the Funds 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 Funds 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 Funds 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 Funds NAV and total return.
The Sponsor may use spreads and straddles as part of its overall trading strategy to closely follow the Benchmark. There is a risk that a Funds NAV may not closely track the change in its Benchmark. Spreads combine simultaneous long and short positions in related futures contracts that differ by commodity, by market or by delivery month (for example, long April, short November). Spreads gain or lose value as a result of relative changes in price between the long and short positions. Spreads often reduce risk to investors because the contracts tend to move up or down together. However, both legs of the spread could move against an investor simultaneously, in which case the spread would lose value. Certain types of spreads may face unlimited risk, e.g., because the price of a futures contract underlying a short position can increase by an unlimited amount and the investor would have to take delivery or offset at that price. A commodity straddle takes both long and short option position in the same commodity in the same market and delivery month simultaneously. The buyer of a straddle profits if either the long or the short leg of the straddle moves further than the combined cost of both options. The seller of the straddle profits if both the long and short positions do not trade beyond a range equal to the combined premium for selling both options. If the Sponsor were to utilize a spread or straddle position and the position performed differently than expected, the results could impact that Funds tracking error. This could affect the Funds investment objective of having its NAV closely track the Benchmark. Additionally, a loss on the position would negatively impact the Funds absolute return.
Position limits and daily price fluctuation limits set by the CFTC and the exchanges have the potential to cause tracking error, which could cause the price of Shares of the Fund to substantially vary from the Benchmark and prevent you from being able to effectively use the Fund as a way to hedge against underlying commodity-related losses or as a way to indirectly invest in the underlying commodity.
The Trust Structure and the Trust Agreement Provide Limited Shareholder Rights
You will have no rights to participate in the management of any of the Funds and will have to rely on the duties and judgment of the Sponsor to manage the Funds.
As interests in separate series of a Delaware statutory trust, the Shares do not involve the rights normally associated with the ownership of shares of a corporation (including, for example, the right to bring shareholder oppression and derivative actions). In addition, the Shares have limited voting and distribution rights (for example, Shareholders do not have the right to elect directors, as the Trust does not have a board of directors, and generally will not receive regular distributions of the net income and capital gains earned by the Fund). The Funds are also not subject to certain investor protection provisions of the Sarbanes Oxley Act of 2002 and the NYSE Arca governance rules (for example, audit committee requirements).
Each Fund is a series of a Delaware statutory trust and not itself a legal entity separate from the other Funds. The Delaware Statutory Trust Act provides that if certain provisions are included in the formation and governing documents of a statutory trust organized in series and if separate and distinct records are maintained for any series and the assets associated with that series are held in separate and distinct records and are accounted for in such separate and distinct records separately from the other assets of the statutory trust, or any series thereof, then the debts, liabilities, obligations and expenses incurred by a particular series are enforceable against the assets of such series only, and not against the assets of the statutory trust generally or any other series thereof. Conversely, none of the debts, liabilities, obligations and expenses incurred with respect to any other series thereof is enforceable against the assets of such series. The Sponsor is not aware of any court case that has interpreted this inter-series limitation on liability or provided any guidance as to what is required for compliance. The Sponsor intends to maintain separate and distinct records for each Fund and account for each Fund separately from any other Trust series, but it is possible a court could conclude that the methods used do not satisfy the Delaware Statutory Trust Act, which would potentially expose assets in any Fund to the liabilities of one or more of the Funds and/or any other Trust series created in the future.
Neither the Sponsor nor the Trustee is obligated to, although each may, in its respective discretion, prosecute any action, suit or other proceeding in respect of any Fund property. The Trust Agreement does not confer upon Shareholders the right to prosecute any such action, suit or other proceeding.
Rapidly Changing Regulation May Adversely Affect the Ability of the Funds to Meet Their Investment Objectives
The regulation of futures markets, futures contracts, and futures exchanges has historically been comprehensive. The CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency including, for example, the retroactive implementation of speculative position limits, increased margin requirements, the establishment of daily price limits and the suspension of trading on an exchange or a trading facility.
The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Subsequent to the enactment of the Dodd-Frank Act in 2010, swap agreements became fully regulated by the CFTC under the amended Commodity Exchange Act and the CFTC's regulations thereunder. Considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States and that use trading in futures and options as an investment strategy and not for hedging or price discovery purposes, therefore altering traditional participation in futures and swaps markets. As the Dodd-Frank Act continues to be implemented by the CFTC and the SEC, there is a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an investment in the Funds, or the ability of a Fund to continue to implement its investment strategy. In addition, various national governments outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on the Funds is impossible to predict but could be substantial and adverse.
Further, as the CFTC and the NFA continue implementing the Dodd-Frank Act, together with the SEC and FINRA, it is likely that regulations applicable to commodity pools, commodity pool operators and commodity trading advisors may change in the future. These regulatory changes may affect continued operation of the Funds. For additional information regarding recent regulatory developments that may impact the Funds or the Trust, refer to the section entitled Regulatory Considerations section of this document.
There Is No Assurance that There Will Be a Liquid Market for the Shares of the Funds or the Funds Underlying Investments, which May Mean that Shareholders May Not be Able to Sell Their Shares at a Market Price Relatively Close to the NAV
If a substantial number of requests for redemption of Redemption Baskets are received by a Fund during a relatively short period of time, the Fund may not be able to satisfy the requests from the Funds assets not committed to trading. As a consequence, it could be necessary to liquidate the Funds trading positions before the time that its trading strategies would otherwise call for liquidation.
A portion of a Funds 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 counterpartys 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 counterpartys 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 days 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, t his change amended Appendix A, Chapter 10 (Corn Futures), Section 1012.D (Trading Specifications Daily Price Limits) to read as follows:
Daily price limits for Corn futures are reset every six months. The first reset date would be the first trading day in May based on the following: Daily settlement prices are collected for the nearest July contract over 45 consecutive trading days before and on the business day prior to April 16th. The average price is calculated based on the collected settlement prices and then multiplied by seven percent. The resulting number rounded to the nearest 5 cents per bushel, or 20 cents per bushel, whichever is higher will be the new initial price limits for Corn futures and will become effective on the first trading day in May and will remain in effect through the last trading day in October.
The second reset date would be the first trading day in November based on the following: Daily settlement prices are collected for the nearest December contract over 45 consecutive trading days before and on the business day prior to October 16th. The average price is calculated based on the collected settlement prices and then multiplied by seven percent. The resulting number, rounded to the nearest 5 cents per bushel, or 20 cents per bushel, whichever is higher, will be the new initial price limits for Corn futures and will become effective on the first trading day in November and will remain in effect through the last trading day in next April.
There shall be no trading in Corn futures at a price more than the initial price limit above or below the previous days settlement price. Should two or more Corn futures contract months within the first five listed non-spot contracts (or the remaining contract month in a crop year, which is the September contract) settle at limit, the daily price limits for all contract months shall increase by 50 percent the next business day, rounded up to the nearest 5 cents per bushel. If no Corn futures contract month settles at the expanded limit the next business day, daily price limits for all contract months shall revert back to the initial price limit the following business day. There shall be no price limits on the current month contract on or after the second business day preceding the first day of the delivery month.
A market disruption, such as a foreign government taking political actions that disrupt the market in its currency, its commodity production or exports, or in another major export, can also make it difficult to liquidate a position. Unexpected market illiquidity may cause major losses to investors at any time or from time to time. In addition, no Fund intends at this time to establish a credit facility, which would provide an additional source of liquidity, but instead will rely only on the Treasury Securities, cash and/or cash equivalents that it holds to meet its liquidity needs. The anticipated large value of the positions in a specific Commodity Interest that the Sponsor will acquire or enter into for a Fund increases the risk of illiquidity. Because Commodity Interests may be illiquid, a Funds 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 Funds NAV includes, in part, any unrealized profits or losses on open swap agreements, futures or forward contracts. Under normal circumstances, the NAV reflects the quoted exchange settlement price of open futures contracts on the date when the NAV is being calculated. In instances when the quoted settlement price of a futures contract traded on an exchange may not be reflective of fair value based on market condition, generally due to the operation of daily limits or other rules of the exchange or otherwise, the NAV may not reflect the fair value of open future contracts on such date. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the fair value of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day.
In the event that one or more Authorized Purchasers that are actively involved in purchasing and selling Shares cease to be so involved, the liquidity of the Shares will likely decrease, which could adversely affect the market price of the Shares and result in your incurring a loss on your investment. In addition, a decision by a market maker or lead market maker to cease activities for the Fund could adversely affect liquidity, the spread between the bid and ask quotes, and potentially the price of the Shares. The Sponsor can make no guarantees that participation by Authorized Purchasers or market makers will continue.
If a minimum number of Shares is outstanding for a Fund, market makers may be less willing to purchase Shares of that Fund in the secondary market which may limit your ability to sell Shares. There are a minimum number of baskets and associated Shares specified for each Fund. Once the minimum number of baskets is reached, there can be no more redemptions by an Authorized Purchaser of that Fund until there has been a Creation Basket. In such case, market makers may be less willing to purchase Shares of that Fund from investors in the secondary market, which may in turn limit the ability of Shareholders of that Fund to sell their Shares in the secondary market.
Trading in Shares of a Fund may be halted due to market conditions or, in light of NYSE Arca rules and procedures, for reasons that, in the view of the NYSE Arca, make trading in Shares inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to circuit breaker rules that require trading to be halted for a specified period based on a specified market decline. There can be no assurance that the requirements necessary to maintain the listing of the Shares will continue to be met or will remain unchanged. A Fund will be terminated if its Shares are delisted.
There is Credit Risk Associated with the Operation of the Funds, Service Providers and Counter-Parties Which May Cause an Investment Loss
For all of the Funds except for TAGS, the majority of each Funds assets are held in short-term Treasury Securities, cash and/or cash equivalents with the Custodian
or
with
one or more
alternate financial institution
s
unrelated to the Custodian (
each, a
Financial Institution). Any cash or cash equivalents invested by a Fund will be rated in the highest short-term rating category by a nationally recognized statistical rating organization or will be deemed by the Sponsor to be of comparable quality.
The insolvency of the Custodian or any Financial Institution in which funds are deposited could result in a complete loss of a Funds assets held by the Custodian or the Financial Institution, which, at any given time, would likely comprise a substantial portion of a Funds total assets. Assets deposited with the Custodian or a Financial Institution will generally exceed federally insured limits. For TAGS, the vast majority of the Funds 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 Funds 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 brokers bankruptcy. In that event, the clearing brokers 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 brokers 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 brokers involvement in costly or time-consuming legal proceedings may divert financial resources or personnel away from the clearing brokers trading operations, which could impair the clearing brokers ability to successfully execute and clear a Funds 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 contracts (or other commodity interests) 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 pools assets. While this leverage can increase a pools profits, relatively small adverse movements in the price of a pools 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 Funds 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 Funds assets may be used to trade over-the-counter Commodity Interests, such as forward contracts or swaps. Currently, over-the-counter contracts are typically traded on a principal-to-principal non-cleared basis through dealer markets that are dominated by major money center and investment banks and other institutions and that prior to the passage of the Dodd-Frank Act had been essentially unregulated by the CFTC, although this is an area of pending, substantial regulatory change. The markets for over-the-counter contracts will continue to rely upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC on participants in the futures markets. To date, the forward markets have been largely unregulated, except for anti-manipulation and anti -fraud prohibitions , forward contracts have been executed bi-laterally and, in general historically, forward contracts have not been cleared or guaranteed by a third party. On November 16, 2012, the Secretary of the Treasury issued a final determination that exempts both foreign exchange swaps and foreign exchange forwards from the definition of swap and, by extension, additional regulatory requirements (such as clearing and margin). The final determination does not extend to other FX derivatives, such as FX options, certain currency swaps, and non-deliverable forwards. While the Dodd-Frank Act and certain regulations adopted thereunder are intended to provide additional protections to participants in the over-the-counter market, the lack of regulation in these markets could expose the Fund in certain circumstances to significant losses in the event of trading abuses or financial failure by participants. While increased regulation of over-the-counter Commodity Interests is likely to result from changes that are required to be effectuated by the Dodd-Frank Act, there is no guarantee that such increased regulation will be effective to reduce these risks.
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 Funds 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 partys exposure on the transaction in such situations. In general, valuing OTC derivatives
is less certain than valuing actively traded financial instruments such as exchange traded futures contracts and securities
because the price and terms on which such OTC derivatives are entered into or can be terminated are individually negotiated, and those prices and terms may not reflect the best price or terms available from other sources. In addition, while market makers and dealers generally quote indicative prices or terms for entering into or terminating OTC contracts, they typically are not contractually obligated to do so, particularly if they are not a party to the transaction. As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction.
There are Risks Associated with Trading in International Markets
A significant portion of the Futures Contracts entered into by the Funds is traded on United States exchanges. However, a portion of the Funds trades may take place on markets or exchanges outside the United States. Some non-U.S. markets present risks because they are not subject to the same degree of regulation as their U.S. counterparts. None of the CFTC, NFA, or any domestic exchange regulates activities of any foreign boards of trade or exchanges, including the execution, delivery and clearing of transactions, nor has the power to compel enforcement of the rules of a foreign board of trade or exchange or of any applicable non-U.S. laws. Similarly, the rights of market participants, such as the Funds, in the event of the insolvency or bankruptcy of a non-U.S. market or broker are also likely to be more limited than in the case of U.S. markets or brokers. As a result, in these markets, the Funds have less legal and regulatory protection than it does when they trade domestically. Currently the Funds do not place trades on any markets or exchanges outside of the United States and do not anticipate doing so in the foreseeable future. In some of these non-U.S. markets, the performance on a futures contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation and therefore exposes the Funds to credit risk. Additionally, trading on non-U.S. exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability. An adverse development with respect to any of these variables could reduce the profit or increase the loss earned on trades in the affected international markets.
The price of any non-U.S. Commodity Interest and, therefore, the potential profit and loss on such investment, may be affected by any variance in the foreign exchange rate between the time the order is placed and the time it is liquidated, offset or exercised. As a result, changes in the value of the local currency relative to the U.S. dollar may cause losses to a Fund even if the contract is profitable. The Funds invest primarily in Commodity Interests that are traded or sold in the United States. However, a portion of the trades for a Fund may take place in markets and on exchanges outside the United States. Some non-U.S. markets present risks because they are not subject to the same degree of regulation as their U.S. counterparts. In some of these non-U.S. markets, the performance on a contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation and therefore exposes a Fund to credit risk. Trading in non-U.S. markets also leaves a Fund susceptible to fluctuations in the value of the local currency against the U.S. dollar.
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 Investors 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 Funds 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 Funds income, gain, deduction or loss may be different than your economic profit or loss from your Shares for a taxable year. This difference could be temporary or permanent and, if permanent, could result in your being taxed on amounts in excess of your economic income.
The Funds are treated as partnerships for United States federal income tax purposes. The U.S. tax rules pertaining to entities taxed as partnerships are complex and their application to publicly traded partnerships such as the Funds are in many respects uncertain. The Funds apply certain assumptions and conventions in an attempt to comply with the intent of the applicable rules and to report taxable income, gains, deductions, losses and credits in a manner that properly reflects Shareholders economic gains and losses. These assumptions and conventions may not fully comply with all aspects of the Internal Revenue Code (the Code) and applicable Treasury Regulations, however, and it is possible that the U.S. Internal Revenue Service (the IRS) will successfully challenge our allocation methods and require us to reallocate items of income, gain, deduction, loss or credit in a manner that adversely affects you. If this occurs, you may be required to file an amended tax return and to pay additional taxes plus deficiency interest.
The Trust has received an opinion of counsel that, under current U.S. federal income tax laws, the Funds will be treated as partnerships that are not taxable as corporations for U.S. federal income tax purposes, provided that (i) at least 90 percent of each Funds annual gross income consists of qualifying income as defined in the Code, (ii) the Funds are organized and operated in accordance with its governing agreements and applicable law, and (iii) the Funds do not elect to be taxed as corporations for federal income tax purposes. Although the Sponsor anticipates that the Funds have satisfied and will continue to satisfy the qualifying income requirement for all of its taxable years, that result cannot be assured. The Funds have not requested and will not request any ruling from the IRS with respect to its classification as partnerships not taxable as corporations for federal income tax purposes. If the IRS were to successfully assert that the Funds are taxable as corporations for federal income tax purposes in any taxable year, rather than passing through its income, gains, losses and deductions proportionately to Shareholders, each Fund would be subject to tax on its net income for the year at corporate tax rates. In addition, although the Sponsor does not currently intend to make distributions with respect to Shares, any distributions would be taxable to Shareholders as dividend income. Taxation of the Funds as corporations could materially reduce the after-tax return on an investment in Shares and could substantially reduce the value of your Shares.
Risks Specific to the Teucrium Corn Fund
Investors may choose to use the Fund as a means of investing indirectly in corn, and there are risks involved in such investments. The risks and hazards that are inherent in corn production may cause the price of corn to fluctuate widely. Price movements for corn are influenced by, among other things: weather conditions, crop failure, production decisions, governmental policies, changing demand, the corn harvest cycle, and various economic and monetary events. Corn production is also subject to U.S. federal, state and local regulations that materially affect operations.
The price movements for corn are influenced by, among other things, weather conditions, crop disease, transportation difficulties, various planting, growing and harvesting problems, governmental policies, changing demand, and seasonal fluctuations in supply. More generally, commodity prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market participants. Because the Fund invests primarily in interests in a single commodity, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity pool.
The Fund is subject to the risks and hazards of the corn market because it invests in Corn Interests. The risks and hazards that are inherent in the corn market may cause the price of corn to fluctuate widely. If the changes in percentage terms of the Funds Shares accurately track the percentage changes in the Benchmark or the spot price of corn, then the price of its Shares will fluctuate accordingly.
The price and availability of corn is influenced by economic and industry conditions, including but not limited to supply and demand factors such as: crop disease and infestation (including, but not limited to, Leaf Blight, Ear Rot and Root Rot); transportation difficulties; various planting, growing, or harvesting problems; and severe weather conditions (particularly during the spring planting season and the fall harvest) such as drought, floods, or frost that are difficult to anticipate and which cannot be controlled. Demand for corn in the United States to produce ethanol has also been a significant factor affecting the price of corn. In turn, demand for ethanol has tended to increase when the price of gasoline has increased, and has been significantly affected by United States governmental policies designed to encourage the production of ethanol. Recent changes in government policy have the potential to reduce the demand for ethanol over the next several years. Additionally, demand for corn is affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends. Finally, because corn is often used as an ingredient in livestock feed, demand for corn is subject to risks associated with the outbreak of livestock disease.
Corn production is subject to United States federal, state, and local policies and regulations that materially affect operations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, the availability and competitiveness of feedstocks as raw materials, and industry profitability. Additionally, corn production is affected by laws and regulations relating to, but not limited to, the sourcing, transporting, storing, and processing of agricultural raw materials as well as the transporting, storing and distributing of related agricultural products. U.S. corn producers also must comply with various environmental laws and regulations, such as those regulating the use of certain pesticides, and local laws that regulate the production of genetically modified crops. In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.
Seasonal fluctuations in the price of corn may cause risk to an investor because of the possibility that Share prices will be depressed because of the corn harvest cycle. In the United States, the corn market is normally at its weakest point, and corn prices are lowest, shortly before and during the harvest (between September and November), due to the high supply of corn in the market. Conversely, corn prices are generally highest during the winter and spring (between December and May), when farmer-owned corn has largely been sold and used. Seasonal corn market peaks generally occur around February or March. These normal market conditions are, however, often influenced by weather patterns, and domestic and global economic conditions, among others factors, and any specific year may not necessarily follow the traditional seasonal fluctuations described above. In the futures market, these seasonal fluctuations are typically reflected in contracts expiring in the relevant season (e.g., contracts expiring during the harvest season are typically priced lower than contracts expiring in the winter and spring). Thus, seasonal fluctuations could result in an investor incurring losses upon the sale of Fund Shares, particularly if the investor needs to sell Shares when the Benchmark Component Futures Contracts are, in whole or part, Corn Futures Contracts expiring in the fall.
The CFTC and U.S. designated contract markets such as the CBOT have established position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by the Fund is not) may hold, own or control. For example, the current position limit for investments at any one time in Corn Futures Contracts are 600 spot month contracts, 33,000 contracts expiring in any other single month, and 33,000 total for all months
However, under rules proposed by the CFTC, Corn Futures Contracts, and over-the-counter corn contracts will be subject to a single position limit. These position limits are fixed ceilings that the Fund would not be able to exceed without specific CFTC authorization.
All of these limits may potentially cause a tracking error between the price of the Shares and the Benchmark. This may in turn prevent you from being able to effectively use the Fund as a way to hedge against corn-related losses or as a way to indirectly invest in corn.
The Fund does not intend to limit the size of the offering and will attempt to expose substantially all of its proceeds to the corn market utilizing Corn Interests. If the Fund encounters position limits, accountability levels, or price fluctuation limits for Corn Futures Contracts on the CBOT, it may then, if permitted under applicable regulatory requirements, purchase Other Corn Interests and/or Corn Futures Contracts listed on foreign exchanges. However, the Corn Futures Contracts available on such foreign exchanges may have different underlying sizes, deliveries, and prices. In addition, the Corn Futures Contracts available on these exchanges may be subject to their own position limits and accountability levels. In any case, notwithstanding the potential availability of these instruments in certain circumstances, position limits could force the Fund to limit the number of Creation Baskets that it sells.
Risks Specific to the Teucrium Soybean Fund
Investors may choose to use the Fund as a means of investing indirectly in soybeans, and there are risks involved in such investments. The risks and hazards that are inherent in soybean production may cause the price of soybean to fluctuate widely. Global price movements for soybean are influenced by, among other things: weather conditions, crop failure, production decisions, governmental policies, changing demand, the soybean harvest cycle, and various economic and monetary events. Soybean production is also subject to domestic and foreign regulations that materially affect operations.
As discussed in more detail above, price movements for soybeans are influenced by, among other things, weather conditions, crop disease, transportation difficulties, various planting, growing and harvesting problems, governmental policies, changing demand, and seasonal fluctuations in supply. More generally, commodity prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market participants. Because the Fund invests primarily in interests in a single commodity, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity pool.
The Fund is subject to the risks and hazards of the soybean market because it invests in Soybean Interests. The risks and hazards that are inherent in the soybean market may cause the price of soybeans to fluctuate widely. If the changes in percentage terms of the Funds Shares accurately track the percentage changes in the Benchmark or the spot price of soybeans, then the price of its Shares will fluctuate accordingly.
The price and availability of soybeans is influenced by economic and industry conditions, including but not limited to supply and demand factors such as: crop disease; weed control; water availability; various planting, growing, or harvesting problems; severe weather conditions such as drought, floods, heavy rains, frost, or natural disasters that are difficult to anticipate and which cannot be controlled; uncontrolled fires, including arson; challenges in doing business with foreign companies; legal and regulatory restrictions; transportation costs; interruptions in energy supply; currency exchange rate fluctuations; and political and economic instability. Additionally, demand for soybeans is affected by changes in international, national, regional and local economic conditions, and demographic trends. The increased production of soybean crops in South America and the rising demand for soybeans in emerging nations such as China and India have increased competition in the soybean market.
The supply of soybeans could be reduced by the spread of soybean rust. Soybean rust is a wind-borne fungal disease that attacks soybeans. Although soybean rust can be killed with chemicals, chemical treatment increases production costs for farmers.
Soybean production is subject to United States and foreign policies and regulations that materially affect operations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, and industry profitability. Additionally, soybean production is affected by laws and regulations relating to, but not limited to, the sourcing, transporting, storing and processing of agricultural raw materials as well as the transporting, storing and distributing of related agricultural products. Soybean producers also may need to comply with various environmental laws and regulations, such as those regulating the use of certain pesticides. In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.
Because processing soybean oil can create trans-fats, the demand for soybean oil may decrease due to heightened governmental regulation of trans-fats or trans-fatty acids. The U.S. Food and Drug Administration currently requires food manufacturers to disclose levels of trans-fats contained in their products, and various local governments have enacted or are considering restrictions on the use of trans-fats in restaurants. Several food processors have either switched or indicated an intention to switch to oil products with lower levels of trans-fats or trans-fatty acids.
In recent years, there has been increased global interest in the production of biofuels as alternatives to traditional fossil fuels and as a means of promoting energy independence. Soybeans can be converted into biofuels such as biodiesel. Accordingly, the soybean market has become increasingly affected by demand for biofuels and related legislation.
The costs related to soybean production could increase and soybean supply could decrease as a result of restrictions on the use of genetically modified soybeans, including requirements to segregate genetically modified soybeans and the products generated from them from other soybean products.
Seasonal fluctuations in the price of soybeans may cause risk to an investor because of the possibility that Share prices will be depressed because of the soybean harvest cycle. In the futures market, fluctuations are typically reflected in contracts expiring in the harvest season (i.e., contracts expiring during the fall are typically priced lower than contracts expiring in the winter and spring). Thus, seasonal fluctuations could result in an investor incurring losses upon the sale of Fund Shares, particularly if the investor needs to sell Shares when the Benchmark Component Futures Contracts are, in whole or part, Soybean Futures Contracts expiring in the fall.
The CFTC and U.S. designated contract markets have established position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by the Fund is not) may hold, own or control. For example, the current position limit for investments at any one time in the Soybean Futures Contracts are 600 spot month contracts, 15,000 contracts expiring in any other single month, and 15,000 total for all months. However, under rules proposed by the CFTC, Soybean Futures Contracts and over-the-counter soybean contracts will be subject to a single position limit. These position limits are fixed ceilings that the Fund would not be able to exceed without specific CFTC authorization.
All of these limits may potentially cause a tracking error between the price of the Shares and the Benchmark. This may in turn prevent you from being able to effectively use the Fund as a way to hedge against soybean-related losses or as a way to indirectly invest in soybeans.
If the Fund encounters position limits or price fluctuation limits for Soybean Futures Contracts on the CBOT, it may then, if permitted under applicable regulatory requirements, purchase Other Soybean Interests and/or Soybean Futures Contracts listed on foreign exchanges. However, the Soybean Futures Contracts available on such foreign exchanges may have different underlying sizes, deliveries, and prices. In addition, the Soybean Futures Contracts available on these exchanges may be subject to their own position limits or similar restrictions. In any case, notwithstanding the potential availability of these instruments in certain circumstances, position limits could force the Fund to limit the number of Creation Baskets that it sells.
Risks Specific to the Teucrium Sugar Fund
Investors may choose to use the Fund as a means of investing indirectly in sugar, and there are risks involved in such investments. The risks and hazards that are inherent in sugar production may cause the price of sugar to fluctuate widely. Global price movements for sugar are influenced by, among other things: weather conditions, crop failure, production decisions, governmental policies, changing demand, the sugar harvest cycle, and various economic and monetary events. Sugar production is also subject to domestic and foreign regulations that materially affect operations.
As discussed in more detail above, price movements for sugar are influenced by, among other things, weather conditions, crop disease, transportation difficulties, various planting, growing and harvesting problems, governmental policies, changing demand, and seasonal fluctuations in supply. More generally, commodity prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market participants. Because the Fund invests primarily in interests in a single commodity, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity pool.
The Fund is subject to the risks and hazards of the world sugar market because it invests in Sugar Interests. The two primary sources for the production of sugar are sugarcane and sugar beets, both of which are grown in various countries around the world. The risks and hazards that are inherent in the world sugar market may cause the price of sugar to fluctuate widely. If the changes in percentage terms of the Funds Shares accurately track the percentage changes in the Benchmark or the spot price of sugar, then the price of its Shares will fluctuate accordingly.
The global price and availability of sugar is influenced by economic and industry conditions, including but not limited to supply and demand factors such as: crop disease; weed control; water availability; various planting, growing, or harvesting problems; severe weather conditions such as drought, floods, or frost that are difficult to anticipate and which cannot be controlled; uncontrolled fires, including arson; challenges in doing business with foreign companies; legal and regulatory restrictions; fluctuation of shipping rates; currency exchange rate fluctuations; and political and economic instability. Global demand for sugar to produce ethanol has also been a significant factor affecting the price of sugar. Additionally, demand for sugar is affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends. The spread of consumerism and the rising affluence of emerging nations such as China and India have created demand for sugar. An influx of people in developing countries moving from rural to urban areas may create more disposable income to be spent on sugar products, and might also reduce sugar production in rural areas on account of worker shortages, all of which would result in upward pressure on sugar prices. On the other hand, public health concerns regarding obesity, heart disease and diabetes, particularly in developed countries, may reduce demand for sugar. In light of the time it takes to grow sugarcane and sugar beets and the cost of new facilities for processing these crops, it may not be possible to increase supply quickly or in a cost-effective manner in response to an increase in demand for sugar.
Sugar production is subject to United States and foreign policies and regulations that materially affect operations.
Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, and industry profitability.
Many foreign countries subsidize sugar production, resulting in lower prices, but this has led other countries, including the United States, to impose tariffs and import restrictions on sugar imports.
Sugar producers also may need to comply with various environmental laws and regulations, such as those regulating the use of certain pesticides.
Seasonal fluctuations in the price of sugar may cause risk to an investor because of the possibility that Share prices will be depressed because of the sugar harvest cycle. In the futures market, contracts expiring during the harvest season are typically priced lower than contracts expiring in the winter and spring. While the sugar harvest seasons varies from country to country, prices of Sugar Futures Contracts tend to be lowest in the late spring and early summer, reflecting the harvest season in Brazil, the worlds leading producer of sugarcane. Thus, seasonal fluctuations could result in an investor incurring losses upon the sale of Fund Shares, particularly if the investor needs to sell Shares when the Benchmark Component Futures Contracts are, in whole or part, Sugar Futures Contracts expiring in the late spring or early summer.
U.S. designated contract markets such as the ICE Futures and the NYMEX have established position limits and accountability levels on the maximum net long or net short Sugar Futures Contracts that any person or group of persons under common trading control may hold, own or control. The CFTC has not currently set position limits for Sugar Futures Contracts, and the ICE Futures and the NYMEX have established position limits only on spot month Sugar No. 11 Futures Contracts. For example, the ICE Futures position limit for Sugar No. 11 Futures Contracts is 5,000 spot month contracts, whereas the NYMEX Sugar No. 11 Futures limit is 1,000 contracts, generally applicable only during the last month before expiration and limits on 9,000 contracts for a single month or cumulative amount. All Sugar Futures Contracts held under the control of the Sponsor, including those held by any future series of the Trust, will be aggregated in determining the application of these position limits. However, because spot month contracts are not Benchmark Component Futures Contracts and the Funds roll strategy calls for the sale of all spot month Sugar No.11 Futures Contracts prior to the time the position limits would become applicable, it is unlikely that position limits on Sugar Futures Contracts will come into play.
NYMEX has designated position limits on NYMEX No. 11 Sugar futures of 1,000 contracts for Expiration Month. In addition, accountability levels of 9,000 contracts for any one month and a maximum of 9,000 contracts for all combined months have been established.
In contrast to position limits, accountability levels are not fixed ceilings, but rather thresholds above which an exchange may exercise greater scrutiny and control over an investor, including by imposing position limits on the investor. For example, the current ICE Futures-established accountability level for investments in Sugar No. 11 Futures Contracts for any one month is 10,000, and the accountability level for all combined months is 15,000. (The current accountability level for Sugar No. 11 Futures Contracts traded on the NYMEX is 9,000 for any one month, and 9,000 for all combined months, and ICE Futures has established no accountability level with regard to Sugar No. 16 Futures Contracts. However, ICE Futures has established position limits for Sugar No. 16 Futures Contracts of 1,000 for any one month, and 1,000 for all combined months.) However, under rules proposed by the CFTC, Sugar Futures Contracts and over-the-counter sugar contracts will be subject to a single position limit. Even though accountability levels are not fixed ceilings, the Fund does not intend to invest in Sugar Futures Contracts in excess of any applicable accountability levels.
All of these limits may potentially cause a tracking error between the price of the Shares and the Benchmark. This may in turn prevent you from being able to effectively use the Fund as a way to hedge against sugar-related losses or as a way to indirectly invest in sugar.
If the Fund encounters accountability levels, position limits, or price fluctuation limits for Sugar Futures Contracts on ICE Futures, it may then, if permitted under applicable regulatory requirements, purchase Other Sugar Interests and/or Sugar Futures Contracts listed on the NYMEX or foreign exchanges. However, the Sugar Futures Contracts available on such foreign exchanges may have different underlying sizes, deliveries, and prices. In addition, the Sugar Futures Contracts available on these exchanges may be subject to their own position limits and accountability levels. In any case, notwithstanding the potential availability of these instruments in certain circumstances, position limits could force the Fund to limit the number of Creation Baskets that it sells.
Risks Specific to the Teucrium Wheat Fund
Investors may choose to use the Fund as a means of investing indirectly in wheat, and there are risks involved in such investments. The risks and hazards that are inherent in wheat production may cause the price of wheat to fluctuate widely. Price movements for wheat are influenced by, among other things: weather conditions, crop failure, production decisions, governmental policies, changing demand, the wheat harvest cycle, and various economic and monetary events. Wheat production is also subject to U.S. federal, state and local regulations that materially affect operations.
As discussed in more detail above, price movements for wheat are influenced by, among other things, weather conditions, crop disease, transportation difficulties, various planting, growing and harvesting problems, governmental policies, changing demand, and seasonal fluctuations in supply. More generally, commodity prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market participants. Because the Fund invests primarily in interests in a single commodity, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity pool.
The Fund is subject to the risks and hazards of the wheat market because it invests in Wheat Interests.
The risks and hazards that are inherent in the wheat market may cause the price of wheat to fluctuate widely.
If the changes in percentage terms of the Funds Shares accurately track the percentage changes in the Benchmark or the spot price of wheat, then the price of its Shares will fluctuate accordingly.
The price and availability of wheat is influenced by economic and industry conditions, including but not limited to supply and demand factors such as: crop disease; weed control; water availability; various planting, growing, or harvesting problems; severe weather conditions such as drought, floods, or frost that are difficult to anticipate and which cannot be controlled. Demand for food products made from wheat flour is affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends. More specifically, demand for such food products in the United States is relatively unaffected by changes in wheat prices or disposable income, but is closely tied to tastes and preferences. For example, in recent years the increase in the popularity of low-carbohydrate diets caused the consumption of wheat flour to decrease rapidly before rebounding somewhat after 2005. Export demand for wheat fluctuates yearly, based largely on crop yields in the importing countries.
Wheat production is subject to United States federal, state and local policies and regulations that materially affect operations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, the availability and competitiveness of feedstocks as raw materials, and industry profitability. Additionally, wheat production is affected by laws and regulations relating to, but not limited to, the sourcing, transporting, storing and processing of agricultural raw materials as well as the transporting, storing and distributing of related agricultural products. U.S. wheat producers also must comply with various environmental laws and regulations, such as those regulating the use of certain pesticides, and local laws that regulate the production of genetically modified crops. In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.
Seasonal fluctuations in the price of wheat may cause risk to an investor because of the possibility that Share prices will be depressed because of the wheat harvest cycle. In the United States, the market for winter wheat, the type of wheat upon which CBOT Wheat Futures Contracts are based, is at its lowest point, and wheat prices are lowest, shortly before and during the harvest (in the spring or early summer), due to the high supply of wheat in the market. Conversely, winter wheat prices are generally highest in the fall or early winter, when the wheat harvested that year has largely been sold and used. In the futures market, these seasonal fluctuations are typically reflected in contracts expiring in the relevant season (e.g., contracts expiring during the harvest season are typically priced lower than contracts expiring in the fall and early winter). Thus, seasonal fluctuations could result in an investor incurring losses upon the sale of Fund Shares, particularly if the investor needs to sell Shares when the Benchmark Component Futures Contracts are, in whole or part, Wheat Futures Contracts expiring in the spring.
Position limits and daily price fluctuation limits set by the CFTC and the exchanges have the potential to cause tracking error, which could cause the price of Shares to substantially vary from the Benchmark and prevent you from being able to effectively use the Fund as a way to hedge against wheat-related losses or as a way to indirectly invest in wheat.
The CFTC and U.S. designated contract markets such as the CBOT have established position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by the Fund is not) may hold, own or control. For example, the current position limit for investments at any one time in CBOT Wheat Futures Contracts are 600 spot month contracts, 12,000 contracts expiring in any other single month and 12,000 contracts total for all months. However, under rules proposed by the CFTC, Wheat Futures Contracts and over-the-counter wheat contracts will be subject to a single position limit. These position limits are fixed ceilings that the Fund would not be able to exceed without specific CFTC authorization.
If the Fund encounters position limits, accountability levels, or price fluctuation limits for Wheat Futures Contracts on the CBOT, it may then, if permitted under applicable regulatory requirements, purchase Other Wheat Interests and/or Wheat Futures Contracts listed on foreign exchanges.
However, the Wheat Futures Contracts available on such foreign exchanges may have different underlying sizes, deliveries, and prices.
In addition, the Wheat Futures Contracts available on these exchanges may be subject to their own position limits and accountability levels.
In any case, notwithstanding the potential availability of these instruments in certain circumstances, position limits could force the Fund to limit the number of Creation Baskets that it sells.
Item 1B. Unresolved Staff Comments
There are no unresolved staff comments.
Item 2. Properties
Not applicable.
Item 3. Legal Proceedings
Within the past 5 years of the date of this filing, there have been no material administrative, civil or criminal actions against the Sponsor, the Trust or any of the Funds, or any principal or affiliate of any of them. This includes any actions pending, on appeal, concluded, threatened, or otherwise known to them.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
The principal trading market for the shares of CORN, SOYB, CANE, WEAT and TAGS is the NYSE Arca.
Price Range of Shares
The following table sets 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, 201 5 and 201 4 for those quarters in which it operated from the commencement of operations.
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,
201
5
:
|
High |
|
Low |
|||||||||
Quarter Ended |
||||||||||||
March 31, 201 5 |
$ | 27.12 | $ | 24.46 | ||||||||
June 30, 201 5 |
$ | 25.85 | $ | 22.41 | ||||||||
September 30, 201 5 |
$ | 26.99 | $ | 22.15 | ||||||||
December 31, 201 5 |
$ | 23.99 | $ | 21.22 |
Fiscal
Year
Ended
December
31,
201
4
:
|
High |
|
Low |
|||||||||
Quarter Ended |
||||||||||||
March 31, 201 4 |
$ | 34.66 | $ | 29.94 | ||||||||
June 30, 201 4 |
$ | 35.50 | $ | 29.43 | ||||||||
September 30, 201 4 |
$ | 29.44 | $ | 22.78 | ||||||||
December 31, 201 4 |
$ | 27.71 | $ | 22.88 |
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,
201
5
:
|
High |
Low |
||||||||||
Quarter Ended |
||||||||||||
March 31, 201 5 |
$ | 21.37 | $ | 19.29 | ||||||||
June 30, 201 5 |
$ | 20.49 | $ | 18.49 | ||||||||
September 30, 201 5 |
$ | 20.54 | $ | 17.42 | ||||||||
December 31, 201 5 |
$ | 18.41 | $ | 17.26 |
Fiscal
Year
Ended
December
31,
201
4
:
|
High |
Low |
||||||||||
Quarter Ended |
||||||||||||
March 31, 201 4 |
$ | 25.05 | $ | 22.37 | ||||||||
June 30, 201 4 |
$ | 26.32 | $ | 23.77 | ||||||||
September 30, 201 4 |
$ | 24.09 | $ | 19.14 | ||||||||
December 31, 201 4 |
$ | 21.74 | $ | 19.08 |
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,
201
5
:
|
High |
Low |
||||||||||
Quarter Ended |
||||||||||||
March 31, 201 5 |
$ | 12.95 | $ | 9.60 | ||||||||
June 30, 201 5 |
$ | 10.88 | $ | 9.05 | ||||||||
September 30, 201 5 |
$ | 9.58 | $ | 7.93 | ||||||||
December 31, 201 5 |
$ | 10.14 | $ | 8.83 |
Fiscal
Year
Ended
December
31,
201
4
:
|
High |
Low |
||||||||||
Quarter Ended |
||||||||||||
March 31, 201 4 |
$ | 16.45 | $ | 12.94 | ||||||||
June 30, 201 4 |
$ | 15.53 | $ | 14.22 | ||||||||
September 30, 201 4 |
$ | 14.96 | $ | 12.64 | ||||||||
December 31, 201 4 |
$ | 13.93 | $ | 11.79 |
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,
201
5
:
|
High |
Low |
||||||||||
Quarter Ended |
||||||||||||
March 31, 201 5 |
$ | 12.74 | $ | 10.36 | ||||||||
June 30, 201 5 |
$ | 12.26 | $ | 9.92 | ||||||||
September 30, 201 5 |
$ | 11.88 | $ | 9.24 | ||||||||
December 31, 201 5 |
$ | 10.35 | $ | 9.09 |
Fiscal
Year
Ended
December
31,
201
4
:
|
High |
Low |
||||||||||
Quarter Ended |
||||||||||||
March 31, 201 4 |
$ | 16.92 | $ | 13.40 | ||||||||
June 30, 201 4 |
$ | 17.47 | $ | 13.77 | ||||||||
September 30, 201 4 |
$ | 13.92 | $ | 10.78 | ||||||||
December 31, 201 4 |
$ | 13.92 | $ | 10.92 |
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,
201
5
:
|
High |
Low |
||||||||||
Quarter Ended |
||||||||||||
March 31, 201 5 |
$ | 33.05 | $ | 28.21 | ||||||||
June 30, 201 5 |
$ | 30.88 | $ | 27.49 | ||||||||
September 30, 201 5 |
$ | 30.91 | $ | 25.58 | ||||||||
December 31, 201 5 |
$ | 27.50 | $ | 26.00 |
Fiscal
Year
Ended
December
31,
201
4
:
|
High |
Low |
||||||||||
Quarter Ended |
||||||||||||
March 31, 201 4 |
$ | 40.05 | $ | 34.44 | ||||||||
June 30, 201 4 |
$ | 41.07 | $ | 36.35 | ||||||||
September 30, 201 4 |
$ | 36.48 | $ | 30.02 | ||||||||
December 31, 201 4 |
$ | 33.59 | $ | 29.05 |
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 for the approximate number of shareholders for each Fund of the Trust as of December 31, 201 5 .
Fund
|
Approximate Number of Shareholders |
CORN |
6,100 |
SOYB |
920 |
CANE |
600 |
WEAT |
2, 600 |
TAGS |
110 |
Use of Proceeds
|
The original registration statement on Form S-1 registering 30,000,000 common units, or Shares, of the Teucrium Corn Fund (File No. 333-162033) was declared effective on June 7, 2010. A second registration statement on Form S-1 (File No. 333-187463) which replaced the original registration statement was declared effective on April 30, 2013. From June 9, 2010 (the commencement of operations) through December 31, 201 5 , 11, 475 ,000 Shares of the Fund were sold at an aggregate offering price of $ 398,869,780 . The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund from June 9, 2010 (the commencement of operations) through December 31, 201 5 in an amount equal to $ 640,853 , resulting in net offering proceeds of $ 398,228,927 . The offering proceeds were invested in corn futures contracts and cash and cash equivalents in accordance with the Funds investment objective stated in the prospectus. |
|
The original registration statement on Form S-1 registering 10,000,000 common units, or Shares, of Teucrium Soybean Fund (File No. 333-167590) was declared effective on June 17, 2011. A second registration statement on Form S-1 (File No. 333-196210) which replaced the original registration statement was declared effective on June 30, 2014. From September 19, 2011 (the commencement of the offering) through December 31 , 201 5 , 1, 475 ,000 Shares of the Fund were sold at an aggregate offering price of $ 34,434,051 The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund through December 31 , 201 5 in an amount equal to $ 48,880 , resulting in net offering proceeds of $ 34,385,171 . The offering proceeds were invested in soybean futures contracts and cash and cash equivalents in accordance with the Funds investment obj ective stated in the prospectus. |
|
The original registration statement on Form S-1 registering 10,000,000 common units, or Shares, of Teucrium Sugar Fund (File No. 333-167585) was declared effective on June 17, 2011. A second registration statement on Form S-1 (File No. 333-196211) which replaced the original registration statement was declared effective on June 30, 2014. From September 19, 2011 (the commencement of the offering) through December 31 , 201 5 , 850 ,000 Shares of the Fund were sold at an aggregate offering price of $ 13,444,093 The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund through December 31 , 201 5 in an amount equal to $ 16,884 , resulting in net offering proceeds of $ 11,937,972 The offering proceeds were invested in sugar futures contracts and cash and cash equivalents in accordance with the Funds investment objective stated in the prospectus. |
|
The original registration statement on Form S-1 registering 10,000,000 common units, or Shares, of Teucrium Wheat Fund (File No. 333-167591) was declared effective on June 17, 2011. A second registration statement on Form S-1 (File No. 333-196209) which replaced the original registration statement was declared effective on June 30, 2014. From September 19, 2011 (the commencement of the offering) through December 31 , 201 5 , 5,025,000 Shares of the Fund were sold at an aggregate offering price of $ 68,676,10 3 The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund through December 31 , 201 5 in an amount equal to $ 83,050 , resulting in net offering proceeds of $ 66,934,146 The offering proceeds were invested in wheat futures contracts and cash and cash equivalents in accordance with the Funds investment objective stated in the prospectus. |
|
The original registration statement on Form S-1 registering 5,000,000 common units, or Shares, of Teucrium Agricultural Fund (File No. 333-173691) was declared effective on February 10, 2012. A second registration statement on Form S-1 (File No. 333-201953) which replaced the original registration statement was declared effective on April 30, 2015. From March 28, 2012 (the commencement of the offering) through December 31 , 201 5 , 350,000 Shares of the Fund were sold at an aggregate offering price of $17,706,578. The Fund paid fees to Foreside Fund Services, LLC for its services to the Fund through December 31 , 201 5 in an amount equal to $ 6,422 , resulting in net offering proceeds of $17, 700,156 . The offering proceeds were invested in Shares of the Underlying Funds and cash and cash equivalents in accordance with the Funds investment objective stated in the prospectus. |
Issuer Purchases of Equity Securities
T he Sponsor, the Trust or any Fund do not purchase s hares directly from shareholders; however, the information below details for the current period, October 1 to December 31, 201 5 , by month and for the year ended December 31, 201 5 , the share purchases in connection with the redemption of baskets by Authorized Purchasers.
Issuer Purchases of CORN Shares:
Maximum Number (or |
||||||||||||||||||||||||||||||||
Total Number of |
Approximate Dollar |
|||||||||||||||||||||||||||||||
|
Shares Purchased |
Value) of Shares that |
||||||||||||||||||||||||||||||
Total Number of |
Average Price |
as Part of Publicly |
May Yet Be Purchased |
|||||||||||||||||||||||||||||
Shares |
Paid per |
Announced Plans |
Under the Plans or |
|||||||||||||||||||||||||||||
Period |
Purchased |
Share |
or Programs |
Programs |
||||||||||||||||||||||||||||
October 1, 2015 to October 31, 2015 |
50,000 | $ | 23.24 | N/A | N/A | |||||||||||||||||||||||||||
November 1, 2015 to November 30 , 2015 |
- | $ | - | N/A | N/A | |||||||||||||||||||||||||||
December 1 , 2015 to December 31 , 2015 |
50,000 | $ | 22.02 | N/A | N/A | |||||||||||||||||||||||||||
Total |
100,000 | $ | 22.63 | |||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
January 1, 2015 to December 31, 2015 |
1,550,000 | $ | 25.01 | N/A | N/A |
Issuer Purchases of SOYB Shares:
Maximum Number (or |
||||||||||||||||||||||||||||||||
Total Number of |
Approximate Dollar |
|||||||||||||||||||||||||||||||
Average |
Shares Purchased |
Value) of Shares that |
||||||||||||||||||||||||||||||
Total Number of |
Price |
as Part of Publicly |
May Yet Be Purchased |
|||||||||||||||||||||||||||||
Shares |
Paid per |
Announced Plans |
Under the Plans or |
|||||||||||||||||||||||||||||
Period |
Purchased |
Share |
or Programs |
Programs |
||||||||||||||||||||||||||||
October 1, 2015 to October 31, 2015 |
- | $ | - | N/A | N/A | |||||||||||||||||||||||||||
November 1, 2015 to November 30 , 2015 |
- | $ | - | N/A | N/A | |||||||||||||||||||||||||||
December 1 , 2015 to December 31 , 2015 |
25,000 | $ | 17.87 | N/A | N/A | |||||||||||||||||||||||||||
Total |
25,000 | $ | 17.87 | |||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
January 1, 2015 to December 31, 2015 |
325,000 | $ | 19.74 | N/A | N/A |
Issuer Purchases of WEAT Shares:
Maximum Number (or |
||||||||||||||||||||||||||||||||
Total Number of |
Approximate Dollar |
|||||||||||||||||||||||||||||||
Average |
Shares Purchased |
Value) of Shares that |
||||||||||||||||||||||||||||||
Total Number of |
Price |
as Part of Publicly |
May Yet Be Purchased |
|||||||||||||||||||||||||||||
Shares |
Paid per |
Announced Plans |
Under the Plans or |
|||||||||||||||||||||||||||||
Period |
Purchased |
Share |
or Programs |
Programs |
||||||||||||||||||||||||||||
October 1, 2015 to October 31, 2015 |
50,000 | $ | 10.12 | N/A | N/A | |||||||||||||||||||||||||||
November 1, 2015 to November 30 , 2015 |
- | $ | - | N/A | N/A | |||||||||||||||||||||||||||
December 1 , 2015 to December 31 , 2015 |
50,000 | $ | 9.21 | N/A | N/A | |||||||||||||||||||||||||||
Total |
100,000 | $ | 9.67 | |||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
January 1, 2015 to December 31, 2015 |
50,000 | $ | 10.70 | N/A | N/A |
Issuer Purchases of CANE Shares:
Maximum Number (or |
||||||||||||||||||||||||||||||||
Total Number of |
Approximate Dollar |
|||||||||||||||||||||||||||||||
Average |
Shares Purchased |
Value) of Shares that |
||||||||||||||||||||||||||||||
Total Number of |
Price |
as Part of Publicly |
May Yet Be Purchased |
|||||||||||||||||||||||||||||
Shares |
Paid per |
Announced Plans |
Under the Plans or |
|||||||||||||||||||||||||||||
Period |
Purchased |
Share |
or Programs |
Programs |
||||||||||||||||||||||||||||
October 1, 201 5 to October 31, 201 5 |
25,000 | $ | 9.60 | N/A | N/A | |||||||||||||||||||||||||||
November 1, 201 5 to November 30 , 201 5 |
- | $ | - | N/A | N/A | |||||||||||||||||||||||||||
December 1 , 201 5 to December 31 , 201 5 |
- | $ | - | N/A | N/A | |||||||||||||||||||||||||||
Total |
25,000 | $ | 9.60 | |||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
January 1, 2015 to December 31, 2015 |
50,000 | $ | 8.89 | N/A | N/A |
Dividends
Neither the Trust nor any Fund has made and none intends 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, 201 5 , 201 4 , 201 3 , 201 2 and 2011 ).
Year ended |
Year ended |
Year ended |
Year ended |
Year ended |
||||||||||||||||||||
December 31, 201 5 |
December 31, 2014 |
December 31, 2013 |
December 31, 2012 |
December 31, 2011 |
||||||||||||||||||||
Net assets |
$ | 61,056,223 | $ | 108,459,507 | $ | 47,499,620 | $ | 37,686,512 | $ | 71,268,521 | ||||||||||||||
Net realized and unrealized gain (loss) on futures contracts |
$ | (14,193,913 | ) | $ | (4,449,213 | ) | $ | (13,252,851) | $ | 10,009,773 | $ | 1,976,091 | ||||||||||||
Net Income (Loss) |
$ | (17,183,472 | ) | $ | (7,947,064 | ) | $ | (16,269,132) | $ | 6,567,726 | $ | (472,093 | ) | |||||||||||
Weighted-average shares outstanding |
3,243,223 | 3,460,141 | 1,169,662 | 1,506,835 | 2,244,936 | |||||||||||||||||||
Net income (loss) per share |
$ | (5.38) | $ | (4.02) | $ | (13.70 | ) | $ | 2.42 | $ | 2.86 | |||||||||||||
Net income (loss) per weighted-average share |
$ | (5.30 | ) | $ | (2.30 | ) | $ | (13.91 | ) | $ | 4.36 | $ | (0.21 | ) | ||||||||||
Cash and cash equivalents at end of year |
$ | 57,110,089 | $ | 106,858,496 | $ | 42,405,220 | $ | 34,631,982 | $ | 69,022,336 |
Financial Highlights for the Teucrium Soybean Fund (for the years ended December 31, 2015, 2014, 2013, 2012, and from the commencement of operations (September 19, 2011) through December 31, 2011).
|
|
|
|
From the commencement |
|||||||||||||||||
Year ended |
Year ended |
Year ended |
Year ended |
of operations ( September 19 , 201 1 ) |
|||||||||||||||||
December 31, 201 5 |
December 31, 201 4 |
December 31, 201 3 |
December 31, 201 2 |
through December 31, 201 1 |
|||||||||||||||||
Net assets |
$ | 6,502,552 | $ | 11,956,149 | $ | 4,016,972 | $ | 6,636,175 | $ | 2,186,430 | |||||||||||
Net realized and unrealized loss on futures contracts |
$ | (1,301,212 | ) | $ | (366,913 | ) | $ | (10,938) | $ |
|
(40,425)
|
$ | (294,950) |
|
|||||||
Net loss |
$ | (1,517,824 | ) | $ | (582,405 | ) | $ | (393,523) |
|
$ |
|
(511,303) | $ | (313,670) | |||||||
Weighted-average shares outstanding |
386,237 | 251,648 | 257,127 | 250,277 | 100,004 | ||||||||||||||||
Net (loss) income per share |
$ | (3.45) | $ | (2.16) | $ | (1.18) | $ | 2.27 | $ | (3.14) | |||||||||||
Net loss per weighted-average share |
$ | (3.93) | $ | (2.31) | $ | (1.53) | $ |
|
(2.04) | $ | (3.14) | ||||||||||
Cash and cash equivalents at end of year |
$ | 5,937,824 | $ | 11,505,788 | $ | 3,765,791 | $ | 6,169,205 | $ | 2,055,369 |
Financial Highlights for the Teucrium Sugar Fund (for the years ended December 31, 2015, 2014, 2013, 2012, and from the commencement of operations (September 19, 2011) through December 31, 2011).
From the commencement |
||||||||||||||||||||||||||||||||||||||
Year ended |
Year ended |
Year ended |
Year ended |
of operations ( September 19 , 201 1 ) |
||||||||||||||||||||||||||||||||||
December 31, 201 5 |
December 31, 201 4 |
December 31, 201 3 |
December 31, 201 2 |
through December 31, 201 1 |
||||||||||||||||||||||||||||||||||
Net assets |
$ | 5,508,663 | $ | 2,661,212 | 2,468,403 | $ | 2,225,898 | $ | 2,306,249 | |||||||||||||||||||||||||||||
Net realized and unrealized loss on futures contracts |
$ | (411,880) | $ | (451,965) | (506,016 | ) | $ | (667,574 | ) | $ | (174,072 | ) | ||||||||||||||||||||||||||
Net loss |
$ | (475,806) | $ | (502,562) | (542,436 | ) | $ | (897,618 | ) | $ | (193,851 | ) | ||||||||||||||||||||||||||
Weighted-average shares outstanding |
373,018 | 195,963 | 161,031 | 116,534 | 100,004 | |||||||||||||||||||||||||||||||||
Net loss per share |
$ | (1.81 | ) | $ | (2.27 | ) | (3.71 | ) | $ | (5.25 | ) | $ | (1.94 | ) | ||||||||||||||||||||||||
Net loss per weighted-average share |
$ | (1.28 | ) | $ | (2.56 | ) | (3.37 | ) | $ | (7.70 | ) | $ | (1.94 | ) | ||||||||||||||||||||||||
Cash and cash equivalents at end of year |
$ | 4,932,791 | $ | 2,489,338 | 2,366,377 | $ | 2,088,533 | $ | 2,051,003 |
Financial Highlights for the Teucrium Wheat Fund (for the years ended December 31, 2015, 2014 2013, 2012, and from the commencement of operations (September 19, 2011) through December 31, 2011).
From the commencement |
|||||||||||||||||||||||||||||||||||||||
Year ended |
Year ended |
Year ended |
Year ended |
of operations ( September 19 , 201 1 ) |
|||||||||||||||||||||||||||||||||||
December 31, 201 5 |
December 31, 201 4 |
December 31, 201 3 |
December 31, 201 2 |
through December 31, 201 1 |
|||||||||||||||||||||||||||||||||||
Net assets |
$ | 26,529,260 | $ | 22,263,457 | $ | 7,048,087 | $ | 3,791,209 | $ | 2,235,888 | |||||||||||||||||||||||||||||
Net realized and unrealized loss on futures contracts |
$ | (7,200,826 | ) | $ | (1,070,987 | ) | $ | (2,061,837) | $ | (97,050 | ) | $ | (245,158 | ) | |||||||||||||||||||||||||
Net loss |
$ | (8,137,705 | ) | $ | (1,748,035 | ) | $ | (2,447,578) | $ | (440,262 | ) | $ | (264,212 | ) | |||||||||||||||||||||||||
Weighted-average shares outstanding |
2,470,483 | 1,408,223 | 379,525 | 148,979 | 100,004 | ||||||||||||||||||||||||||||||||||
Net loss per share |
$ | (3.57) | $ | (2.12) | $ | (6.41 | ) | $ | (1.11 | ) | $ | (2.64 | ) | ||||||||||||||||||||||||||
Net loss per weighted-average share |
$ | (3.29) | $ | (1.24) | $ | (6.45 | ) | $ | (2.96 | ) | $ | (2.64 | ) | ||||||||||||||||||||||||||
Cash and cash equivalents at end of year |
$ | 24,579,091 | $ | 21,568,368 | $ | 6,451,639 | $ | 3,356,906 | $ | 2,022,024 |
Financial Highlights for the Teucrium Agricultural Fund (for the year ended December 31, 2015, 2014, 2013 and from the commencement of operations (March 28, 2012) through December 31, 2012).
From the commencement |
||||||||||||||||||||||||||||||
Year ended |
Year ended |
Year ended |
of operations ( March 28, 2012 ) |
|||||||||||||||||||||||||||
December 31, 201 5 |
December 31, 201 4 |
December 31, 201 3 |
through December 31, 201 2 |
|||||||||||||||||||||||||||
Net assets |
$ | 1,329,390 | $ | 1,652,749 | $ | 1,896,442 | $ | 2,436,721 | ||||||||||||||||||||||
Net realized and unrealized loss on securities |
$ | (316,182) | $ | (234,501) | $ | (529,472 | ) | $ | (880,180 | ) | ||||||||||||||||||||
Net loss |
$ | (323,359) | $ | (243,693) | $ | (540,279 | ) | $ | (902,864 | ) | ||||||||||||||||||||
Weighted-average shares outstanding |
50,002 | 50,002 | 50,002 | 103,765 | ||||||||||||||||||||||||||
Net loss per share |
$ | (6.46) | $ | (4.88) | $ | (10.81 | ) | $ | (1.27 | ) | ||||||||||||||||||||
Net loss per weighted-average share |
$ | (6.47) | $ | (4.87) | $ | (10.81 | ) | $ | (8.70 | ) | ||||||||||||||||||||
Cash and cash equivalents at end of year |
$ | 1,815 | $ | 1,647 | $ | 2,880 | $ | 6,419 |
Item 7. Managements 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 F unds 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 Managements 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 Sponsors 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 Sponsors 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 Trusts 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 Trusts application of these policies involves judgments and actual results may differ from the estimates used. |
|
2. |
The Sponsor has determined that the valuation of Commodity Interests that are not traded on a U.S. or internationally recognized futures exchange (such as swaps and other over-the-counter contracts) involves a critical accounting policy. The values which are used by the Funds for futures contracts will be provided by the commodity broker who will use market prices when available, while over-the-counter contracts will be valued based on the present value of estimated future cash flows that would be received from or paid to a third party in settlement of these derivative contracts prior to their delivery date. Values will be determined on a daily basis. |
|
3. |
Commodity futures contracts held by the Funds are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statement of operations as the difference between the original contract amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the statement of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Funds earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant at a rate equal to 85% of the overnight of Federal Funds Rate. In addition, the Funds earn interest on funds held at the custodian at prevailing market rates for such investments. |
|
4. |
Cash and cash equivalents are cash held at financial intuitions in demand-deposit accounts or highly-liquid investments with original maturity dates of three months or less at inception. The Funds reported cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly-liquid nature and short-term maturities. The Funds have a substantial portion of its assets on deposit with banks. Assets deposited with financial institutions may, at times, exceed federally insured limits. |
|
5. |
The use of fair value to measure financial instruments, with related unrealized gains or losses recognized in earnings in each period is fundamental to the Trusts 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. |
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|
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 Trusts 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. |
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|
The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statement of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT or the New York Mercantile Exchange (NYMEX), or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy. |
|
6. |
Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis. |
|
7. |
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the traders broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the traders 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. |
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|
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. |
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|
Ongoing or maintenance margin requirements are computed each day by a traders 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 traders position. With respect to the Funds trading, the Funds (and not its shareholders personally) are subject to margin calls. |
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|
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated, and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions. |
|
8. |
Due from/to broker for investments in financial instruments are securities transactions pending settlement. The Trust and TAGS are subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Trust and the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. Since the inception of the Fund, the principal broker through which the Trust and TAGS clear securities transactions for TAGS is the Bank of New York Mellon Capital Markets. |
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9. |
The investment objective of TAGS is to have the daily changes in percentage terms of the Net Asset Value (NAV) of its common units (Shares) reflect the daily changes in percentage terms of a weighted average (the Underlying Fund Average) of the NAVs per share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively, the Underlying Funds). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Funds assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund. As such, TAGS will buy, sell and hold as part of its normal operations shares of the four Underlying Funds. The Trust excludes the shares of the other series of the Trust owned by the Teucrium Agricultural Fund from its statements of assets and liabilities. The Trust excludes the net change in unrealized appreciation or depreciation on securities owned by the Teucrium Agricultural Fund from its statements of operations. Upon the sale of the Underlying Funds by the Teucrium Agricultural Fund, the Trust includes any realized gain or loss in its statements of changes in net assets. |
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10. |
For 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 Funds income or loss on their income tax returns. The financial statements reflect the Funds transactions without adjustment, if any, required for income tax purposes. |
Results of Operations
The discussion below addresses the material changes in the results of operations for the year ended December 31, 2015 compared to the years ended December 31, 2014 and 2013.
CORN, SOYB, CANE WEAT and TAGS operated for the entirety of all periods discussed below. The combined results of operations for the Trust include NAGS and CRUD for all periods, up through the termination of operations on December 21, 2014. NAGS and CRUD did not operate for any part of 2015.
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). In addition, certain expenses paid by the Sponsor on behalf of the Funds for the years ended December 31, 2012 and 2013 that were subject to possible recovery from the Funds in the following year, as had been previously disclosed in aggregate for the Trust in the Forms 10-K for 2013 and 2014, have also been included in expenses and waived expenses in the year incurred by the Sponsor. These expenses, if reimbursed by the Funds to the Sponsor in 2013 or 2014 are then presented as a reimbursement of expenses previously waived. Consistent treatment has been applied to expenses which have been waived by the Sponsor in the 2014. For all expenses waived in 2014 and 2015, the Sponsor has determined that no reimbursement will be sought in future periods. Total expenses, net, which is after the impact of any expenses waived by or reimbursed to the Sponsor, are presented in the same manner as previously reported. There is, therefore, no impact to or change in the Net gain or Net loss in any period for the Trust and each Fund as a result of this change in presentation.
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Fund, including services directly attributable to the Fund such as accounting, financial reporting, regulatory compliance and trading activities, which the Sponsor elected not to outsource. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.
The 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 Trusts tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity. These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to services provided by the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing 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.
On August 17, 2015 (the Conversion Date), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds. In addition, effective on the Conversion Date, U.S. Bancorp Fund Services, LLC (USBFS), a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Funds Shares. For such services, U.S. Bank , N.A. and USBFS will receive an asset-based fee, subject to a minimum annual fee.
The Sponsor stated in the Forms 10-Q filed on August 10, 2015 and November 9, 2015, in addition to other documents filed with the Securities and Exchange Commission, that it did not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS and U.S. Bank, N.A.
Given this conversion, the Sponsor has, for the year-ended December 31, 2015, reflected an expense, before and after fees waived by the Sponsor, for fees associated with Custodian, Fund Administration and Transfer Agent services (Custodian Fees) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund. The Custodian Fees reflected in the financial statements through December 31, 2015, net of expenses waived by the Sponsor, are generally as had been presented in prior periods of 2015.
For the period January 1, 2015 to December 31, 2015, the Funds, in total, recorded an increase in expenses, gross and net of any expenses waived by or reimbursed to the Sponsor, over what had been recorded in 2014. For the year 2015, total expenses gross of any waived expenses, were $5,416,644, while total expenses, net were $4,435,961. For 2014, these were $4,814,899 and $4,554,324, respectively, and $4,312,906 and $3,941,300 for 2013. The increase in expenses for the period 2015 compared to 2014, gross of any waived expenses, was $601,745 which was driven principally by a $620,510 increase in custodian fees and expenses for the reasons discussed above. There were increases in professional fees, distribution and marketing fees and general and administrative expenses, with decreases in business permits and licenses, brokerage commissions and other expenses. Total expenses, net of expenses waived by the Sponsor and reimbursement of expenses previously waived, decreased by $118,363 for 2015 compared to 2014 due to the increase in gross expenses as discussed above which were more than offset by an increase in expenses waived by the Sponsor and the fact that there were no expenses reimbursed to the Sponsor that had been previously waived as was the case in 2014.
For the period January 1, 2015 to December 31, 2015, the Funds, in total, recorded an increase in expenses, both gross and net of any expenses waived by or reimbursed to the Sponsor, over what had been recorded in 2013. The increase in expenses, gross of any waived expenses, was $1,103,738 which was principally driven by: 1) a $503,735 increase in the management fee to the Sponsor, generated by higher average net assets, 2) a $78,773 increase in distribution and marketing fees, 3) a $631,613 increase in custodian fees and expenses for the reasons discussed above, 4) a $17,182 increase in general and administrative expenses and 5) a $22,364 increase in brokerage commissions, which was the result of an increase in contracts purchased and rolled due to higher assets under management. Partially offsetting these increases were decreases in all other categories. Total expenses, net of expenses waived by the Sponsor and reimbursement of expenses previously waived, increased by $494,661 for 2015 compared to 2013 due to the increase in gross expenses as discussed above which was partially offset by an increase in expenses waived by the Sponsor and the fact that there were no expenses reimbursed to the Sponsor that had been previously waived as was the case in 2013.
For the year ended December 31, 2015, no reimbursement to the Sponsor will be sought in any future period for expenses that has been identified as waived by the Sponsor.
For the year ended December 31, 2013, there were approximately $590,000 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Funds in 2014. At that time, the Sponsor determined that recovery of the expense amounts was not probable. For the year ended December 31, 2014, asset growth and other changes experienced by certain Funds enabled the Sponsor to claim reimbursement of $379,753 from those Funds, specifically $308,312 from CORN, $25,139 from SOYB and $46,302 from WEAT. These amounts are reflected in the combined statements of operations as a reimbursement of a previously waived expense for the Funds from which there was recovery in 2014. There was no recovery of amounts from the other Funds.
For the year ended December 31, 2012, there were approximately $560,000 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Funds in 2013. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. For the year ended December 31, 2013, asset growth and other changes experienced by certain Funds enabled the Sponsor to claim reimbursement of $509,033 from those Funds, specifically $410,405 from CORN, $46,161 from SOYB and $51,467 from WEAT. These amounts are reflected in the combined statements of operations as a reimbursement of a previously waived expense for the Funds from which there was recovery in 2013. There was no recovery of amounts from the other Funds.
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, 201 5 , the Corn Fund held a total of 3,277 CBOT Corn Futures contracts with a notional value of $61,0 52 ,950. All of these contracts had a liability fair value equaling $3,908,550. The weighting of the notional value of the contracts was weighted as follows: (1) 35% to the MAY16 contracts, the second-to-expire CBOT Corn Futures Contract, (2) 30% to JUL16 CBOT contracts, the third-to-expire CBOT Corn Futures Contract, and (3) 35% to DEC16 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 or the mid-point of the 4 pm bid and ask if no closing price is available, and TCORN for two periods. One period is December 31, 2015 compared to December 31, 2014. The second period is from the commencement of operations to December 31, 2015. The Benchmark does not reflect any impact of expenses, which would generally reduce the Funds NAV, or interest income, which would generally increase the NAV. The actual results for the NAV do include the impacts of both expenses and interest income.
Period
|
Change in CORN NAV per share |
Change in Market Price |
Change in the Benchmark (TCORN) |
|||||||||
December 31, 2014 to December 31, 2015 |
-20.21 | % | -20.35 | % | -17.03 | % | ||||||
June 9, 2010 to December 31, 2015 |
-17.84 | % | -17.72 | % | 6.41 | % |
For the Year Ended December 31, 2015 Compared to the Years Ended December 31, 2014 and 2013
On December 31, 2015, the Fund had 2,875,004 shares outstanding and net assets of $61,056,223. This is in comparison to 4,075,004 shares outstanding and net assets of $108,459,50 7 on December 31, 2014 and 1,550,004 shares outstanding with net assets of $47,499,620 on December 31, 2013. Shares outstanding decreased by 1,200,000 and 29% for the period of 2015 when compared to 2014. This decrease was, in the opinion of management, due to the above average harvests in the U.S. and other areas for the 2015-2016 crop year as well as increased concerns regarding global economic growth, particularly in China. In addition, the decreasing price of oil reduces, to some extent, the producer urgency to use grains, such as corn, as an alternative fuel or fuel additive. In total, in 2015, the Fund issued 350,000 shares and purchased 1,550 ,000 as part of creation and redemption baskets. For the period 2014 compared to 2013, there was an increase in shares outstanding of 2,525,000 and 163%. In total, in 2014, the Fund issued 5,050,000 shares and purchased 2,525,000 as part of creation and redemption baskets.
Total net assets for the Fund were $61,056,223 on December 31, 2015, compared to $108,459,507 on December 31, 2014 and $47,499,620 on December 31, 2013. The Net Asset Values (NAV) per share related to these balances were $21.2 4 , $26.62 and $30.64 respectively. This represents an increase in total net assets for the year ending December 31, 2015 versus 2013 of 29% which was driven by a combination of an increase in the number of shares outstanding, offset by a change in the NAV per share which decreased by $9.4 0 or 31%. When comparing December 31, 2014 with 2013, there was an increase in total net assets of 128%, driven by an increase in total shares outstanding of 163 % which was partially offset by a decrease in the NAV per share of $4.02 or 13%. The closing prices per share for 2015, 2014 and 2013, as reported by the NYSE Arca, were $21.22, $26.64 and $30.58, respectively. The change from December 31, 2015 over prior years was a 31% decrease from 2013 and a 20% decrease from 2014.
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, 2015 and serves to illustrate the relative changes of these components.
The total loss for the year ended December 31, 2015 was ($14,047,008) resulting primarily from the net change in realized loss on commodity futures contracts totaling ($8,533,650), and by a net change in unrealized depreciation of commodity futures contracts of ($5,660,263). Total loss was ($4,413,618) in 2014, and ($13,323,041) in 2013. 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 for year ended December 31, 2015, 2014, and 2013, respectively, was $14 6 ,905, $35,595 and $20,740. This increase year-over-year was the result of the Sponsor investing, at times, a portion of the available cash for the Fund in alternative demand-deposit savings accounts beginning in the second quarter of 2015. These accounts had higher overnight deposit rates than were available in money market products that had been utilized solely in the past . In addition, effective in mid-December 2015, interest rates paid on cash balances of the Fund increased again in light of the increases in the Federal Funds rate. Th ese higher level s of interest rate s are expected to continue in 2016, absent any decreases in the Federal Funds rate.
Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (Total expenses) for 2015 were $3,232,532; total expenses for 2014 were $3,330,404 and $3,052,934 in 2013. This represents a ($97,872) or 3% decrease for 2015 over 2014 and a $179,598 or 6% increase for 2015 over 2013. The decrease for 2015 over 2014 was driven by a $196,105 or 36% increase in professional fees related to auditing, legal and tax preparation fees, a $58,069 or 45% increase in custodian fees and expenses for the final payments to BNYM discussed above , and a $31,283 or 18% increase in general administrative expenses, brokerage commissions due to an increase in contracts purchased and rolled due to higher assets under management , offset by a ($206,693) or 21% decrease in the management fee paid to the Sponsor as a result of lower average net assets, a ($48,429) or 4% decrease in distribution and marketing fees, a ($3,732) or 12% decrease in business permits and licenses, a ($108,836) or 73% decrease in brokerage commissions due to changes in the roll procedures for certain contracts instituted by the Sponsor and a ($15,369) or 25% decrease other expenses. The decreases in operating expenses were due to expense controls under taken by the Sponsor and lower average net asset balance relative to the other Funds.
The increase for 2015 over 2013 was driven by a $347,038 or 80% increase in the management fee paid to the Sponsor as a result of higher average net assets and a $58,068 or 45% increase in custodian fees and expenses for the final payments to BNYM discussed above , offset by a ($90,993) or 11% decrease in professional fees related to auditing, legal and tax preparation fees, a ($59,914) or 5% decrease in distribution and marketing fees, a ($54,098) or 67% decrease in business permits and licenses, a ($7,935) or 4% decrease in general and administrative expenses, and a ($13,103) decrease in other expenses. The decreases in operating expenses were due to expense controls under taken by the Sponsor and lower average net asset balance relative to the other Funds. The total expense ratio gross of expenses waived by the Sponsor for these years was 4.15% in 2015, 3.37% in 2014, and 7.05% in 2013. The management fee is calculated at an annual rate of 1% of the Funds 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, 2015, the Sponsor waived fees of $96,068; the Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the year. For 2014 the Sponsor permanently waived $105,270 of expenses. For 2013 there were $426,248 of expenses waived by the Sponsor, the recovery of which is discussed below.
Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (Total expenses, net) for 2015, 2014 and 2013 were $3,136,464, $3,533,446 and $3,037,091 respectively. The total expense ratio net of expenses waived by the Sponsor periods was 4.03% in 2015, 3.57% in 2014 and 7.01% in 2013.
The lower expense ratios in 2015 and 2014, gross and net of waived expenses, were driven by increases in average net assets over 2013, reduced allocations to the Fund due to lower relative average net assets compared to the other Funds and reductions in some expenses due to initiatives undertaken by the Sponsor. Other than the management fee to the Sponsor and the brokerage commissions, most of the expenses incurred by the Fund are associated with the day-to-day operation of the Fund and the necessary functions related to regulatory compliance. These are generally based on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under management. The structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accrual. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.
For the year ended December 31, 2013, there were $426,248 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by CORN in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In 2014, asset growth and other changes experienced by CORN enabled the Sponsor to claim reimbursement of $308,312 from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.
For the year ended December 31, 2012, there were $549,718 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by CORN in 2013. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In 2013, asset growth and other changes experienced by CORN enabled the Sponsor to claim reimbursement of $410,405 from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.
Net cash provided by or used in the Funds operating activities during the year was ($17,532,410) in 2015, ($6,449,860) in 2014 and ($18,309,002) in 2013. In 2015, proceeds from the sale of shares were $8,538,198, representing 350,000 shares while payments for redemptions were $38,758,010, representing 1,550,000 shares. In 2014, proceeds from the sale of shares were $146,789,763, representing 5,050,000 shares while payments for redemptions were $77,882,812, representing 2,525,000 shares. In 2013, proceeds from the sale of shares were $59,350,451, representing 1,550,000 shares while payments for redemptions were $33,268,211, representing 850,000 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%. On December 31, 2015, the Fund held a total of 149 CBOT soybean futures contracts with a notional value of $6,498,575. Of these, 45 had an asset fair value of $16,175, while 104 contracts had a liability fair value of $238,662. The weighting of the notional value of the contracts was weighted as follows: (1) 35% to MAR16 CBOT contracts, (2) 30% to MAY16 CBOT contracts, and (3) 35% to NOV16 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) the second-to-expire Soybean Futures Contract traded on the CBOT, weighted 35%, (2) the third-to-expire CBOT Soybean Futures Contract, weighted 30%, and (3) the CBOT Soybeans Futures Contract expiring in the November following the expiration month of third-to-expire contract, weighted 35%. 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 or the mid-point of the 4 pm bid and ask if no closing price is available, and TSOYB for two periods. One period is December 31, 2015 compared to December 31, 2014. The second period is from the commencement of operations to December 31, 2015. The Benchmark does not reflect any impact of expenses, which would generally reduce the Funds NAV, or interest income, which would generally increase the NAV. The actual results for the NAV do include the impacts of both expenses and interest income.
Period
|
Change in SOYB NAV per share |
Change in Market Price |
Change in the Benchmark (TSOYB) |
|||||||||
December 31, 2014 to December 31, 2015 |
-16.61 | % | -16.52 | % | -14.03 | % | ||||||
September 19, 2011 to December 31, 2015 |
-29.69 | % | -30.90 | % | -10.49 | % |
For the Year Ended December 31, 2015 Compared to the Years Ended December 31, 2014 and 2013
On December 31, 2015, the Fund had 375,004 shares outstanding and net assets of $6,502,552. This is in comparison to 575,004 shares outstanding and net assets of $11,956,149 on December 31, 2014 and 175,004 shares outstanding with net assets of $4,016,972 on December 31, 2013. Shares outstanding decreased by 200,000 and 35% for the period of 2015 when compared to 2014 . This decrease was, in the opinion of management, due to the above average harvests in the U.S. and other areas for the 2015-2016 crop year as well as increased concerns regarding global economic growth, particularly in China. In total, in 2015, the Fund issued 125,000 shares and purchased 325,000 as part of creation and redemption baskets. For the period 2014 compared to 2013, there was an increase in shares outstanding of 400,000 and 229%. In total , in 2014, the Fund issued 500,000 shares and purchased 100,000 as part of creation and redemption baskets.
Total net assets for the Fund were $6,502,552 on December 31, 2015, compared to $11,956,149 on December 31, 2014 and $4,016,972 on December 31, 2013. The Net Asset Values (NAV) per share related to these balances were $17.34, $20.79 and $22.95 respectively. This represents an increase in total net assets for the year ending December 31, 2015 versus 2013 of 62% which was driven by a combination of an increase in the number of shares outstanding, offset by a change in the NAV per share which decreased by $5.61 or 24%. When comparing December 31, 2014 with 2013, there was an increase in total net assets of 198%, driven by an increase in total shares outstanding of 229% which was partially offset by a decrease in the NAV per share of $2.16 or 9%. The closing prices per share for 2015, 2014 and 2013, as reported by the NYSE Arca, were $17.33, $20.76 and $22.81, respectively. The change from December 31, 2015 over prior years was a 24% decrease from 2013 and a 17% decrease from 2014.
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, 2015 and serves to illustrate the relative changes of these components.
Total loss for the year ended December 31, 2015 was ($1,288,083) resulting from the net change in realized loss on commodity futures contracts totaling ($1,355,738) and a change in unrealized appreciation on commodity futures contracts of $54,526. Total loss was ($364,975) in 2014 and ($8,215) in 2013. 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 for year ended December 31, 2015, 2014, and 2013, respectively, was $13,129, $1,938 and $2,723. This increase year-over-year was the result of the Sponsor investing, at times, a portion of the available cash for the Fund in alternative demand-deposit savings accounts beginning in the second quarter of 2015. These accounts had higher overnight deposit rates than were available in money market products that had been utilized solely in the past. In addition, effective in mid-December 2015, interest rates paid on cash balances of the Fund increased again in light of the increases in the Federal Funds rate. These higher levels of interest rates are expected to continue in 2016, absent any decreases in the Federal Funds rate.
Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (Total expenses) for 2015 were $534,350; total expenses for 2014 were $257,908 and $407,004 in 2013. This represents a $276,442 or 107% increase for 2015 over 2014 and a $127,346 or 31% increase for 2015 over 2013. The increase for 2015 over 2014 was driven principally by a $17,398 or 31% increase in management fee paid to the Sponsor due to higher average net assets, a $55,509 or 60% increase in professional fees related to auditing, legal and tax preparation fees, a $55,922 or 91% increase in distribution and marketing fees, a $140,941 or 2,425% increase in custodian fees and expenses as discussed above, a $3,667 or 154% increase in brokerage commissions, and a $10,731 or 98% increase in general and administrative expenses. These were offset by a ($5,512) or 25% decrease in business permits and license fees and a ($2,214) or 33% decrease in other expenses. The increases year over year were generally due to higher average net assets relative to other funds while the decreases in operating expenses were due to expense controls under taken by the Sponsor.
The increase for 2015 over 2013 was driven principally by a $12,111 or 20% increase in management fee paid to the Sponsor due to higher average net assets, a $19,988 or 16% increase in professional fees related to auditing, legal and tax preparation fees, a $138,325 or 1,641% increase in custodian fees and expenses as discussed above, and a $3,961 or 190% increase in brokerage commissions. These were offset by a ($35,785) or 23% decrease in distribution and marketing fees, a ($1,495) or 8% decrease in business permits and license fees, a ($6,064) or 22% decrease in general and administrative expenses, and a ($3,695) or 45% decrease in other expenses. The increases year over year were generally due to higher average net assets relative to other funds while the decreases in operating expenses were due to expense controls under taken by the Sponsor. The total expense ratio gross of expenses waived by the Sponsor for these years was 7.31% in 2015, 4.59% in 2014, and 6.66% in 2013. The management fee is calculated at an annual rate of 1% of the Funds 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, 2015, the Sponsor waived fees of $304,609; the Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the year. For 2014 the Sponsor permanently waived $65,617 of expenses. For 2013 there were $68,857 of expenses waived by the Sponsor, the recovery of which is discussed below.
Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (Total expenses, net) for 2015, 2014 and 2013 were $229,741, $217,430 and $385,308 respectively. The total expense ratio net of expenses waived by the Sponsor periods was 3.14% in 2015, 3.87% in 2014 and 6.30% in 2013. These lower expense ratios in 2015, net of waived expenses, was principally driven by an increase in expenses waived by the Sponsor.
Other than the management fee to the Sponsor and the brokerage commissions, most of the expenses incurred by the Fund are associated with the day-to-day operation of the Fund and the necessary functions related to regulatory compliance. These are generally based on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under management. The structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accrual. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.
For the year ended December 31, 2013, there were $68,857 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Fund in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In 2014, asset growth and other changes experienced by the Fund enabled the Sponsor to claim reimbursement of $25,139 from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.
For the year ended December 31, 2012, there were $76,921 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Fund in 2013. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In 2013, asset growth and other changes experienced by the Fund enabled the Sponsor to claim reimbursement of $47,161 from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses
Net cash used in the Funds operating activities during the period was ($1,632,191) in 2015, ($781,585) in 2014, and ($177,734) in 2013. In 2015, proceeds from the sale of shares were $2,478,439 representing 125,000 while payments for the redemption of shares were $6,414,212 representing 325,000 shares. In 2014, proceeds from the sale of shares were $10,769,361 while payments for the redemption of shares were $2,247,779. In 2013, these amounts were $1,859,169 for issuance and $4,084,849 for redemptions.
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, 2015, the Fund held a total of 330 ICE sugar futures contracts with a notional value of $5,505,741. These contracts had an asset fair value of $364,056. The weighting of the notional value of the contracts was weighted as follows: (1) 35% to the MAY16 ICE No 11 contracts, (2) 30% to the JUL16 ICE No 11 contracts, and (3) 35% to the MAR17 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 or the mid-point of the 4 pm bid and ask if no closing price is available, and TCANE for two periods. One period is December 31, 2015 compared to December 31, 2014. The second period is from the commencement of operations to December 31, 2015. The Benchmark does not reflect any impact of expenses, which would generally reduce the Funds NAV, or interest income, which would generally increase the NAV. The actual results for the NAV do include the impacts of both expenses and interest income.
Period
|
Change in CANE NAV per share |
Change in Market Price |
Change in the Benchmark (TCANE) |
|||||||||
December 31, 2014 to December 31, 2015 |
-15.32 | % | -15.32 | % | -13.47 | % | ||||||
September 19, 2011 to December 31, 2015 |
-60.40 | % | -60.66 | % | -53.40 | % |
For the Year Ended December 31, 2015 Compared to the Years Ended December 31, 2014 and 2013
On December 31, 2015, the Fund had 550,004 shares outstanding and net assets of $5,508,663. This is in comparison to 225,004 shares outstanding and net assets of $2,661,212 on December 31, 2014 and 175,004 shares outstanding with net assets of $2,468,403 on December 31, 2013. Shares outstanding increased by 325,000 and 144% for the period of 2015 when compared to 2014 . This increase was, in the opinion of management, due to the relatively low prices, compared to recent years, for sugar in the global markets, as well as concerns regarding weather conditions in the largest sugar-producing areas. In total, in 2015, the Fund issued 375,000 shares and purchased 50,000 as part of creation and redemption baskets. For the period 2014 compared to 2013, there was an increase in shares outstanding of 50,000 and 29%. In total , in 2014, the Fund issued 75,000 shares and purchased 25,000 as part of creation and redemption baskets.
Total net assets for the Fund were $5,508,663 on December 31, 2015, compared to $2,661,212 on December 31, 2014 and $2,468,403 on December 31, 2013. The Net Asset Values (NAV) per share related to these balances were $10.02, $11.83 and $14.10 respectively. This represents an increase in total net assets for the year ending December 31, 2015 versus 2013 of 123% which was driven by a combination of an increase in the number of shares outstanding, offset by a change in the NAV per share which decreased by $9.41 or 31%. When comparing December 31, 2014 with 2013, there was a decrease in total net assets of 8%, driven by an increase in total shares outstanding of 29% which was partially offset by a decrease in the NAV per share of $2.27 or 16%. The closing prices per share for 2015, 2014 and 2013, as reported by the NYSE Arca, were $10.06, $11.88 and $14.05, respectively. The change from December 31, 2015 over prior years was a 28% decrease from 2013 and a 15% decrease from 2014.
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, 2015 and serves to illustrate the relative changes of these components.
Total loss for the year ended December 31, 2015 was ($404,210) resulting primarily from the realized loss on commodity futures contracts totaling ($1,279,891) and a gain generated by the net change in unrealized appreciation on commodity futures contracts of $868,011. Total loss was ($451,152) in 2014 and ($504,891) in 2013. 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 for year ended December 31, 2015, 2014, and 2013, respectively, was $7,670, $813 and $1,125. This increase year-over-year was the result of the Sponsor investing, at times, a portion of the available cash for the Fund in alternative demand-deposit savings accounts beginning in the second quarter of 2015. These accounts had higher overnight deposit rates than were available in money market products that had been utilized solely in the past. In addition, effective in mid-December 2015, interest rates paid on cash balances of the Fund increased again in light of the increases in the Federal Funds rate. These higher levels of interest rates are expected to continue in 2016, absent any decreases in the Federal Funds rate.
Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (Total expenses) for 2015 were $327,823; total expenses for 2014 were $171,106 and $134,692 in 2013. This represents a $156,717 or 92% increase for 2015 over 2014 and a $193,131 and 143% increase for 2015 over 2013. The increase for 2015 over 2014 was driven by increases in all categories, except for professional fees and general and administrative expenses which showed slight decreases, due principally to an increase in expenses allocated to the Fund due to higher average assets relative to the other Funds. The management fee paid to the Sponsor increased by $8,201 and 30% as a result of higher average net assets. Custodian fees and expenses increased by $135,780 for the reasons discussed above. There were increases in all categories for 2015 over 2013 which were driven principally by an increase in expenses allocated to the Fund as a result of higher average net assets relative to the other Funds. The management fee paid to the Sponsor increased by $11,571 and 48% as a result of higher average net assets. Custodian fees and expenses increased by $139,745 for the reasons discussed above. The total expense ratio gross of expenses waived by the Sponsor for these years was 9.16% in 2015, 6.26% in 2014, and 5.45% in 2013. The management fee is calculated at an annual rate of 1% of the Funds 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, 2015, the Sponsor waived fees of $256,227; the Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the year. For 2014 and 2013, there were $119,696 and $ 97,147 of expenses permanently waived by the Sponsor.
Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (Total expenses, net) for 2015, 2014 and 2013 were $71,596, $51,410 and $37,545 respectively. The total expense ratio net of expenses waived by the Sponsor periods was 2.00% in 2015, 1.88% in 2014 and 1.52% in 2013.
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 the Funds operating activities during the period was ($879,804) in 2015, ($572,410) in 2014 and ($507,097) in 2013. In 2015, proceeds from the sale of shares were $3,767,602 representing 375,000 while payments for the redemption of shares were $444,345 representing 50,000 shares. In 2014 proceeds from the sale of shares was $1,067,083 while payments for the redemption of shares were $371,712. In 2013, proceeds from the sale of shares were $784,941 with no payments for the redemption of 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, 2015, the Fund held a total of 1,086 CBOT wheat futures contracts with a notional value of $26,552,625. These contracts had a liability fair value of $1,924,464. The weighting of the notional value of the contracts was weighted as follows: (1) 35% to MAY16 CBOT contracts, (2) 30% to JUL16 CBOT contracts, and (3) 35% to DEC16 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 or the mid-point of the 4 pm bid and ask if no closing price is available, and TWEAT for two periods. One period is December 31, 2015 compared to December 31, 2014. The second period is from the commencement of operations to December 31, 2015. The Benchmark does not reflect any impact of expenses, which would generally reduce the Funds NAV, or interest income, which would generally increase the NAV. The actual results for the NAV do include the impacts of both expenses and interest income.
Period
|
Change in WEAT NAV per share |
Change in Market Price |
Change in the Benchmark (TWEAT) |
|||||||||
December 31, 2013 to December 31, 201 5 |
-28.09 | % | -28.23 | % | -25.40 | % | ||||||
September 19, 2011 to December 31, 201 5 |
-62.65 | % | -63.25 | % | -52.00 | % |
For the Year Ended December 31, 2015 Compared to the Years Ended December 31, 2014 and 2013
On December 31, 2015, the Fund had 2,900,004 shares outstanding and net assets of $26,529,260. This is in comparison to 1,750,004 shares outstanding and net assets of $22,263,457 on December 31, 2014 and 475,004 shares outstanding with net assets of $7,048,087 on December 31, 2013. Shares outstanding increased by 1,150,000 and 66% for the period of 2015 when compared to 2014. This increase was, in the opinion of management, due to the low prices relative to recent years which accelerated investor interest and concerns for weather conditions in some wheat-producing areas; this interest was somewhat mitigated by concerns regarding global economic growth, particularly in China. In total, in 2015, the Fund issued 1,675,000 shares and purchased 525,000 as part of creation and redemption baskets. For the period 2014 compared to 2013, there was an increase in shares outstanding of 1,275,000 and 268%. In total, in 2014, the Fund issued 2,575,000 shares and purchased 1,300 ,000 as part of creation and redemption baskets.
Total net assets for the Fund were $26,529,260 on December 31, 2015, compared to $22,263,457 on December 31, 2014 and $7,048,087 on December 31, 2013. The Net Asset Values (NAV) per share related to these balances were $9.15, $12.72 and $14.84 respectively. This represents an increase in total net assets for the year ending December 31, 2015 versus 2013 of 276% which was driven by a combination of an increase in the number of shares outstanding, offset by a change in the NAV per share which decreased by $5.69 or 38%. When comparing December 31, 2014 with 2013, there was an increase in total net assets of 216%, driven by an increase in total shares outstanding of 268% which was partially offset by a decrease in the NAV per share of $2.12 or 14%. The closing prices per share for 2015, 2014 and 2013, as reported by the NYSE Arca, were $9.14, $12.74 and $14.75, respectively. The change from December 31, 2015 over prior years was a 38% decrease from 2013 and a 28% decrease from 2014.
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, 2015 and serves to illustrate the relative changes of these components.
The total loss for the year ended December 31, 2015 was ($7,146,717) resulting primarily from the net change in realized loss on commodity futures contracts totaling ($4,559,863), and by a net change in unrealized depreciation of commodity futures contracts of ($2,640,963). Total loss was ($1,061,923) in 2014, and ($2,058,821) in 2013. 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 for year ended December 31, 2015, 2014, and 2013, respectively, was $54,109, $9,064 and $3,016. This increase year-over-year was the result of the Sponsor investing, at times, a portion of the available cash for the Fund in alternative demand-deposit savings accounts beginning in the second quarter of 2015. These accounts had higher overnight deposit rates than were available in money market products that had been utilized solely in the past. In addition, effective in mid-December 2015, interest rates paid on cash balances of the Fund increased again in light of the increases in the Federal Funds rate. These higher levels of interest rates are expected to continue in 2016, absent any decreases in the Federal Funds rate.
Total expenses gross of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (Total expenses) for 2015 were $1,121,704; total expenses for 2014 were $671,507 and $406,706 in 2013. This represents a $450,197 or 67% increase for 2015 over 2014 and a $714,998 and 176% increase for 2015 over 2013. The increase for 2015 over 2014 was driven by increases in all categories, except for business permits and licenses and other expenses which showed slight decreases, due principally to an increase in expenses allocated to the Fund due to higher average assets relative to the other Funds. The decreases in expense period over period were a result of expense reduction efforts taken by the Sponsor. The management fee paid to the Sponsor increased by $71,555 and 39% as a result of higher average net assets. Custodian fees and expenses increased by $160,572 for the reasons discussed above. Distribution and marketing fees increased by $136,979 or 58%, while professional fees related to auditing, legal and tax preparation fees increased by $51,450 or 32%.
There were increases in all categories for 2015 over 2013, except for small decreases in business permits and licenses and other expenses, which were driven principally by an increase in expenses allocated to the Fund due to higher average net assets relative to the other Funds. The decreases in expense period over period were a result of expense reduction efforts taken by the Sponsor. The management fee paid to the Sponsor increased by $188,297 and 284% as a result of higher average net assets. Custodian fees and expenses increased by $164,274 for the reasons discussed above. Distribution and marketing fees increased by $233,154 or 165%, while professional fees related to auditing, legal and tax preparation fees increased by $81,982 or 62%.
The total expense ratio gross of expenses waived by the Sponsor for these years was 4.40% in 2015, 3.66% in 2014, and 6.12% in 2013. The management fee is calculated at an annual rate of 1% of the Funds 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, 2015, the Sponsor waived fees of $130,716; the Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the year. For 2014 the Sponsor permanently waived $31,697 of expenses. For 2013 there were $69,416 of expenses waived by the Sponsor, the recovery of which is discussed below.
Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (Total expenses, net) for 2015, 2014 and 2013 were $990,988, $686,112 and $388,757 respectively. The total expense ratio net of expenses waived by the Sponsor periods was 3.89% in 2015, 3.74% in 2014 and 5.85% in 2013.
Other than the management fee to the Sponsor and the brokerage commissions, most of the expenses incurred by the Fund are associated with the day-to-day operation of the Fund and the necessary functions related to regulatory compliance. These are generally based on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under management. The structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accrual. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.
For the year ended December 31, 2013, there were $69,416 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Fund in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In 2014, asset growth and other changes experienced by the Fund enabled the Sponsor to claim reimbursement of $46,302 from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.
For the year ended December 31, 2012, there were $101,790 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Fund in 2013. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In 2013, asset growth and other changes experienced by the Fund enabled the Sponsor to claim reimbursement of $51,467 from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.
Net cash used in the Funds operating activities during the period was ($9,392,785) in 2015, ($1,846,676) in 2014 and ($2,681,723) in 2013. In 2015, proceeds from the sale of shares were $18,019,705 representing 1,675,000 shares while payments for redemption of shares were $5,616,197 representing 525,000 shares. In 2014, proceeds from the sale of shares were $34,552,580 while payments for the redemption of shares were $17,589,175. In 2013, proceeds from the sale of shares were $7,532,514 while payments for the redemption of shares were $1,756,058.
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 Funds 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 Funds 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 Funds assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund. The Fund does not intend to invest directly in futures contracts (Futures Contracts), although it reserves the right to do so in the future, including if an Underlying Fund ceases operations.
The investment objective of each Underlying Fund is to have the daily changes in percentage terms of its shares NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for certain Futures Contracts for the commodity specified in the Underlying Funds name. (This weighted average is referred to herein as the Underlying Funds Benchmark, the Futures Contracts that at any given time make up an Underlying Funds Benchmark are referred to herein as the Underlying Funds Benchmark Component Futures Contracts, and the commodity specified in the Underlying Funds name is referred to herein as its Specified Commodity.) Specifically, the Teucrium Corn Funds 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 Funds 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 Funds 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 Funds Benchmark because of the less liquid market for these Futures Contracts. The Teucrium Sugar Funds 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, 2015, the Fund held: 1) 15,358 shares of CORN with a fair value of $326,157; 2) 35,137 shares of WEAT with a fair value of $321,433; 3) 19,131 shares of SOYB with a fair value of $331,730; and 4) 34,474 shares of CANE with a fair value of $345,281. The weighting on December 31, 2015 was 25% to CORN, 24% to WEAT, 25% to SOYB and 26% 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 or the mid-point of the 4 pm bid and ask if no closing price is available, and TTAGS for two periods. One period is December 31, 2015 compared to December 31, 2014. The second period is from the commencement of operations to December 31, 2015. The Benchmark does not reflect any impact of expenses, which would generally reduce the Funds NAV, or interest income, which would generally increase the NAV. The actual results for the NAV do include the impacts of both expenses and interest income.
Period
|
Change in TAGS NAV per share |
Change in Market Price |
Change in the Benchmark (TTAGS) |
|||||||||
December 31, 2014 to December 31, 2015 |
-19.57 | % | -19.91 | % | -19.25 | % | ||||||
March 28, 2012 to December 31, 2015 |
-46.25 | % | -46.68 | % | -45.15 | % |
For the Year Ended December 31, 2015 Compared to the Years Ended December 31, 2014 and 2013
On December 31, 2015, 2014 and 2013, the Fund had 50,002 shares outstanding. The net assets of the Fund were $1,329,390 in 2015, $1,652,749 in 2014 and $1,896,442 in 2013. There were no shares issued or redeemed in 2015, 2014 or 2013. Effective August 2, 2012, the Fund was at 50,002 shares outstanding which represents a minimum number of shares and there could be no further redemptions until additional shares are created.
Total net assets for the Fund were $1,329,390 on December 31, 2015, compared to $1,652,749 on December 31, 2014 and $1,896,442 on December 31, 2013. The Net Asset Values (NAV) per share related to these balances were $26.59, $33.05 and $37.93 respectively. This represents a decrease in total net assets for the year ending December 31, 2015 versus 2014 of 20% and versus 2013 of 30% which were driven by a decrease in the NAV per share which decreased by $6.46 or 20% and $11.34 or 30% in the respective periods. When comparing December 31, 2014 with 2013, there was a decrease in total net assets of 13%, driven by a decrease in the NAV per share of $4.88 or 13%. The closing prices per share for 2015, 2014 and 2013, as reported by the NYSE Arca, were $26.47, $33.05 and $34.00, respectively. The change from December 31, 2015 over prior years was a 22% decrease from 2013 and 20% decrease from 2014.
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, 2015 and serves to illustrate the relative changes of these components.
Total loss for 2015 was ($316,186) resulting from the realized loss on the securities of the Underlying Funds totaling ($266,180) and a loss generated by the unrealized depreciation on the securities of the Underlying Funds of ($50,002). Total loss for the period in 2014 and 2013 was ($234,509) and ($529,479), 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 and reimbursement to the Sponsor for previously waived expenses (Total expenses) for 2015 were $200,236; total expenses for 2014 were $86,297 and $72,339 in 2013. This represents a $113,939 and 132% increase for 2015 over 2014 and a $127,897 and 177% increase for 2015 over 2013. The increase for 2015 over 2014 was driven principally by a $132,459 increase custodian fees and expenses as discussed above. There were decreases in all other categories due to lower average net assets relative to the other Funds. The increase for 2015 over 2013 was driven principally by a $133,981 increase in custodian fees and expenses as discussed above. Professional fees decreased by $16,902 or 51% while all other categories remained relatively flat period over period. The total expense ratio gross of expenses waived by the Sponsor for these years was 13.97% in 2015, 4.70% in 2014, and 3.36% in 2013.
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, 2015, the Sponsor waived fees of $193,063; the Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the year. For 2014 and 2013, these amounts were $77,113 and $61,539.
Total expenses net of expenses waived by the Sponsor and reimbursement to the Sponsor for previously waived expenses (Total expenses, net) for 2015, 2014 and 2013 were $7,173, $9,184 and $10,800 respectively. The total expense ratio net of expenses waived by the Sponsor periods was 0.50% in 2015, 0.50% in 2014 and 0.5 0 % in 2013.
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.
For the year ended December 31, 2013, there were $6,348 of expenses recorded in the financial statements of the Sponsor which could be subject to reimbursement by TAGS in 2014. At that time, the Sponsor had determined that there would be no recovery sought, and thus these expenses were not reflected on the Funds financial statements.
For the year ended December 31, 2012, there were $2,596 of expenses recorded in the financial statements of the Sponsor which could be subject to reimbursement by TAGS in 2013. At that time, the Sponsor had determined that there would be no recovery sought, and thus these expenses were not reflected on the Funds financial statements.
Net cash provided by or used in the Funds operating activities during the period was $168 in 2015, ($1,233) in 2014 and ($3,539) in 2013. There were no proceeds from creation baskets or payments for redemption baskets in 2015, 2014 or in 2013.
Benchmark Performance
The Funds are new and have a limited operating history. Investing in commodity Interests subjects the Funds to the risks of the underlying commodity market, and this could result in substantial fluctuations in the price of each Funds Shares. Unlike mutual funds, the Funds generally will not distribute dividends to Shareholders. Investors may choose to use the Funds as a means of investing indirectly in the underlying commodity, and there are risks involved in such investments. The Sponsor has limited experience operating a commodity pool. Investors may choose to use the Funds as vehicles to hedge against the risk of loss, and there are risks involved in hedging activities.
During the period from January 1, 201 5 through December 31 , 201 5 , 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., New York time). The horizontal axis of the chart shows the premium or discount expressed in basis points. The vertical axis indicates the number of trading days in the period covered by the chart. Each bar in the chart shows the number of trading days in which a Fund traded within the premium/discount range indicated. 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 FUNDS FUTURE PERFORMANCE
CORN
The performance data above for the Teucrium Corn Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Funds Shares will fluctuate so that an investor's Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted.
SOYB
The performance data above for the Teucrium Soybean Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Funds Shares will fluctuate so that an investor's Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted.
CANE
The performance data above for the Teucrium Sugar Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Funds Shares will fluctuate so that an investor's Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted.
WEAT
The performance data above for the Teucrium Wheat Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Funds Shares will fluctuate so that an investor's Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted.
TAGS
The performance data above for the Teucrium Agricultural Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Funds Shares will fluctuate so that an investor's Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted.
As of August 2, 2012, TAGS has 50,002 shares currently outstanding; this represents the minimum number of shares and, thus, no shares can be redeemed until additional shares have been created. This situation has, over the past 12 months, generated a situation in which the spread between bid/ask midpoint at 4pm and the NAV falls outside of the 1 to 49 or -1 to -49 range. The situation does not affect the actual NAV of the Fund.
Off Balance Sheet Financing
As of December 31, 201 5 , 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 Fund s do not anticipate making use of borrowings or other lines of credit to meet their obligations. T he Fund s 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 need s include: redeeming their shares, providing margin deposits for existing Futures Contracts or the purchase of additional Futures Contracts, posting collateral for over-the-counter Commodity Interests, and paying expenses .
The Funds generate cash primarily from (i) the sale of Creation Baskets and (ii) interest earned on cash, cash equivalents and their investments in Treasuries Securities. Generally, all of the net assets of the Funds are allocated to trading in Commodity Interests. Most of the assets of the Funds are held in Treasury Securities, cash and/or cash equivalents that could or are used as margin or collateral for trading in Commodity Interests. The percentage that such assets bear to the total net assets will vary from period to period as the market values of t he Commodity Interests change. Interest earned on interest-bearing assets of a Fund are paid to th at Fund .
The investments of a Funds 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 Funds market risk is the risk of loss arising from the decline in value of the contracts, not from the need to make delivery under the contracts. The Funds consider the fair value of derivative instruments to be the unrealized gain or loss on the contracts. The market risk associated with the commitment by the Funds to purchase a specific commodity will be limited to the aggregate face amount of the contacts held.
The exposure of the Funds to market risk will depend on a number of factors including the markets for the specific commodity, the volatility of interest rates and foreign exchange rates, the liquidity of the commodity-specific Interest markets and the relationships among the contracts held by each Fund.
Credit Risk
When any of the Funds enter into Commodity Interests, it will be exposed to the credit risk that the counterparty will not be able to meet its obligations. For purposes of credit risk, the counterparty for the Futures Contracts traded on the CBOT, NYMEX, and ICE is the clearinghouse associated with those exchanges. In general, clearinghouses are backed by their members who may be required to share in the financial burden resulting from the nonperformance of one of their members, which should significantly reduce credit risk. Some foreign exchanges are not backed by their clearinghouse members but may be backed by a consortium of banks or other financial institutions. Unlike in the case of exchange-traded futures contracts, the counterparty to an over-the-counter Corn Interest contract is generally a single bank or other financial institution. As a result, there will be greater counterparty credit risk in over-the-counter transactions. There can be no assurance that any counterparty, clearinghouse, or their financial backers will satisfy their obligations to any of the Funds.
The Fund s 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 Fund s as a technique to avoid taking physical delivery of a commodity futures contract, corn for example, in that a counterparty will take the Funds 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 Fund s 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.
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.
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 Funds 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 , 201 5 . 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, 2015 as Reported | 10% Decrease | 15% Decrease | 20% Decrease | 10% Increase | 15% Increase | 20% Increase | |||
Holdings as of December 31, 2015 | Number of Contracts Held | Closing Price | Notional Amount | Notional Amount | Notional Amount | Notional Amount | Notional Amount | Notional Amount | Notional Amount |
CBOT Corn Futures MAY16 | 1,172 | $ 3.645 | $ 21,359,700 | $ 19,223,730 | $ 18,155,745 | $ 17,087,760 | $ 23,495,670 | $ 24,563,655 | $ 25,631,640 |
CBOT Corn Futures JUL16 | 988 | $ 3.705 | $ 18,302,700 | $ 16,472,430 | $ 15,557,295 | $ 14,642,160 | $ 20,132,970 | $ 21,048,105 | $ 21,963,240 |
CBOT Corn Futures DEC16 | 1,117 | $ 3.83 | $ 21,390,550 | $ 19,251,495 | $ 18,181,968 | $ 17,112,440 | $ 23,529,605 | $ 24,599,133 | $ 25,668,660 |
Total CBOT Corn Futures | $ 61,052,950 | $ 54,947,655 | $ 51,895,008 | $ 48,842,360 | $ 67,158,245 | $ 70,210,893 | $ 73,263,540 | ||
Shares outstanding | 2,875,004 | 2,875,004 | 2,875,004 | 2,875,004 | 2,875,004 | 2,875,004 | 2,875,004 | ||
Net Asset Value per Share attributable directly to CBOT Corn Futures | $ 21.24 | $ 19.11 | $ 18.05 | $ 16.99 | $ 23.36 | $ 24.42 | $ 25.48 | ||
Total Net Asset Value per Share as reported | $ 21.24 | ||||||||
Change in the Net Asset Value per Share | $ -2.12 | $ -3.19 | $ -4.25 | $ 2.12 | $ 3.19 | $ 4.25 | |||
Percent Change in the Net Asset Value per Share | -10.00% | -15.00% | -20.00% | 10.00% | 15.00% | 20.00% |
SOYB:
December 31, 2015 as Reported | 10% Decrease | 15% Decrease | 20% Decrease | 10% Increase | 15% Increase | 20% Increase | |||
Holdings as of December 31, 2015 | Number of Contracts Held | Closing Price | Notional Amount | Notional Amount | Notional Amount | Notional Amount | Notional Amount | Notional Amount | Notional Amount |
CBOT Soybean Futures MAR16 | 52 | $ 8.6425 | $ 2,247,050 | $ 2,022,345 | $ 1,909,993 | $ 1,797,640 | $ 2,471,755 | $ 2,584,108 | $ 2,696,460 |
CBOT Soybean Futures MAY16 | 45 | $ 8.6950 | $ 1,956,375 | $ 1,760,738 | $ 1,662,919 | $ 1,565,100 | $ 2,152,013 | $ 2,249,831 | $ 2,347,650 |
CBOT Soybean Futures NOV16 | 52 | $ 8.8275 | $ 2,295,150 | $ 2,065,635 | $ 1,950,878 | $ 1,836,120 | $ 2,524,665 | $ 2,639,423 | $ 2,754,180 |
Total CBOT Soybean Futures | $ 6,498,575 | $ 5,848,718 | $ 5,523,789 | $ 5,198,860 | $ 7,148,433 | $ 7,473,361 | $ 7,798,290 | ||
Shares outstanding | 375,004 | 375,004 | 375,004 | 375,004 | 375,004 | 375,004 | 375,004 | ||
Net Asset Value per Share attributable directly to CBOT Soybean Futures | $ 17.33 | $ 15.60 | $ 14.73 | $ 13.86 | $ 19.06 | $ 19.93 | $ 20.80 | ||
Total Net Asset Value per Share as reported | $ 17.34 | ||||||||
Change in the Net Asset Value per Share | $ -1.73 | $ -2.60 | $ -3.47 | $ 1.73 | $ 2.60 | $ 3.47 | |||
Percent Change in the Net Asset Value per Share | -9.99% | -14.99% | -19.99% | 9.99% | 14.99% | 19.99% |
CANE:
December 31, 2015 as Reported | 10% Decrease | 15% Decrease | 20% Decrease | 10% Increase | 15% Increase | 20% Increase | |||
Holdings as of December 31, 2015 | Number of Contracts Held | Closing Price | Notional Amount | Notional Amount | Notional Amount | Notional Amount | Notional Amount | Notional Amount | Notional Amount |
ICE #11 Sugar Futures MAY16 | 115 | $ 0.1492 | $ 1,921,696 | $ 1,729,526 | $ 1,633,442 | $ 1,537,357 | $ 2,113,866 | $ 2,209,950 | $ 2,306,035 |
ICE #11 Sugar Futures JUL16 | 101 | $ 0.1464 | $ 1,656,077 | $ 1,490,469 | $ 1,407,665 | $ 1,324,862 | $ 1,821,685 | $ 1,904,489 | $ 1,987,292 |
ICE #11 Sugar Futures MAR17 | 114 | $ 0.1510 | $ 1,927,968 | $ 1,735,171 | $ 1,638,773 | $ 1,542,374 | $ 2,120,765 | $ 2,217,163 | $ 2,313,562 |
Total ICE #11 Sugar Futures | $ 5,505,741 | $ 4,955,167 | $ 4,679,880 | $ 4,404,593 | $ 6,056,315 | $ 6,331,602 | $ 6,606,889 | ||
Shares outstanding | 550,004 | 550,004 | 550,004 | 550,004 | 550,004 | 550,004 | 550,004 | ||
Net Asset Value per Share attributable directly to ICE #11 Sugar Futures | $ 10.01 | $ 9.01 | $ 8.51 | $ 8.01 | $ 11.01 | $ 11.51 | $ 12.01 | ||
Total Net Asset Value per Share as reported | $ 10.02 | ||||||||
Change in the Net Asset Value per Share | $ -1.00 | $ -1.50 | $ -2.00 | $ 1.00 | $ 1.50 | $ 2.00 | |||
Percent Change in the Net Asset Value per Share | -9.99% | -14.99% | -19.99% | 9.99% | 14.99% | 19.99% |
WEAT:
December 31, 2015 as Reported | 10% Decrease | 15% Decrease | 20% Decrease | 10% Increase | 15% Increase | 20% Increase | |||
Holdings as of December 31, 2015 | Number of Contracts Held | Closing Price | Notional Amount | Notional Amount | Notional Amount | Notional Amount | Notional Amount | Notional Amount | Notional Amount |
CBOT Wheat Futures MAY16 | 390 | $ 4.7650 | $ 9,291,750 | $ 8,362,575 | $ 7,897,988 | $ 7,433,400 | $ 10,220,925 | $ 10,685,513 | $ 11,150,100 |
CBOT Wheat Futures JUL16 | 330 | $ 4.8325 | $ 7,973,625 | $ 7,176,263 | $ 6,777,581 | $ 6,378,900 | $ 8,770,988 | $ 9,169,669 | $ 9,568,350 |
CBOT Wheat Futures DEC16 | 366 | $ 5.0750 | $ 9,287,250 | $ 8,358,525 | $ 7,894,163 | $ 7,429,800 | $ 10,215,975 | $ 10,680,338 | $ 11,144,700 |
Total CBOT Wheat Futures | $ 26,552,625 | $ 23,897,363 | $ 22,569,731 | $ 21,242,100 | $ 29,207,888 | $ 30,535,519 | $ 31,863,150 | ||
Shares outstanding | 2,900,004 | 2,900,004 | 2,900,004 | 2,900,004 | 2,900,004 | 2,900,004 | 2,900,004 | ||
Net Asset Value per Share attributable directly to CBOT Wheat Futures | $ 9.16 | $ 8.24 | $ 7.78 | $ 7.32 | $ 10.07 | $ 10.53 | $ 10.99 | ||
Total Net Asset Value per Share as reported | $ 9.15 | ||||||||
Change in the Net Asset Value per Share | $ -0.92 | $ -1.37 | $ -1.83 | $ 0.92 | $ 1.37 | $ 1.83 | |||
Percent Change in the Net Asset Value per Share | -10.01% | -15.01% | -20.01% | 10.01% | 15.01% | 20.01% |
TAGS:
December 31, 2015 as Reported | 10% Decrease | 15% Decrease | 20% Decrease | 10% Increase | 15% Increase | 20% Increase | |||
Holdings as of December 31, 2015 | Number of Shares Held | Closing NAV | Fair Value | Fair Value | Fair Value | Fair Value | Fair Value | Fair Value | Fair Value |
Teucrium Corn Fund | 15,358 | $ 21.2369 | $ 326,157 | $ 293,541 | $ 277,233 | $ 260,926 | $ 358,773 | $ 375,081 | $ 391,388 |
Teucrium Soybean Fund | 19,131 | $ 17.3399 | $ 331,730 | $ 298,557 | $ 281,971 | $ 265,384 | $ 364,903 | $ 381,490 | $ 398,076 |
Teucrium Sugar Fund | 34,474 | $ 10.0157 | $ 345,281 | $ 310,753 | $ 293,489 | $ 276,225 | $ 379,809 | $ 397,073 | $ 414,337 |
Teucrium Wheat Fund | 35,137 | $ 9.1480 | $ 321,433 | $ 289,290 | $ 273,218 | $ 257,146 | $ 353,576 | $ 369,648 | $ 385,720 |
Total value of shares of the Underlying Funds | $ 1,324,601 | $ 1,192,141 | $ 1,125,911 | $ 1,059,681 | $ 1,457,061 | $ 1,523,291 | $ 1,589,521 | ||
Shares outstanding | 50,002 | 50,002 | 50,002 | 50,002 | 50,002 | 50,002 | 50,002 | ||
Net Asset Value per Share attributable directly to shares of the Underlying Funds | $ 26.49 | $ 23.84 | $ 22.52 | $ 21.19 | $ 29.14 | $ 30.46 | $ 31.79 | ||
Total Net Asset Value per Share as reported | $ 26.59 | ||||||||
Change in the Net Asset Value per Share | $ -2.65 | $ -3.97 | $ -5.30 | $ 2.65 | $ 3.97 | $ 5.30 | |||
Percent Change in the Net Asset Value per Share | -9.96% | -14.94% | -19.93% | 9.96% | 14.94% | 19.93% |
Qualitative Risk Analysis
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the traders broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the traders performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage (ranging upward from less than 2%) of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than are customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Funds clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or maintenance margin requirements are computed each day by a traders 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 traders position. With respect to the various Funds trading, the Funds (and not its shareholders personally) are subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
The Dodd-Frank Act requires the CFTC, the SEC and the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Farm Credit System and the Federal Housing Finance Agency (collectively, the Prudential Regulators) to establish both initial and variation margin requirements on all swaps that are not cleared by a registered clearing organization (i.e., uncleared or over-the-counter swaps). The proposed rules would require swap dealers and major swap participants to collect both variation and initial margin from their financial entity counterparties such as the Funds or Underlying Funds but would not require these swap dealers or major swap participants to post variation margin or initial margin to the Funds or Underlying Funds. The CFTC and the Prudential Regulators have proposed rules addressing margin requirements but have not implemented any rules on these issues.
An exchange for related position (EFRP) can be used by the Fund as a technique to facilitate the exchanging of a futures hedge position against a creation or redemption order, and thus the Fund may use an EFRP transaction in connection with the creation and redemption of shares. The market specialist/market maker that is the ultimate purchaser or seller of shares in connection with the creation or redemption basket, respectively, agrees to sell or purchase a corresponding offsetting futures position which is then settled on the same business day as a cleared futures transaction by the FCMs. The Fund will become subject to the credit risk of the market specialist/market maker until the EFRP is settled or terminated. The Fund reports all activity related to EFRP transactions under the procedures and guidelines of the CFTC and the exchanges on which the futures are traded.
For the periods ended December 31 , 201 5 , the only counterparty risk to which the Funds were subject was that in association with EFRPs as described above.
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, assessed the effectiveness of the Trusts and each Funds internal control over financial reporting as of December 31, 201 5 . 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, the Trust believes that, as of December 31, 201 5 , the internal control over financial reporting is effective.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
On June 30, 2014, KPMG LLP (KPMG) acquired certain assets of ROTHSTEIN-KASS, P.A. (d/b/a Rothstein Kass & Company, P.C.) and certain of its affiliates (Rothstein Kass), the independent registered public accounting firm for the Sponsor, the Trust and the Funds. As a result of this transaction, on June 30, 2014, Rothstein Kass resigned as the independent registered public accounting firm for the Sponsor, the Trust, the Funds and the Sponsor. The authorized officers (the Officers) of the Sponsor approved the engagement of KPMG as the new independent registered public accounting firm for the Sponsor , the Trust and the Funds and on July 29, 2014, KPMG completed its client evaluation procedures and accepted the engagement.
The Officers approved the dismissal of KPMG as the independent registered public accounting firm for the Sponsor , the Trust and the Funds and KPMG was dismissed on October 3, 2014. The engagement of Grant Thornton LLP as the new independent registered public accounting firm for the Sponsor , the Trust and the Funds was approved by the Officers, and Grant Thornton LLP completed its client evaluation procedures and accepted the engagement, replacing KPMG as of October 3, 2014.
T here were no disagreements with Grant Thornton on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures for the year-ended December 31, 201 5 .
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 Trusts 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 SECs rules and forms for the Trust , as well as separately for each Fund that is a series of the Trust .
Management of the Sponsor of the Funds (Management), including Dale Riker, its Principal Executive Officer and Barbara Riker, its Principal Financial Officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of the Trust if the Trust had any officers, have evaluated the effectiveness of the design and operation of the Trusts and each Funds 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 Trusts and each Funds disclosure controls and procedures were effective to ensure that information the Trust is required to disclose in the reports that it files or submits with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs 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.
Managements Annual Report on Internal Control over Financial Reporting
The Trust and each Fund are responsible for establishing and maintaining adequate internal control over financial reporting. The Trusts and each Funds 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, including Dale Riker, Principal Executive Officer of the Sponsor, and Barbara Riker, 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 Trusts and each Funds internal control over financial reporting as of December 31, 201 5 . 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, 201 5 , 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 201 5 , has issued an attestation report on the Trust and each Funds internal control over financial reporting for that period.
Changes in Internal Control over Financial Reporting
Th ere has been no change in the Trusts 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 Trusts last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trusts 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 Sponsors 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
232 Hidden Lake Road
Building A
Brattleboro, Vermont 05301
Phone: (802) 257-1617
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 Funds 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 Funds 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 Trusts fiscal year-end . For the year ended December 31, 201 5 , based solely on a review of the Section 16(a) reports furnished to the Trust and written representation by the Trusts 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 201 5 , the Funds recognized $ 1,143,253 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management
|
a. |
Security Ownership of Certain Beneficial Owners. The following table sets forth shares as of December 31, 201 5 , information with respect to each person known to own beneficially more than 5% of the outstanding shares of any series in the Trust * :
|
Series of the Trust | Name | Address |
Amount and Nature of |
Percent of Class |
|
|
|
Beneficial Ownership |
|
CANE | Counsel Global Trend Strategy | Mississauga, Ontario Canada | 205,021 common units | 37.3% |
CANE | Teucrium Agricultural Fund | Brattleboro, VT 05301 | 35,474 common units | 6.4% |
CANE | Guotai Junan Securities | Hong Kong, China | 30,000 common units | 5.5% |
SOYB | Cathay Securities Corporation | Taipei, Taiwan | 21,500 common units | 5.7% |
SOYB | Teucrium Agricultural Fund | Brattleboro, VT 05301 | 19,131 common units | 5.1% |
WEAT | Nordea Bank SA | Luxembourg, Luxembourg | 202,500 common units | 7.0% |
WEAT | Cathay Life Ins Co, LTD | Taipei, Taiwan | 150,000 common units | 5.2% |
TAGS | Susquehanna Capital Group | Bala Cynwyd, PA 19004 | 2,999 common units | 6.0% |
TAGS | Knight Capital Americas LP | Jersey City, NJ 07310 | 2,866 common units | 5.7% |
TAGS | Hunting Hill Equity Arbitrage | New York, NY 10170 | 10,146 common units | 20.3% |
* The information reported is based upon information received in conjunction with the preparation of Form K-1s for the Funds on or about February 15 , 2015.
b. Security Ownership of Management (as of December 31, 201 5 )*.
The following table sets forth information regarding the beneficial ownership of shares by the executive officers of the Sponsor. Except as listed, no other executive officer is a beneficial owner of shares of any series of the Trust.
Series of the Trust | Name and Position | Number Common Units | Nature of Beneficial Ownership |
CORN | Sal Gilbertie , President | 401 | Direct |
SOYB | Sal Gilbertie , President | 100 | Direct |
TAGS |
Sal
Gilbertie
, President
|
1,100 | Direct |
CANE | Sal Gilbertie , President | 500 | Direct |
WEAT | Sal Gilbertie , President | 200 | Direct |
TAGS | Dale Riker, Chief Executive Officer | 200 | Indirect |
* No beneficial owner listed above beneficially owns one percent of any class.
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 Rothstein Kass, KPMG and Grant Thornton, as applicable, for the years ended December 31, 201 5 and December 31, 201 4 were:
|
|
Years Ended |
|
|||||
|
|
December 31, 2015 |
|
|
December 31, 2014 |
|
||
Audit fees - Rothstein Kass |
|
$ |
6,500 |
|
|
$ |
28,000 |
|
Audit fees KPMG |
|
$ |
- |
|
|
$ |
41,200 |
|
Audit fees Grant Thornton |
|
$ |
370,275 |
|
|
$ |
157,500 |
|
Total |
|
$ |
376,775 |
|
|
$ |
226,700 |
|
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:
3.1 |
|
Second Amended and Restated Declaration of Trust and Trust Agreement of the Registrant. (1) |
|
|
|
3.2 |
|
Certificate of Trust of the Registrant. (2) |
|
|
|
3.3 |
|
Instrument Establishing the Fund. (3) |
|
|
|
10.1 |
|
Form of Authorized Purchaser Agreement. (8) |
|
|
|
10.2 |
|
Distribution Services Agreement. (4) |
|
|
|
10.3 |
|
Amended and Restated Distribution Services Agreement. (5) |
|
|
|
10.4 |
|
Amendment to Amended and Restated Distribution Services Agreement. (6)
|
10.5 |
|
Second Amendment to Amended and Restated Distribution Services Agreement (7) |
|
|
|
10.6 |
|
Third Amendment to Amended and Restated Distribution Services Agreement (9)
|
10.7
|
|
Fourth Amendment to Amended and Restated Distribution Services Agreement (10)
|
10.8 |
|
Custody Agreement. (11) |
|
|
|
10.9 |
|
Fund Accounting Servicing Agreement (11) |
|
|
|
10.10 |
|
Transfer Agent Servicing Agreement (11)
|
10.11 |
|
Fund Administration Servicing Agreement (11) |
|
|
|
31.1 |
|
Certification by the Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (11)
|
31.2 |
|
Certification by the Principal Financial Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (11) |
|
|
|
32.1 |
|
Certification by the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (11) |
|
|
|
32.2 |
|
Certification by the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (11) |
|
|
|
101.INS |
|
XBRL Instance Document (10) |
|
|
|
101.SCH |
|
XBRL Taxonomy Extension Schema (10) |
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase (10) |
|
|
|
101.DEF |
|
XBRL Taxonomy Definition Linkbase (10) |
|
|
|
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase (10) |
|
|
|
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase (10) |
|
|
(1) Previously filed as like-numbered exhibit to Post-Effective Amendment No. 1 to Registration Statement No. 333-162033, filed on October 22, 2010 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 10.2 to Post-Effective Amendment No. 1 to Registration Statement No. 333-162033, filed on October 22, 2010 and incorporated by reference herein. |
|
|
(5) Previously filed as Exhibit 10.2(1) to Registrants Current Report on Form 8-K for the Teucrium Corn Fund, filed on November 1, 2011 and incorporated herein by reference. |
|
|
(6) Previously filed as Exhibit 10.2(2) to Registrants Current Report on Form 8-K for the Teucrium Corn Fund, filed on November 1, 2011 and incorporated by reference herein. |
|
|
(7) Previously filed as Exhibit 10.2(3) to Registrants 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 like-numbered exhibit to Pre-Effective Amendment No. 1 to Registration Statement No. 333-173691, filed on December 5, 2011. |
|
|
(9) Previously filed as Exhibit 10.5 to Pre-Effective Amendment No.1 to Registration Statement No. 333-187463, filed on April 26, 2013. |
|
|
(10) Previously filed as Exhibit to 10.9 to Registration Statement No. 333-201953, filed on February 9, 2015 and incorporated by reference herein. |
|
|
(11) Filed herewith. |
|
|
(12) In accordance with Rule 402 of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
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/ Dale Riker | |
Name: | Dale Riker | |
Title: | Chief Executive Officer | |
By: | /s/ Barbara Riker | |
Name: | Barbara Riker | |
Chief Financial Officer | ||
Date: March 15, 2016 |
TEUCRIUM COMMODITY TRUST
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2015
Index to Financial Statements
Report of Independent Registered Public Accounting Firm
To the Executive Committee of the Sponsor of
Teucrium Commodity Trust
We have audited the accompanying combined statements of assets and liabilities of Teucrium Commodity Trust, (a Delaware statutory trust), (the Trust), including the combined schedules of investments, as of December 31, 2015 and 2014, and the related combined statements of operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2015. These financial statements are the responsibility of the Trusts management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Teucrium Commodity Trust as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2015 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), the Trusts internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 15, 2016 expressed an unqualified opinion.
/s/ GRANT THORNTON LLP
Iselin, New Jersey
March 15, 2016
Report of Independent Registered Public Accounting Firm
To the Executive Committee of the Sponsor of
Teucrium Commodity Trust
We have audited the internal control over financial reporting of Teucrium Commodity Trust (a Delaware statutory trust) (the Trust) as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Trusts 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 Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Trusts internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.
A trusts 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 trusts 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 trusts 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.
In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the combined financial statements of the Trust as of and for the year ended December 31, 2015, and our report dated March 15, 2016 expressed an unqualified opinion on those financial statements.
/s/ GRANT THORNTON LLP
Iselin, New Jersey
March 15, 2016
Report of Independent Registered Public Accounting Firm
To the Sponsor of
Teucrium Commodity Trust
We have audited the accompanying statements of operations, changes in net assets and cash flows of the Teucrium Commodity Trust (the Trust) for the year ended December 31, 2013 . These financial statements are the responsibility of the Trusts management. Our responsibility is to express an opinion on these financial statements based on our audit .
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements of the Teucrium Commodity Trust referred to above present fairly, in all material respects, the results of its operations, changes in its net assets and its cash flows for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
/s/Rothstein Kass
Walnut Creek, California
March 14, 2014
TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2015 | December 31, 2014 | ||||||||||
Assets | |||||||||||
Cash and cash equivalents | $ | 92,561,610 | $ | 142,423,637 | |||||||
Interest receivable | 776 | 9,995 | |||||||||
Restricted cash | 307,683 | - | |||||||||
Other assets | 723,450 | 592,812 | |||||||||
Equity in trading accounts: | |||||||||||
Commodity futures contracts | 380,231 | 4,381,263 | |||||||||
Due from broker | 11,790,423 | 2,966,006 | |||||||||
Total equity in trading accounts | 12,170,654 | 7,347,269 | |||||||||
Total assets | $ | 105,764,173 | $ | 150,373,713 | |||||||
Liabilities | |||||||||||
Management fee payable to Sponsor | 82,863 | 131,827 | |||||||||
Other liabilities | 8,147 | 138,906 | |||||||||
Payable for shares redeemed | - | 1,996,185 | |||||||||
Equity in trading accounts: | |||||||||||
Commodity futures contracts | 6,071,676 | 2,694,018 | |||||||||
Due to broker | - | 60,805 | |||||||||
Total equity in trading accounts | 6,071,676 | 2,754,823 | |||||||||
Total liabilities | 6,162,686 | 5,021,741 | |||||||||
Net Assets | $ | 99,601,487 | $ | 145,351,972 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM COMMODITY TRUST
COMBINED SCHEDULE OF INVESTMENTS
December 31, 2015
Percentage of | ||||||||||||||||||||||
Description: Assets | Fair Value |
|
Net Assets | Shares | ||||||||||||||||||
Cash equivalents | ||||||||||||||||||||||
Money market funds | ||||||||||||||||||||||
Fidelity Institutional Prime Money Market Portfolio (cost $ 2,539,642 ) | $ | 2,539,642 | 2.55 | % | 2,539,642 | |||||||||||||||||
Notional Amount | ||||||||||||||||||||||
(Long Exposure) |
|
|||||||||||||||||||||
Commodity futures contracts | ||||||||||||||||||||||
United States soybean futures contracts | ||||||||||||||||||||||
CBOT soybean futures MAY16 ( 45 contracts) | $ | 16,175 | 0.02 | % | $ | 1,956,375 | ||||||||||||||||
United States sugar futures contracts | ||||||||||||||||||||||
ICE sugar futures MAY16 ( 115 contracts) | 151,973 | 0.15 | 1,921,696 | |||||||||||||||||||
ICE sugar futures JUL16 ( 101 contracts) | 199,517 | 0.20 | 1,656,077 | |||||||||||||||||||
ICE sugar futures MAR17 ( 114 contracts) | 12,566 | 0.01 | 1,927,968 | |||||||||||||||||||
Total commodity futures contracts | $ | 380,231 | 0.38 | % | $ | 7,462,116 | ||||||||||||||||
Percentage of | Notional Amount | |||||||||||||||||||||
Description: Liabilities | Fair Value | Net Assets | (Long Exposure) |
|
||||||||||||||||||
Commodity futures contracts | ||||||||||||||||||||||
United States corn futures contracts | ||||||||||||||||||||||
CBOT corn futures MAY16 ( 1,172 contracts) | $ | 1,910,013 | 1.92 | % | $ | 21,359,700 | ||||||||||||||||
CBOT corn futures JUL16 ( 988 contracts) | 925,750 | 0.93 | 18,302,700 | |||||||||||||||||||
CBOT corn futures DEC16 ( 1,117 contracts) | 1,072,787 | 1.08 | 21,390,550 | |||||||||||||||||||
United States soybean futures contracts | ||||||||||||||||||||||
CBOT soybean futures MAR16 ( 52 contracts) | 30,075 | 0.03 | 2,247,050 | |||||||||||||||||||
CBOT soybean futures NOV16 ( 52 contracts) | 208,587 | 0.21 | 2,295,150 | |||||||||||||||||||
United States wheat futures contracts | ||||||||||||||||||||||
CBOT wheat futures MAY16 ( 390 contracts) | 379,713 | 0.38 | 9,291,750 | |||||||||||||||||||
CBOT wheat futures JUL16 ( 330 contracts) | 331,313 | 0.33 | 7,973,625 | |||||||||||||||||||
CBOT wheat futures DEC16 ( 366 contracts) | 1,213,438 | 1.22 | 9,287,250 | |||||||||||||||||||
Total commodity futures contracts | $ | 6,071,676 | 6.10 | % | $ | 92,147,775 | ||||||||||||||||
Exchange-traded funds* | Shares | |||||||||||||||||||||
Teucrium Corn Fund | $ | 326,157 | 0.33 | % | 15,358 | |||||||||||||||||
Teucrium Soybean Fund | 331,730 | 0.33 | 19,131 | |||||||||||||||||||
Teucrium Sugar Fund | 345,281 | 0.35 | 34,474 | |||||||||||||||||||
Teucrium Wheat Fund | 321,433 | 0.32 | 35,137 | |||||||||||||||||||
Total exchange-traded funds (cost $ 2,126,379 ) | $ | 1,324,601 | 1.33 | % |
* 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 SCHEDULE OF INVESTMENTS
December 31, 2014
Percentage of | ||||||||||||||||||||||
Description: Assets | Fair Value |
|
Net Assets | Shares | ||||||||||||||||||
Cash equivalents | ||||||||||||||||||||||
Money market funds | ||||||||||||||||||||||
Dreyfus Cash Management - Institutional (cost $ 142,419,068 ) | $ | 142,419,068 | 97.98 | % | 142,419,068 | |||||||||||||||||
Notional Amount | ||||||||||||||||||||||
(LongExposure) |
|
|||||||||||||||||||||
Commodity futures contracts | ||||||||||||||||||||||
United States corn futures contracts | ||||||||||||||||||||||
CBOT corn futures MAY15 ( 1,868 contracts) | $ | 3,492,987 | 2.40 | % | $ | 37,897,050 | ||||||||||||||||
CBOT corn futures JUL15 ( 1,579 contracts) | 158,650 | 0.11 | 32,566,875 | |||||||||||||||||||
United States wheat futures contracts | ||||||||||||||||||||||
CBOT wheat futures MAY15 ( 262 contracts) | 687,450 | 0.47 | 7,787,950 | |||||||||||||||||||
CBOT wheat futures JUL15 ( 223 contracts) | 42,176 | 0.03 | 6,662,125 | |||||||||||||||||||
Total commodity futures contracts | $ | 4,381,263 | 3.01 | % | $ | 84,914,000 | ||||||||||||||||
|
Percentage of | Notional Amount | ||||||||||||||||||||
Description: Liabilities | Fair Value | Net Assets | (LongExposure) |
|
||||||||||||||||||
Commodity futures contracts | ||||||||||||||||||||||
United States corn futures contracts | ||||||||||||||||||||||
CBOT corn futures DEC15 ( 1,808 contracts) | $ | 1,899,925 | 1.31 | % | $ | 38,058,400 | ||||||||||||||||
|
||||||||||||||||||||||
United States soybean futures contracts | ||||||||||||||||||||||
CBOT soybean futures MAR14 ( 82 contracts) | 7,612 | 0.01 | 4,196,350 | |||||||||||||||||||
CBOT soybean futures MAY14 ( 69 contracts) | 126,663 | 0.09 | 3,555,225 | |||||||||||||||||||
CBOT Soybean futures NOV14 ( 83 contracts) | 142,738 | 0.10 | 4,172,825 | |||||||||||||||||||
United States sugar futures contracts | ||||||||||||||||||||||
ICE sugar futures MAY15 ( 55 contracts) | 241,953 | 0.17 | 919,072 | |||||||||||||||||||
ICE sugar futures JUL15 ( 47 contracts) | 98,930 | 0.07 | 802,760 | |||||||||||||||||||
ICE sugar futures MAR16 ( 51 contracts) | 163,072 | 0.11 | 937,910 | |||||||||||||||||||
United States wheat futures contracts | ||||||||||||||||||||||
CBOT wheat futures DEC15 ( 254 contracts) | 13,125 | 0.01 | 7,807,325 | |||||||||||||||||||
Total commodity futures contracts | $ | 2,694,018 | 1.87 | % | $ | 60,449,867 | ||||||||||||||||
Exchange-traded funds* | Shares | |||||||||||||||||||||
Teucrium Corn Fund | $ | 413,423 | 0.28 | % | 15,533 | |||||||||||||||||
Teucrium Soybean Fund | 418,586 | 0.29 | 20,131 | |||||||||||||||||||
Teucrium Sugar Fund | 414,243 | 0.28 | 35,024 | |||||||||||||||||||
Teucrium Wheat Fund | 394,850 | 0.27 | 31,037 | |||||||||||||||||||
Total exchange-traded funds (cost $ 2,392,877 ) | $ | 1,641,102 | 1.12 | % |
* |
The Trust eliminates the shares owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities due to the fact that these represent holdings of the Underlying Funds owned by the Teucrium Agricultural Fund, which are included as shares outstanding of the Underlying Funds.
|
The accompanying notes are an integral part of these financial statements.
TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF OPERATIONS
Year ended | Year ended | Year ended | ||||||||||
December 31, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Income | ||||||||||||
Realized and unrealized (loss) gain on trading of commodity futures contracts: | ||||||||||||
Realized (loss) gain on commodity futures contracts | $ | (15,729,142 | ) | $ | ( 14,566,828 | ) | $ | ( 12,841,479 | ) | |||
Net change in unrealized appreciation or depreciation on commodity futures contracts | (7,378,689 | ) | 7,476,470 |
|
(2,847,023 | ) | ||||||
Realized gain on securities | - | - | 70 | |||||||||
Interest income | 221,809 | 48,353 | 30,327 | |||||||||
Total loss | (22,886,022 | ) | ( 7,042,005 | ) | (15,658,105 | ) | ||||||
Expenses | ||||||||||||
Management fees | 1,143,253 | 1,287,226 | 639,518 | |||||||||
Professional fees | 1,197,938 | 1,044,808 | 1,254,191 | |||||||||
Distribution and marketing fees | 1,763,168 | 1,656,797 | 1,684,395 | |||||||||
Custodian fees and expenses | 779,473 | 158,963 | 147,860 | |||||||||
Business permits and licenses fees | 88,529 | 161,525 | 159,284 | |||||||||
General and administrative expenses | 311,620 | 250,198 | 294,438 | |||||||||
Brokerage commissions | 71,854 | 171,561 | 49,490 | |||||||||
Other expenses | 60,809 | 83,821 | 83,730 | |||||||||
Total expenses | 5,416,644 | 4,814,899 | 4,312,906 | |||||||||
Expenses waived by the Sponsor | (980,683 | ) | ( 640,328 | ) | ( 880,639 | ) | ||||||
Reimbursement of expenses previously waived | - | 379,753 | 509,033 | |||||||||
Total expenses, net | 4,435,961 | 4,554,324 | 3,941,300 | |||||||||
Net loss | $ | (27,321,983 | ) | $ | ( 11,596,329 | ) | $ | (19,599,405 | ) |
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, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Operations | ||||||||||||
Net loss | $ | (27,321,983 | ) | $ | (11,596,329 | ) | $ | (19,599,405 | ) | |||
Capital transactions | ||||||||||||
Issuance of Shares | 32,803,944 | 194,483,531 | 69,527,075 | |||||||||
Redemption of Shares | (51,232,764 | ) | (102,411,535 | ) | (41,970,174 | ) | ||||||
Net change in the cost of the Underlying Funds | 318 | 9,395 | 11,718 |
|
||||||||
Total capital transactions | (18,428,502 | ) | 92,081,391 | 27,568,619 |
|
|||||||
Net change in net assets | (45,750,485 | ) | 80,485,062 | 7,969,214 |
|
|||||||
Net assets, beginning of period | 145,351,972 | 64,866,910 | 56,897,696 | |||||||||
Net assets, end of period | $ | 99,601,487 | $ | 145,351,972 | $ | 64,866,910 |
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, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net loss | $ | (27,321,983 | ) | $ | (11,596,329 | ) | $ | (19,599,405 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Net change in unrealized appreciation or depreciation on commodity futures contracts | 7,378,689 |
|
(7,476,470 | ) | 2,847,023 | |||||||
Changes in operating assets and liabilities: | ||||||||||||
Due from broker | (8,824,417 | ) | 8,802,314 |
|
(4,764,057 | ) | ||||||
Interest receivable | 9,219 |
|
(5,895 | ) | (1,504 | ) | ||||||
Restricted cash | (307,683 | ) | - | - | ||||||||
Other assets | (130,874 | ) | (210,031 | ) | (17,706 | ) | ||||||
Due to broker | (60,805 | ) | (36,797 | ) | 97,602 | |||||||
Management fee payable to Sponsor | (48,962 | ) | 78,727 | 2,468 |
|
|||||||
Other liabilities | (130,524 | ) | 83,297 |
|
(1,086 | ) | ||||||
Net cash used in operating activities | (29,437,340 | ) | (10,361,184 | ) | (21,436,665 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from sale of Shares | 32,803,944 | 194,483,531 | 69,527,075 | |||||||||
Redemption of Shares | (53,228,949 | ) | (100,415,350 | ) | (41,970,174 | ) | ||||||
Net change in cost of the Underlying Funds | 318 | 9,395 | 11,718 |
|
||||||||
Net cash (used in) provided by financing activities | (20,424,687 | ) | 94,077,576 | 27,568,619 |
|
|||||||
Net change in cash and cash equivalents | (49,862,027 | ) | 83,716,392 | 6,131,954 |
|
|||||||
Cash and cash equivalents, beginning of period | 142,423,637 | 58,707,245 | 52,575,291 | |||||||||
Cash and cash equivalents, end of period | $ | 92,561,610 | $ | 142,423,637 | $ | 58,707,245 |
The accompanying notes are an integral part of these financial statements.
December 31, 2015
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 Trusts Second Amended and Restated Declaration of Trust and Trust Agreement (the Trust Agreement). Two additional series, the Teucrium Natural Gas Fund (NAGS) and the Teucrium WTI Crude Oil Fund (CRUD) commenced operations in 2011; these, however, ceased trading and were deregistered effective with the close of trading on December 18, 2014. Liquidation of NAGS and CRUD was completed prior to December 31, 2014 and the Form 15 was filed on January 9, 2015.
On June 5, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (SEC). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $ 5,000,000 . CORN began trading on the New York Stock Exchange (NYSE) Arca on June 9, 2010. On April 30, 2013, a subsequent registration statement for CORN was declared effective by the SEC.
On June 17, 2011, the initial Forms S-1 for CANE, SOYB, and WEAT were declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued for each Fund, representing 100,000 shares and $ 2,500,000 , for CANE, SOYB, and WEAT. On September 19, 2011, CANE, SOYB, and WEAT started trading on the NYSE Arca. On June 30, 2014, subsequent registration statements for CANE, SOYB and WEAT were declared effective by the SEC.
On February 10, 2012, the initial Form S-1 for TAGS was declared effective by the SEC. On March 27, 2012, six Creation Baskets for TAGS were issued representing 300,000 shares and $ 15,000,000 . TAGS began trading on the NYSE Arca on March 28, 2012. On April 30, 2015, a subsequent registration statement for TAGS was declared effective by the SEC.
The specific investment objective of each Fund and information regarding the organization and operation of each Fund are included in each Funds financial statements and accompanying notes, as well as in other sections of this Form 10-K filing. In general, the investment objective of each Fund is to have the daily changes in percentage terms of its Shares Net Asset Value (NAV) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for certain Futures Contracts for the commodity specified for that Fund. The investment objective of TAGS is to have the daily changes in percentage terms of NAV of its common units (Shares) reflect the daily changes in percentage terms of a weighted average (the Underlying Fund Average) of the NAVs per share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: CORN, WEAT, SOYB, and CANE (collectively, the Underlying Funds). The Underlying Fund Average will have a weighting of 25 % to each Underlying Fund, and the Funds 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 Funds 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 Liquidation of Funds
On December 18, 2014 the Teucrium WTI Crude Oil Fund ("CRUD") and the Natural Gas Fund ("NAGS"), both series of the Trust ceased trading on the NYSE Arca and the Sponsor liquidated all commodity futures contracts held by these Funds. All positions were sold through an exchange to unrelated parties. On December 22, 2014 the Bank of New York Mellon who served as the Fund's Administrator and Custodian, proceeded to distribute cash to all shareholders in an amount equal to each shareholders pro rata interest in the respective fund. On December 30, 2014, the Sponsor completed the liquidation of all of the assets of NAGS and CRUD. During 2014, CRUD had $ 728,663 in subscriptions and $ 2,008,553 in redemptions, including the shares redeemed as part of the liquidation. During 2014, NAGS had $ 576,142 in subscriptions and $ 2,311,504 in redemptions, including the shares redeemed as part of the liquidation. There were zero assets and liabilities as of December 31, 2014. The Form 15 was filed with the SEC on January 9, 2015.
The following summarized financial information presents the results of operations for NAGS and other data for all periods presented, which have been included in continuing operations for all years presented.
Year ended | Year ended | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Total (Loss) Income | $ | (16,003 | ) | $ | 60,077 |
|
|||
Total Expenses | $ | 131,501 | $ | 132,357 | |||||
Total Expenses, net | $ | 21,890 | $ | 51,387 | |||||
Net (Loss) Income | $ | (37,893 | ) | $ | 8,690 |
|
The following summarized financial information presents the results of operations for CRUD and other data for all periods presented, which have been included in continuing operations for all years presented.
Year ended | Year ended | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Total (Loss) Income | $ | (734,326 | ) | $ | 85,793 |
|
|||
Total Expenses | $ | 166,176 | $ | 106,875 | |||||
Total Expenses, net | $ | 34,852 | $ | 30,412 | |||||
Net (Loss) Income | $ | (769,178 | ) | $ | 55,381 |
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Note 3 Principal Contracts and Agreements
On August 17, 2015 (the Conversion Date), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds. The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC ( USBFS ) is 777 East Wisconsin Avenue, Milwaukee, WI, 53202. In addition, effective on the Conversion Date, USBFS, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Funds Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee. The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS and U.S. Bank.
Given this conversion, the Sponsor has, for the year-ended December 31, 2015, reflected an expense, before and after fees waived by the Sponsor, for fees associated with Custodian, Fund Administration and Transfer Agent services (Custodian Fees) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund. The Custodian Fees reflected in the financial statements through December 31, 2015, net of expenses waived by the Sponsor, are generally as had been presented in prior periods of 2015.
For custody services, the Funds will pay to U.S. Bank N.A.
0.0075
% of average gross assets up to $1 billion, and
.0050
% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS
0.06
% of average gross assets on the first $250 million,
0.05
% on the next $250 million,
0.04
% on the next $500 million and
0.03
% on the balance over $1 billion annually. A combined minimum annual fee of up to $
64,500
for custody, transfer agency, accounting and administrative services is assessed per Fund. For the year ended December 31, 2015, such expenses include both the fees for the Bank of New York Mellon and USBFS. The Funds recognized $
779,473
in 2015, $
158,963
in 2014 and $
147,860
in 2013 for these services, which was recorded in custodian fees and expenses on the combined statement of operations; of these expenses $
538,688
in 2015, $
13,924
in 2014 and $
0
in 2013 was waived by the Sponsor.
The Sponsor and the Trust employ Foreside Fund Services, LLC (Foreside or the Distributor) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the SASA) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (FINRA) rules. For its services as the Distributor, Foreside receives a fee of
0.01
% of the Funds 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. The Funds recognized $
149,080
in 2015, $
154,761
in 2014 and $
159,184
in 2013 for these services, which was recorded in distribution and marketing fees on the combined statement of operations; of these expenses $
10,251
in 2015, $
10,311
in 2014 and $
9,526
in 2013 was waived by the Sponsor.
In 2013 and 2014, Newedge USA, LLC (Newedge USA) served as the Funds futures commission merchant (FCM) and primary clearing broker to execute and clear the Funds futures transactions and provide other brokerage-related services. In 2014, the Funds introduced the use of Jefferies LLC (Jefferies), for the execution and clearing of the Funds futures and options, if any, on futures transactions. On January 2, 2015, Newedge USA, LLC (Newedge USA) merged with and into SG Americas Securities, LLC (SG), with the latter as the surviving entity. On February 6, 2015 Jefferies LLC (Jefferies) became the Funds FCM and primary clearing broker. All futures contracts held by SG were transferred to Jefferies on that date. As of February 23, 2015 all residual cash balances held at SG had been transferred to Jefferies and the balance in all SG accounts was $ 0 . Effective June 3, 2015, ED&F Man Capital Markets Inc. (ED&F Man) replaced Jefferies as the Underlying Funds FCM and the clearing broker to execute and clear the Underlying Funds futures and provide other brokerage-related services. As of June 4, 2015 all futures contracts and residual cash balances held at Jefferies had been transferred to ED&F Man and the balance in all Jefferies accounts was $ 0 .
Currently, ED&F Man serves as the Underlying Funds clearing broker to execute and clear the Underlying Funds futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. F or Corn, Soybean, Sugar and Wheat Futures Contrac ts ED&F Man, Jefferies, SG and Newedge was paid $ 8.00 per round turn, and WTI Crude Oil and Natural Gas Futures Contracts Newedge was paid $ 6.00 per round turn. The Funds recognized $ 71,854 in 2015, $ 171,561 in 2014 and $ 49,490 in 2013 for these services, which was recorded in brokerage commissions on the combined statement of operations; of these expenses $ 30,000 in 2015, $ 0 in 2014 and $ 0 in 2013 was waived by the Sponsor.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. The Funds recognized $ 3,300 for these services in 2015, 2014 and 2013, which was recorded in business permits and licenses fees on the combined statement of operations; of this expense $ 557 in 2015, $ 81 in 2014 and $ 66 in 2013 was waived by the Sponsor.
Note 4 Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on a combined basis in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) as detailed in the Financial Accounting Standards Boards Accounting Standards Codification and include the accounts of the Trust, CORN, CANE, SOYB, WEAT and TAGS. Refer to the accompanying separate financial statements for each Fund for more detailed information. For the periods represented by the financial statements herein the operations of the Trust contain the results of CORN, NAGS, CRUD, SOYB, CANE, WEAT, and TAGS except for eliminations for TAGS as explained below for the months during which each Fund was in operation. The financial statements of the Trust for the year ended December 31, 2014, include the operation of NAGS and CRUD through the termination of operations on December 21, 2014. CRUD and NAGS were in operation for the full year ended December 31, 2013, the results are presented in the Trust financial statements.
Given the investment objective of TAGS as described in Note 1 above, TAGS will buy, sell and hold, as part of its normal operations, shares of the four Underlying Funds. The Trust eliminates the shares of the other series of the Trust owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities. The Trust eliminates the net change in unrealized appreciation or depreciation on securities owned by the Teucrium Agricultural Fund from its combined statements of operations. The combined statements of changes in net assets and cash flows present a net presentation of the purchases and sales of the Underlying Funds of TAGS.
Reclassifications
Certain amounts in prior periods have been reclassified to conform to current period presentation.
Revenue Recognition
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of assets and liabilities as the difference between the original contract amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Funds earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Funds earn interest on funds held at the custodian at prevailing market rates for such investments.
Brokerage Commissions
Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.
Income Taxes
The Trust, as a Delaware statutory trust, is considered a trust for federal tax purposes and is, thus, a pass through entity. For tax purposes, the Funds will be treated as partnerships. Therefore, the Funds do not record a provision for income taxes because the shareholders report their share of a Funds income or loss on their income tax returns. The financial statements reflect the Funds transactions without adjustment, if any, required for income tax purposes.
The Funds are required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds file income tax returns in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2012 to 2015, 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, 2015, 2014, 2013 and 2012. However, the Funds conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Funds recognize interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2015, 2014 and 2013.
The Funds may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Funds management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets from each Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from each Fund only in blocks of shares called Redemption Baskets. The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.
Each Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the 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 Funds respective prospectus, as amended from time to time. Once the minimum number of baskets is reached, there can be no more redemptions until there has been a creation basket. These minimum levels are as follows:
CORN:
50,000
shares representing
2
baskets
SOYB:
50,000
shares representing
2
baskets
CANE:
50,000
shares representing
2
baskets
WEAT:
50,000
shares representing
2
baskets
TAGS:
50,000
shares representing
2
baskets (at minimum level as of December 31, 2015, 2014 and 2013)
Cash and Cash Equivalents
Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the combined statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly-liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its assets on deposit with banks. The Trust had a balance of $ 2,539,641 and $ 142,419,068 in money market funds at December 31, 2015 and December 31, 2014, respectively; these balances are included in cash and cash equivalents on the combined statements of assets and liabilities. Effective in the second quarter 2015, the Sponsor invested a portion of the available cash for the Funds in alternative demand-deposit savings accounts, which is classified as cash and not as cash equivalents. The Funds had a balance of $ 90,021,968 in demand-deposit savings accounts on December 31, 2015. This change resulted in a reduction in the balance held in money market funds. Assets deposited with the bank may, at times, exceed federally insured limits.
Restricted Cash
On August 17, 2015 (the Conversion Date), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds. Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that are held in custody at The Bank of New York Mellon under this amended agreement are reflected on the combined statements of assets and liabilities of the Fund and the Trust as restricted cash.
Due from/to Broker
The amount recorded by the Trust for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing brokers records.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the traders broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the traders 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 traders 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 traders position. With respect to the Funds trading, the Funds (and not their shareholders personally) are subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated, and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Payable/Receivable for Securities Purchased/Sold
Due from/to broker for investments in securities are securities transactions pending settlement. The Trust and the Funds are subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Trust and the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. Since the inception of the Fund, the principal broker through which the Trust and TAGS clear securities transactions for TAGS is the Bank of New York Mellon Capital Markets.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Fund's sponsor is 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 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 Trusts tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. For the years ended December 31, 2015, 2014 and 2013; such expenses, which are primarily included as distribution and marketing fees, totaled $ 1,601,237 in 2015, $ 1,365,214 in 2014 and $ 1,146,603 in 2013; of these amounts, $ 138,262 in 2015, $ 113,224 in 2014 and $ 94,684 in 2013 were waived by the Sponsor. All asset-based fees and expenses for the Funds are calculated on the prior days net assets.
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund.
For the year ended December 31, 2015 there were $ 980,683 of expenses that were on the combined statements of operations of the Trust as expenses that were waived by the Sponsor. These were specifically: $ 96,068 for CORN, $ 304,609 for SOYB, $ 256,227 for CANE, $ 130,716 for WEAT, and $ 193,063 for TAGS. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.
For the year ended December 31, 2014 there were $ 640,328 of expenses that were on the combined statements of operations of the Trust as expenses that were waived by the Sponsor. These were specifically: $ 105,270 for CORN, $ 109,611 for NAGS, $ 131,324 for CRUD, $ 65,617 for SOYB, $ 119,696 for CANE, $ 31,697 for WEAT, and $ 77,113 for TAGS. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.
For the year ended December 31, 2013 there were $ 880,639 of expenses that were on the combined statements of operations of the Trust as expenses that were waived by the Sponsor. These were specifically: $ 426,248 for CORN, $ 80,970 for NAGS, $ 76,461 for CRUD, $ 68,857 for SOYB, $ 97,147 for CANE, $ 69,416 for WEAT, and $ 61,539 for TAGS.
For the year ended December 31, 2013, there were $ 590,000 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Funds in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. For the year ended December 31, 2014, asset growth and other changes experienced by certain Funds enabled the Sponsor to claim reimbursement of $ 379,753 from those Funds, specifically, $ 308,312 from CORN, $ 25,139 from SOYB and $ 46,302 from WEAT. These amounts are reflected in the combined statements of operations for the year ended December 31, 2014 as a reimbursement of a previously waived expense for the Funds from which there was recovery in 2014. There was no recovery of amounts from the other Funds.
For the year ended December 31, 2012, there were $ 560,000 of expenses recorded on the financial statements of the Sponsor which were subject to reimbursement by the Funds in 2013. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. For the year ended December 31, 2013, asset growth and other changes experienced by certain Funds enabled the Sponsor to claim reimbursement of $ 509,033 from those Funds, specifically, $ 410,405 from CORN, $ 47,161 from SOYB and $ 51,467 from WEAT. These amounts are reflected in the combined statements of operations for the year ended December 31, 2013 as a reimbursement of a previously waived expense for the Funds from which there was recovery in 2013. There was no recovery of amounts from the other Funds.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 Trusts 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 Trusts 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, 2015 and 2014, in the opinion of the Trust, the reported value at the close of the market for each commodity contract fairly reflected the value of the futures and no alternative valuations were required. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Funds consider the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
For the quarter ended June 30, 2015, Wheat Futures Contracts traded on the CBOT due to settle on December 14, 2016 (the "DEC16 Wheat Contracts") did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT for the entire period during which they were held. Accordingly, the Trust and WEAT classified these as a Level 2 asset, The DEC16 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on June 30, 2015. The value of the contracts were $ 1,178,088 , the balance transferred back to a Level 1 asset for the quarter ended September 30, 2015 as shown in Note 5.
The Wheat Futures Contracts traded on the CBOT due to settle on December 14, 2015 (the DEC15 Wheat Contracts) did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT for portions of the three months ended June 30, 2014. Accordingly, the Trust and WEAT classified these as a Level 2 liability as of June 30, 2014. The DEC15 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on June 30, 2014. In addition, for portions of the three months ended September 30, 2014, the DEC15 Wheat Contracts did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT. Accordingly, the Trust and WEAT classified these as a Level 2 liability as of September 30, 2014. The DEC15 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on September 30, 2014. The value of the contracts were $ 2,437,725 , the balance transferred back to a Level 1 liability for the quarter ended December 31, 2014 as shown in Note 5.
For the quarter ended March 31, 2014, Soybean Futures Contracts traded on the CBOT which will settle on November 13, 2015 (the NOV15 Soybean Contracts) did not, in the opinion of the Trust and SOYB, trade in an actively traded futures market as defined in the policy of the Trust and SOYB for the entire period during which they were held. Accordingly, the Trust and SOYB have classified these as a Level 2 liability for the period ended March 31, 2014. The NOV15 Soybean Contracts were, in the opinion of the Trust and SOYB, fairly valued at settlement on March 31, 2014. These transferred back to a Level 1 liability for the quarter ended June 30, 2014. The value of the contracts were $ 12,075 , the balance transferred back to a Level 1 liability for the quarter ended June 30, 2014 as shown in Note 5.
For the quarter ended June 30, 2014, Sugar Futures Contracts traded on ICE due to settle on February 29, 2016 (the "MAR16 Sugar Contracts") did not, in the opinion of the Trust and CANE, trade in an actively traded futures market as defined in the policy of the Trust and CANE for the entire period during which they were held. Accordingly, the Trust and CANE classified these as a Level 2 asset. The MAR16 Sugar Contracts were, in the opinion of the Trust and CANE, fairly valued at settlement on June 30, 2014. These transferred back to a Level 1 asset for the quarter ended September 30, 2014. The value of the contracts were $ 17,405 , the balance transferred back to a Level 1 asset for the quarter ended September 30, 2014 as shown in Note 5.
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) 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 company is currently evaluating the impact on the financial statements and disclosures of the Trust and the Funds.
The FASB issued ASU 2015-10, Technical Corrections and Improvements. The amendments in this update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments are effective for fiscal years beginning after December 15, 2015. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The ASU amends ASC 820 to create a practical expedient to measure the fair value of investments in certain entities that do not have a quoted market price but calculate net asset value per share or its equivalent. In addition, the amendments to ASC 820 provide guidance on classifying investments that are measured using the practical expedient in the fair value hierarchy and require specific disclosures for eligible investments, regardless of whether the practical expedient has been applied. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. These amendments are required to be applied retrospectively to all periods presented The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-06, Earnings per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions. The amendments specify how earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated to the various interest holders in a master limited partnership for purposes of calculating earning per unit under the two-class method. The amendments to this update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amendments are required to be applied retrospectively for all periods presented. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The amendments are intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The amendments to this update are effective for periods beginning after December 15, 2015. These amendments are required to be applied retrospectively for all periods presented. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this update change the requirements for reporting discontinued operations in Subtopic 2015-20. A significant provision of ASU 2014-08 calls for reporting as discontinued operations only those disposals that represent a strategic shift or have a major impact on the entitys financial results and operations. The Company elected to early adopt this ASU for the year ended December 31, 2014 and the adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds, even with the liquidation of CRUD and NAGS in December 2014.
Note 5 Fair Value Measurements
The Trusts assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Trusts significant accounting policies in Note 3. The following table presents information about the Trusts assets and liabilities measured at fair value as of December 31, 2015 and December 31, 2014:
December 31, 2015
Balance as of | |||||||||||||||||||||||||||
Assets: | Level 1 | Level 2 | Level 3 | December 31, 2015 | |||||||||||||||||||||||
Cash equivalents | $ | 2,539,641 | $ | - | $ | - | $ | 2,539,641 | |||||||||||||||||||
Commodity futures contracts | |||||||||||||||||||||||||||
Soybean futures contracts | 16,175 | - | - | 16,175 | |||||||||||||||||||||||
Sugar futures contracts | 364,056 | - | - | 364,056 | |||||||||||||||||||||||
Total | $ | 2,919,872 | $ | - | $ | - | $ | 2,919,872 |
Balance as of | |||||||||||||||||||||||||||
Liabilities: | Level 1 | Level 2 | Level 3 | December 31, 2015 | |||||||||||||||||||||||
Commodity futures contracts | |||||||||||||||||||||||||||
Corn futures contracts | $ | 3,908,550 | $ | - | $ | - | $ | 3,908,550 | |||||||||||||||||||
Soybean futures contracts | 238,662 | - | - | 238,662 | |||||||||||||||||||||||
Wheat futures contracts | 1,924,464 | - | - | 1,924,464 | |||||||||||||||||||||||
Total | $ | 6,071,676 | $ | - | $ | - | $ | 6,071,676 |
December 31, 2014
Balance as of | |||||||||||||||||||||||||||
Assets: | Level 1 | Level 2 | Level 3 | December 31, 2014 | |||||||||||||||||||||||
Cash equivalents | $ | 142,419,068 | $ | - | $ | - | $ | 142,419,068 | |||||||||||||||||||
Commodity futures contracts | |||||||||||||||||||||||||||
Corn futures contracts | 3,651,637 | - | - | 3,651,637 | |||||||||||||||||||||||
Wheat futures contracts | 729,626 | - | - | 729,626 | |||||||||||||||||||||||
Total | $ | 146,800,331 | $ | - | $ | - | $ | 146,800,331 |
Balance as of | |||||||||||||||||||||||||||
Liabilities: | Level 1 | Level 2 | Level 3 | December 31, 2014 | |||||||||||||||||||||||
Commodity futures contracts | |||||||||||||||||||||||||||
Corn futures contracts | $ | 1,899,925 | $ | - | $ | - | $ | 1,899,925 | |||||||||||||||||||
Soybean futures contracts | 277,013 | - | - | 277,013 | |||||||||||||||||||||||
Sugar futures contracts | 503,955 | - | - | 503,955 | |||||||||||||||||||||||
Wheat futures contracts | 13,125 | - | - | 13,125 | |||||||||||||||||||||||
Total | $ | 2,694,018 | $ | - | $ | - | $ | 2,694,018 |
Transfers into and out of each level of the fair value hierarchy for the DEC16 Wheat Contracts, for the period from January 1, 2015 through December 31, 2015 were as follows:
Transfers | Transfers | Transfers | Transfers | Transfers | Transfers | |||||||||||||||||||
into | out of | into | out of | into | out of | |||||||||||||||||||
Level 1 | Level 1 | Level 2 | Level 2 | Level 3 | Level 3 | |||||||||||||||||||
Assets (at fair value) | ||||||||||||||||||||||||
Derivative contracts | ||||||||||||||||||||||||
Wheat future contracts | $ | 1,178,088 | $ | 1,178,088 | $ | 1,178,088 | $ | 1,178,088 | $ | - | $ | - |
Transfers into and out of each level of the fair value hierarchy for the MAR16 Sugar Contracts, the NOV15 Soybean Contracts and the DEC15 Wheat Contracts, for the period from January 1, 2014 through December 31, 2014 were as follows:
See the Fair Value - Definition and Hierarchy section in Note 4 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
Note 6 Derivative Instruments and Hedging Activities
In the normal course of business, the Funds utilize derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Funds derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Funds are also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended December 31, 2015 and 2014, the Funds invested only in commodity futures contracts specifically related to each Fund.
Futures Contracts
The Funds are subject to commodity price risk in the normal course of pursuing their investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by each Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by each Fund. Futures contracts may reduce the Funds exposure to counterparty risk since futures contracts are exchange-traded; and the exchanges 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 FCMs proprietary activities. A customers cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCMs segregation requirements. In the event of an FCMs insolvency, recovery may be limited to each Funds 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, 2015 and Newedge USA for the year ended December 31, 2014.
Offsetting of Financial Assets and Derivative Assets as of December 31, 2015
(i) | (ii) | (iii) = (i) (ii) | (iv) | (v) = (iii) (iv) | ||||||||||||||||||||
Gross Amount Not Offset in the | ||||||||||||||||||||||||
Statement of Assets and Liabilities | ||||||||||||||||||||||||
Gross Amount | Net Amount | |||||||||||||||||||||||
Offset in the | Presented in the | Futures | ||||||||||||||||||||||
Gross Amount | Statement of | Statement of | Contracts | |||||||||||||||||||||
of Recognized | Assets and | Assets and | Available for | Collateral, Due | ||||||||||||||||||||
Description | Assets | Liabilities | Liabilities | Offset | to Broker | Net Amount | ||||||||||||||||||
Commodity price | ||||||||||||||||||||||||
Soybean futures contracts | $ | 16,175 | $ | - | $ | 16,175 | $ | 16,175 | $ | - | $ | - | ||||||||||||
Sugar futures contracts | 364,056 | - | 364,056 | - | - | 364,056 |
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2015
Offsetting of Financial Assets and Derivative Assets as of December 31, 2014
(i) | (ii) | (iii) = (i) (ii) | (iv) | (v) = (iii) (iv) | ||||||||||||||||||||
Gross Amount Not Offset in the | ||||||||||||||||||||||||
Statement of Assets and Liabilities | ||||||||||||||||||||||||
Gross Amount | Net Amount | |||||||||||||||||||||||
Offset in the | Presented in the | Futures | ||||||||||||||||||||||
Gross Amount | Statement of | Statement of | Contracts | |||||||||||||||||||||
of Recognized | Assets and | Assets and | Available for | Collateral, Due | ||||||||||||||||||||
Description | Assets | Liabilities | Liabilities | Offset | to Broker | Net Amount | ||||||||||||||||||
Commodity price | ||||||||||||||||||||||||
Corn futures contracts | $ | 3,651,637 | $ | - | $ | 3,651,637 | $ | 1,899,925 | $ | - | $ | 1,751,712 | ||||||||||||
Wheat futures contracts | 729,626 | - | 729,626 | 13,125 | 60,805 | 655,696 |
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2014
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, 2015
Net Change in Unrealized | ||||||||
Realized Loss on | Appreciation or Depreciation on | |||||||
Primary Underlying Risk | Commodity Futures Contracts | Commodity Futures Contacts | ||||||
Commodity price | ||||||||
Corn futures contracts | $ | (8,533,650 | ) | $ | (5,660,263 | ) | ||
Soybean futures contracts | (1,355,738 | ) | 54,526 | |||||
Sugar futures contracts | (1,279,891 | ) | 868,011 | |||||
Wheat futures contracts | (4,559,863 | ) | (2,640,963 | ) | ||||
Total commodity futures contracts | $ | (15,729,142 | ) | $ | (7,378,689 | ) |
Y ear ended December 31, 2014
Net Change in Unrealized | |||||||||||
Realized (Loss) Gain on | Appreciation or Depreciation on | ||||||||||
Primary Underlying Risk | Commodity Futures Contracts | Commodity Futures Contacts | |||||||||
Commodity price | |||||||||||
Corn futures contracts | $ | (11,085,713 | ) | $ | 6,636,500 |
|
|||||
Natural gas futures contracts | 67,650 |
|
(84,050 | ) | |||||||
WTI crude oil futures contracts | (652,430 | ) | (82,450 | ) | |||||||
Soybean futures contracts | (278,763 | ) | (88,150 | ) | |||||||
Sugar futures contracts | (131,410 | ) | (320,555 | ) | |||||||
Wheat futures contracts | (2,486,162 | ) | 1,415,175 |
|
|||||||
Total commodity futures contracts | $ | (14,566,828 | ) | $ | 7,476,470 |
|
Year ended December 31, 2013
Net Change in Unrealized | |||||||||||
Realized Loss on | Appreciation or Depreciation on | ||||||||||
Primary Underlying Risk | Commodity Futures Contracts | Commodity Futures Contacts | |||||||||
Commodity price | |||||||||||
Corn futures contracts | $ | (10,581,838 | ) | $ | (2,671,013 | ) | |||||
Natural gas futures contracts | (250,149 | ) | 308,419 | ||||||||
WTI crude oil futures contracts | (10,798 | ) | 95,668 |
|
|||||||
Soybean futures contracts | (43,450 | ) | 32,512 |
|
|||||||
Sugar futures contracts | (400,994 | ) | (105,022 | ) | |||||||
Wheat futures contracts | (1,554,250 | ) | (507,587 | ) | |||||||
Total commodity futures contracts | $ | (12,841,479 | ) | $ | (2,847,023 | ) |
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held was $ 108.8 million in 2015, $ 142.9 million in 2014 and $ 65.7 million in 2013.
Note 7 - Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the shares, including applicable SEC registration fees, were borne directly by the Sponsor for the Funds and will be borne directly by the Sponsor for any series of the Trust which is not yet operating or will be issued in the future. The Trust will not be obligated to reimburse the Sponsor.
Note 8 Detail of the net assets and shares outstanding of the Funds that are a series of the Trust
The following are the net assets and shares outstanding of each Fund that is a series of the Trust and, thus, in total, comprise the combined net assets of the Trust:
December 31, 2015
Outstanding Shares | Net Assets | |||||||||||
Teucrium Corn Fund | 2,875,004 | $ | 61,056,223 | |||||||||
Teucrium Soybean Fund | 375,004 | 6,502,552 | ||||||||||
Teucrium Sugar Fund | 550,004 | 5,508,663 | ||||||||||
Teucrium Wheat Fund | 2,900,004 | 26,529,260 | ||||||||||
Teucrium Agricultural Fund: | ||||||||||||
Net assets including the investment in the Underlying Funds | 50,002 | 1,329,390 | ||||||||||
Less: Investment in the Underlying Funds | (1,324,601 | ) | ||||||||||
Net for the Fund in the combined net assets of the Trust | 4,789 | |||||||||||
Total | $ | 99,601,487 |
December 31, 2014
Outstanding Shares | Net Assets | |||||||||||
Teucrium Corn Fund | 4,075,004 | $ | 108,459,507 | |||||||||
Teucrium Soybean Fund | 575,004 | 11,956,149 | ||||||||||
Teucrium Sugar Fund | 225,004 | 2,661,212 | ||||||||||
Teucrium Wheat Fund | 1,750,004 | 22,263,457 | ||||||||||
Teucrium Agricultural Fund: | ||||||||||||
Net assets including the investment in the Underlying Funds | 50,002 | 1,652,749 | ||||||||||
Less: Investment in the Underlying Funds | (1,641,102 | ) | ||||||||||
Net for the Fund in the combined net assets of the Trust | 11,647 | |||||||||||
Total | $ | 145,351,972 |
The detailed information for the subscriptions and redemptions, and other financial information for each Fund that is a series of the Trust are included in the accompanying financial statements of each Fund.
Note 9 Subsequent Events
Management has evaluated the financial statements for the year-ended December 31, 2015 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:
Effective January 1, 2016, ED&F Man, the FCM for the Fund, increased the per round-term charge for futures contracts commission to $ 9.00 from the previous $ 8.00 reported herein.
SOYB:
Effective January 1, 2016, ED&F Man, the FCM for the Fund, increased the per round-term charge for futures contracts commission to $ 9.00 from the previous $ 8.00 reported herein.
The total net asset value of the Fund increased by 50.2 % to $ 9,765,635 . This was driven by a 46.7 % increase in shares outstanding and a 2.4 % increase in the net asset value per share.
CANE:
Effective January 1, 2016, ED&F Man, the FCM for the Fund, increased the per round-term charge for futures contracts commission to $ 9.00 from the previous $ 8.00 reported herein.
The total net asset value of the Fund decreased by 30.0 % to $ 3,856,587 . This was driven by a 31.2 % decrease in shares outstanding which was partially offset by a 2.6 % increase in the net asset value per share.
On February 18, 2016, $ 3,389 of cash that had been held in custody at The Bank of New York Mellon was transferred to the Funds account at U.S. Bank. The balance for Restricted Cash is $ 139,068 as of this filing.
WEAT:
Effective January 1, 2016, ED&F Man, the FCM for the Fund, increased the per round-term charge for futures contracts commission to $ 9.00 from the previous $ 8.00 reported herein.
On February 18, 2016, the remaining cash that had been held in custody at The Bank of New York Mellon was transferred to the Funds account at U.S. Bank. The balance for Restricted Cash is $ 0 as of this filing.
TAGS:
Effective January 1, 2016, ED&F Man, the FCM for the Underlying Funds, increased the per round-term charge for futures contracts commission to $ 9.00 from the previous $ 8.00 reported herein.
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of
Teucrium Corn Fund
We have audited the accompanying statements of assets and liabilities of Teucrium Corn Fund, (the Fund), including the schedules of investments, as of December 31, 2015 and 2014, and the related statements of operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2015. These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Teucrium Corn Fund as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2015 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), the Funds internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 15, 2016 expressed an unqualified opinion.
/s/ GRANT THORNTON LLP
Iselin, New Jersey
March 15, 2016
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of
Teucrium Corn Fund
We have audited the internal control over financial reporting of Teucrium Corn Fund (the Fund) as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Funds 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 Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Funds internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.
A funds 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 funds 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 funds 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.
In our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements of the Fund as of and for the year ended December 31, 2015, and our report dated March 15, 2016 expressed an unqualified opinion on those financial statements.
/s/ GRANT THORNTON LLP
Iselin, New Jersey
March 15, 2016
Report of Independent Registered Public Accounting Firm
To the Sponsor of
Teucrium Corn Fund
We have audited the accompanying statements of operations, changes in net assets and cash flows of the Teucrium Corn Fund (the Fund) for the year ended December 31, 2013 . These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audit .
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements of the Teucrium Corn Fund referred to above present fairly, in all material respects, the results of its operations, changes in its net assets and its cash flows for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
/s/Rothstein Kass
Walnut Creek, California
March 14, 2014
TEUCRIUM CORN FUND
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2015 | December 31, 2014 | ||||||||||
Assets | |||||||||||
Cash and cash equivalents | $ | 57,110,089 | $ | 106,858,496 | |||||||
Interest receivable | 379 | 7,329 | |||||||||
Other assets | 505,352 | 437,996 | |||||||||
Equity in trading accounts: | |||||||||||
Commodity futures contracts | - | 3,651,637 | |||||||||
Due from broker | 7,405,938 | 1,613,775 | |||||||||
Total equity in trading accounts | 7,405,938 | 5,265,412 | |||||||||
Total assets | 65,021,758 | 112,569,233 | |||||||||
Liabilities | |||||||||||
Management fee payable to Sponsor | 53,729 | 98,798 | |||||||||
Other liabilities | 3,256 | 114,818 | |||||||||
Payable for shares redeemed | - | 1,996,185 | |||||||||
Equity in trading accounts: | |||||||||||
Commodity futures contracts | 3,908,550 | 1,899,925 | |||||||||
Total liabilities | 3,965,535 | 4,109,726 | |||||||||
Net assets | $ | 61,056,223 | $ | 108,459,507 | |||||||
Shares outstanding | 2,875,004 | 4,075,004 | |||||||||
Net asset value per share | $ | 21.24 | $ | 26.62 | |||||||
Market value per share | $ | 21.22 | $ | 26.64 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM CORN FUND
December 31, 2015
Percentage of | ||||||||||||||||||||||
Description: Assets | Fair Value |
|
Net Assets | Shares | ||||||||||||||||||
Cash equivalents | ||||||||||||||||||||||
Money market funds | ||||||||||||||||||||||
Fidelity Institutional Prime Money Market Portfolio (cost $ 899,313 ) | $ | 899,313 | 1.47 | % | 899,313 | |||||||||||||||||
Percentage of | Notional Amount | |||||||||||||||||||||
Description: Liabilities | Fair Value | Net Assets | (Long Exposure) |
|
||||||||||||||||||
Commodity futures contracts | ||||||||||||||||||||||
United States corn futures contracts | ||||||||||||||||||||||
CBOT corn futures MAY16 ( 1,172 contracts) | $ | 1,910,013 | 3.13 | % | $ | 21,359,700 | ||||||||||||||||
CBOT corn futures JUL16 ( 988 contracts) | 925,750 | 1.52 | 18,302,700 | |||||||||||||||||||
CBOT corn futures DEC16 ( 1,117 contracts) | 1,072,787 | 1.76 |
|
21,390,550 | ||||||||||||||||||
Total commodity futures contracts | $ | 3,908,550 | 6.41 | % | $ | 61,052,950 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM CORN FUND
SCHEDULE OF INVESTMENTS
December 31, 2014
Percentage of | |||||||||||||||||||||
Description: Assets | Fair Value |
|
Net Assets | Shares | |||||||||||||||||
Cash equivalents | |||||||||||||||||||||
Money market funds | |||||||||||||||||||||
Dreyfus Cash Management - Institutional (cost $ 106,858,496 ) | $ | 106,858,496 | 98.52 | % | 106,858,496 | ||||||||||||||||
Notional Amount | |||||||||||||||||||||
(Long Exposure) | |||||||||||||||||||||
Commodity futures contracts | |||||||||||||||||||||
United States corn futures contracts | |||||||||||||||||||||
CBOT corn futures MAY15 ( 1,868 contracts) | $ | 3,492,987 |
3.22
|
% | $ | 37,897,050 | |||||||||||||||
CBOT corn futures JUL15 ( 1,579 contracts) | 158,650 | 0.15 | 32,566,875 | ||||||||||||||||||
Total commodity futures contracts | $ | 3,651,637 |
3.37
|
% | $ | 70,463,925 | |||||||||||||||
Percentage of | Notional Amount | ||||||||||||||||||||
Description: Liabilities | Fair Value | Net Assets | (Long Exposure) | ||||||||||||||||||
Commodity futures contracts | |||||||||||||||||||||
United States corn futures contracts | |||||||||||||||||||||
CBOT corn futures DEC15 ( 1,808 contracts) | $ | 1,899,925 | 1.75 | % | $ | 38,058,400 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM CORN FUND
Year ended | Year ended | Year ended | ||||||||||
December 31, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Income | ||||||||||||
Realized and unrealized (loss) gain on trading of commodity futures contracts: | ||||||||||||
Realized loss on commodity futures contracts | $ | (8,533,650 | ) | $ | (11,085,713 | ) | $ | (10,581,838 | ) | |||
Net change in unrealized appreciation or depreciation on commodity futures contracts | (5,660,263 | ) | 6,636,500 |
|
(2,671,013 | ) | ||||||
Realized gain on securities | - | - | 70 | |||||||||
Interest income | 146,905 | 35,595 | 20,740 | |||||||||
Total loss | (14,047,008 | ) | (4,413,618 | ) | (13,232,041 | ) | ||||||
Expenses | ||||||||||||
Management fees | 779,808 | 986,771 | 432,770 | |||||||||
Professional fees | 745,650 | 549,545 | 836,643 | |||||||||
Distribution and marketing fees | 1,199,576 | 1,248,005 | 1,259,490 | |||||||||
Custodian fees and expenses | 187,264 | 129,195 | 129,196 | |||||||||
Business permits and licenses fees | 26,852 | 30,584 | 80,950 | |||||||||
General and administrative expenses | 206,490 | 175,207 | 214,425 | |||||||||
Brokerage commissions | 41,250 | 150,086 | 40,715 | |||||||||
Other expenses | 45,642 | 61,011 | 58,745 | |||||||||
Total expenses | 3,232,532 | 3,330,404 | 3,052,934 | |||||||||
Expenses waived by the Sponsor | (96,068 | ) | (105,270 | ) | (426,248 | ) | ||||||
Reimbursement of expenses previously waived | - | 308,312 | 410,405 | |||||||||
Total expenses, net | 3,136,464 | 3,533,446 | 3,037,091 | |||||||||
Net loss | $ | (17,183,472 | ) | $ | (7,947,064 | ) | $ | (16,269,132 | ) | |||
Net loss per share | $ | (5.38 | ) | $ | (4.02 | ) | $ | (13.70 | ) | |||
Net loss per weighted average share | $ | (5.30 | ) | $ | (2.30 | ) | $ | (13.91 | ) | |||
Weighted average shares outstanding | 3,243,223 | 3,460,141 | 1,169,662 |
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, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Operations | ||||||||||||
Net loss | $ | (17,183,472 | ) | $ | (7,947,064 | ) | $ | (16,269,132 | ) | |||
Capital transactions | ||||||||||||
Issuance of Shares | 8,538,198 | 146,789,763 | 59,350,451 | |||||||||
Redemption of Shares | (38,758,010 | ) | (77,882,812 | ) | (33,268,211 | ) | ||||||
Total capital transactions | (30,219,812 | ) | 68,906,951 | 26,082,240 |
|
|||||||
Net change in net assets | (47,403,284 | ) | 60,959,887 | 9,813,108 |
|
|||||||
Net assets, beginning of period | $ | 108,459,507 | $ | 47,499,620 | $ | 37,686,512 | ||||||
Net assets, end of period | $ | 61,056,223 | $ | 108,459,507 | $ | 47,499,620 | ||||||
Net asset value per share at beginning of period | $ | 26.62 | $ | 30.64 | $ | 44.34 | ||||||
At end of period | $ | 21.24 | $ | 26.62 | $ | 30.64 | ||||||
Creation of Shares | 350,000 | 5,050,000 | 1,550,000 | |||||||||
Redemption of Shares | 1,550,000 | 2,525,000 | 850,000 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM CORN FUND
Year ended | Year ended | Year ended | ||||||||||
December 31, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net loss | $ | (17,183,472 | ) | $ | (7,947,064 | ) | $ | (16,269,132 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Net change in unrealized appreciation or depreciation on commodity futures contracts | 5,660,263 |
|
(6,636,500 | ) | 2,671,013 | |||||||
Changes in operating assets and liabilities: | ||||||||||||
Due from broker | (5,792,163 | ) | 8,238,438 |
|
(4,745,438 | ) | ||||||
Interest receivable | 6,950 |
|
(4,353 | ) | (1,600 | ) | ||||||
Other assets | (67,356 | ) | (223,365 | ) | 27,776 | |||||||
Management fee payable to Sponsor | (45,069 | ) | 56,952 | 5,402 |
|
|||||||
Other liabilities | (111,563 | ) | 66,032 | 2,977 | ||||||||
Net cash used in operating activities | (17,532,410 | ) | (6,449,860 | ) | (18,309,002 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from sale of Shares | 8,538,198 | 146,789,763 | 59,350,451 | |||||||||
Redemption of Shares | (40,754,195 | ) | (75,886,627 | ) | (33,268,211 | ) | ||||||
Net cash (used in) provided by financing activities | (32,215,997 | ) | 70,903,136 | 26,082,240 |
|
|||||||
Net change in cash and cash equivalents | (49,748,407 | ) | 64,453,276 | 7,773,238 |
|
|||||||
Cash and cash equivalents, beginning of period | 106,858,496 | 42,405,220 | 34,631,982 | |||||||||
Cash and cash equivalents, end of period | $ | 57,110,089 | $ | 106,858,496 | $ | 42,405,220 |
The accompanying notes are an integral part of these financial statements.
December 31, 2015
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 Funds Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of CORN is to have the daily changes in percentage terms of the Shares NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for corn (Corn Futures Contracts) that are traded on the Chicago Board of Trade (CBOT), specifically (1) the second-to-expire CBOT Corn Futures Contract, weighted 35 %, (2) the third-to-expire CBOT Corn Futures Contract, weighted 30 %, and (3) the CBOT Corn Futures Contract expiring in the December following the expiration month of the third-to-expire contract, weighted 35 %.
The Fund commenced investment operations on June 9, 2010 and has a fiscal year ending on December 31. The Funds sponsor is Teucrium Trading, LLC (the Sponsor). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the NFA) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the CFTC) effective November 10, 2009.
On June 5, 2010, the Funds initial registration of 30,000,000 shares the Form S-1 was declared effective by the U.S. Securities and Exchange Commission (SEC). On June 9, 2010, the Fund listed its shares on the NYSE Arca under the ticker symbol CORN. On the day prior to that, the Fund issued 200,000 shares in exchange for $ 5,000,000 at the Funds initial NAV of $ 25 per share. The Fund also commenced investment operations on June 9, 2010 by purchasing commodity futures contracts traded on the Chicago Board of Trade (CBOT). On April 30, 2013, a subsequent registration statement for CORN was declared effective by the SEC.
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 Funds aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 Principal Contracts and Agreements
On August 17, 2015 (the Conversion Date), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds. The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC ( USBFS ), is 777 East Wisconsin Avenue, Milwaukee, WI, 53202. In addition, effective on the Conversion Date, USBFS , a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Funds Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee. The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS and U.S. Bank .
Given this conversion, the Sponsor has, for the year-ended December 31, 2015, reflected an expense, before and after fees waived by the Sponsor, for fees associated with Custodian, Fund Administration and Transfer Agent services (Custodian Fees) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund. The Custodian Fees reflected in the financial statements through December 31, 2015, net of expenses waived by the Sponsor, are generally as had been presented in prior periods of 2015.
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075 % of average gross assets up to $1 billion, and .0050 % of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06 % of average gross assets on the first $250 million, 0.05 % on the next $250 million, 0.04 % on the next $500 million and 0.03 % on the balance over $1 billion annually. A combined minimum annual fee of up to $ 64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. For the year ended December 31, 2015, such expenses include both the fees for the Bank of New York Mellon and USBFS. The Fund recognized $ 187,264 in 2015, $ 129,195 in 2014 and $ 129,196 in 2013 for these services, which was recorded in custodian fees and expenses on the combined statement of operations; of this expense $ 57,714 in 2015, $ 0 in 2014 and $ 0 in 2013 was waived by the Sponsor.
The Sponsor and the Trust employ Foreside Fund Services, LLC as the Distributor for the Funds. The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the SASA) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under FINRA rules. For its services as the Distributor, Foreside receives a fee of 0.01 % of the Funds 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 locati on. The Fund recognized $ 95,978 in 2015, $ 118,508 in 2014 and $ 121,047 in 2013 for these services, which was recorded in distribution and marketing fees on the statement of operations and was paid by the Fund. None of these amounts were waived by the Sponsor.
In 2014 and 2013, Newedge USA, LLC (Newedge USA) served as the Funds futures commission merchant (FCM) and primary clearing broker to execute and clear the Funds futures transactions and provide other brokerage-related services. In 2014, the Funds introduced the use of Jefferies LLC (Jefferies), for the execution and clearing of the Funds futures and options, if any, on futures transactions. On January 2, 2015, Newedge USA, LLC (Newedge USA) merged with and into SG Americas Securities, LLC (SG), with the latter as the surviving entity. On February 6, 2015 Jefferies LLC (Jefferies) became the Funds FCM and primary clearing broker. All futures contracts held by SG were transferred to Jefferies on that date. As of February 23, 2015 all residual cash balances held at SG had been transferred to Jefferies and the balance in all SG accounts was $ 0 . Effective June 3, 2015, ED&F Man Capital Markets Inc. (ED&F Man) replaced Jefferies as the Underlying Funds FCM and the clearing broker to execute and clear the Underlying Funds futures and provide other brokerage-related services. As of June 4, 2015, all futures contracts and residual cash balances held at Jefferies had been transferred to ED&F Man and the balance in all Jefferies accounts was $ 0 .
Currently, ED&F Man serves as the Funds clearing broker to execute and clear futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges . For Corn Futures Contracts Newedge, SG, Jefferies and ED&F Man were paid $ 8.00 per round turn. The Fund recognized $ 41,250 in 2015, $ 150,086 in 2014 and $ 40,715 in 2013 for these services, which was recorded in brokerage commission on the statement of operations; of this expense $ 18,000 in 2015, $ 0 in 2014 and $ 0 in 2013 was waived by the Sponsor.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. The Fund recognized $ 1,560 in 2015, $ 2, 350 in 2014 and $ 2, 442 in 2013 for these services, which was recorded in business permits and licenses fees on the statement of operations and paid by the Fund. None of these amounts were waived by the Sponsor.
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 Boards 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 at prevailing market rates for such investments.
Brokerage Commissions
Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.
Income Taxes
For tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Funds 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 Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2012 to 2015, 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, 2015, 2014, 2013 and 2012. However, the Funds conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2015, 2014 and 2013.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Funds management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from CORN. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called Redemption Baskets. The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.
The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Funds statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Funds statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
Cash and Cash Equivalents
Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly-liquid nature and short-term maturities. The Fund has these balances of its assets on deposit with banks. The Fund had a balance of $ 899,313 and $ 106,858,496 in money market funds at December 31, 2015 and December 31, 2014, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities. Effective in the second quarter 2015, the Sponsor invested a portion of the available cash for the Fund in alternative demand-deposit savings accounts, which is classified as cash and not as a cash equivalent. The Fund had a balance of $ 56,210,776 in demand-deposit savings accounts on December 31, 2015. This change resulted in a reduction in the balance held in money market funds. Assets deposited with the bank may, at times, exceed federally insured limits.
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 brokers records.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the traders broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the traders 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 traders 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 traders position. With respect to the Funds 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 Funds NAV is calculated by:
The administrator, USBFS, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.
In determining the value of Corn Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter corn interests is determined based on the value of the commodity or futures contract underlying such corn interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such corn interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the fair value of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open corn interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00 % per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trusts tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. For the years ended December 31, 2015, 2014, and 2013; such expenses, which are primarily included as distribution and marketing fees, totaled $ 1,034,163 in 2015, $ 1,047,648 in 2014 and $ 839,590 in 2013; of these amounts, $ 20,000 in 2015, $ 20,312 in 2014 and $ 3,120 in 2013 were waived by the Sponsor. All asset-based fees and expenses for the Funds are calculated on the prior days net assets.
For the year ended December 31, 2015 there were $ 96,068 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period. For the year ended December 31, 2014 there were $ 105,270 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period. For the year ended December 31, 2013, there were $ 426,248 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor.
For the year ended December 31, 2013, there was $ 426,248 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by CORN in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In 2014, asset growth and other changes experienced by CORN enabled the Sponsor to claim reimbursement of $ 308,312 from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.
For the year ended December 31, 2012, there was $ 549,718 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by CORN in 2013. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In 2013, asset growth and other changes experienced by CORN enabled the Sponsor to claim reimbursement of $ 410,405 from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value - Definition and Hierarchy
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Funds 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 Funds 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, 2015 and 2014, in the opinion of the Trust and the Fund, the reported value of the Corn Futures Contracts traded on the CBOT fairly reflected the value of the Corn Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
For the years ended December 31, 2015 and 2014, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy.
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Expenses
Expenses are recorded using the accrual method of accounting.
Net Income (Loss) per Share
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
New Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 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 company is currently evaluating the impact on the financial statements and disclosures of the Trust and the Funds.
The FASB issued ASU 2015-10, Technical Corrections and Improvements. The amendments in this update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments are effective for fiscal years beginning after December 15, 2015. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The ASU amends ASC 820 to create a practical expedient to measure the fair value of investments in certain entities that do not have a quoted market price but calculate net asset value per share or its equivalent. In addition, the amendments to ASC 820 provide guidance on classifying investments that are measured using the practical expedient in the fair value hierarchy and require specific disclosures for eligible investments, regardless of whether the practical expedient has been applied. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. These amendments are required to be applied retrospectively to all periods presented The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-06, Earnings per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions. The amendments specify how earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated to the various interest holders in a master limited partnership for purposes of calculating earning per unit under the two-class method. The amendments to this update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amendments are required to be applied retrospectively for all periods presented. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The amendments are intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The amendments to this update are effective for periods beginning after December 15, 2015. These amendments are required to be applied retrospectively for all periods presented. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this update change the requirements for reporting discontinued operations in Subtopic 2015-20. A significant provision of ASU 2014-08 calls for reporting as discontinued operations only those disposals that represent a strategic shift or have a major impact on the entitys financial results and operations. The Company elected to early adopt this ASU for the year ended December 31, 2014 and the adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds, even with the liquidation of CRUD and NAGS in December 2014.
Note 4 Fair Value Measurements
The Funds assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Funds significant accounting policies in Note 3. The following table presents information about the Funds assets and liabilities measured at fair value as of December 31, 2015 and December 31, 2014:
December 31, 2015
Balance as of | |||||||||||||||||||||||||||
Assets: | Level 1 | Level 2 | Level 3 | December 31, 2015 | |||||||||||||||||||||||
Cash equivalents | $ | 899,313 | $ | - | $ | - | $ | 899,313 |
Balance as of | |||||||||||||||||||||||||||
Liabilities: | Level 1 | Level 2 | Level 3 | December 31, 2015 | |||||||||||||||||||||||
Corn futures contracts | $ | 3,908,550 | $ | - | $ | - | $ | 3,908,550 |
|
December 31, 2014
Balance as of | |||||||||||||||||||||||||||
Assets: | Level 1 | Level 2 | Level 3 | December 31, 2014 | |||||||||||||||||||||||
Cash equivalents | $ | 106,858,496 | $ | - | $ | - | $ | 106,858,496 | |||||||||||||||||||
Corn futures contracts | 3,651,637 | - | - | 3,651,637 | |||||||||||||||||||||||
Total | $ | 110,510,133 | $ | - | $ | - | $ | 110,510,133 |
Balance as of | |||||||||||||||||||||||||||
Liabilities: | Level 1 | Level 2 | Level 3 | December 31, 2014 | |||||||||||||||||||||||
Corn futures contracts | $ | 1,899,925 | $ | - | $ | - | $ | 1,899,925 |
For the years ended December 31, 2015 and 2014, 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 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 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, 2015 and 2014, the Fund invested only in commodity futures contracts.
Futures Contracts
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Funds exposure to counterparty risk since futures contracts are exchange-traded; and the exchanges 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 FCMs proprietary activities. A customers cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCMs segregation requirements. In the event of an FCMs insolvency, recovery may be limited to the Funds 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 contrac ts, categorized by primary underlying risk and held by the FCM, ED&F Man as of December 31, 2015 and Newedge USA as of December 31, 2014.
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2015
(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 | $ | 3,908,550 | $ | - | $ | 3,908,550 | $ | - | $ | 3,908,550 | $ | - |
|
Offsetting of Financial Assets and Derivative Assets as of December 31, 2014
(i) | (ii) | (iii) = (i) (ii) | (iv) | (v) = (iii) (iv) | ||||||||||||||||
Gross Amount Not Offset in the
Statement of Assets and Liabilities |
||||||||||||||||||||
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 | $ | 3,651,637 | $ | - | $ | 3,651,637 | $ | 1,899,925 | $ | - | $ | 1,751,712 |
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2014
(i) | (ii) | (iii) = (i) (ii) | (iv) | (v) = (iii) (iv) | |||||||||||||||
Gross Amount Not Offset in the | |||||||||||||||||||
Statement of Assets and Liabilities | |||||||||||||||||||
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 | $ | 1,899,925 | $ | - | $ | 1,899,925 | $ | 1,899,925 | $ | - | $ | - |
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:
Year ended December 31, 2015
Net Change in Unrealized | ||||||||||||
Realized Loss on | Appreciation or Depreciation on | |||||||||||
Commodity Futures Contracts | Commodity Futures Contacts | |||||||||||
Commodity Price | ||||||||||||
Corn futures contracts | $ | (8,533,650 | ) | $ | (5,660,263 | ) | ||||||
Year ended December 31, 2014
Net Change in Unrealized | ||||||||||||
Realized Loss on | Appreciation or Depreciation on | |||||||||||
Commodity Futures Contracts | Commodity Futures Contacts | |||||||||||
Commodity Price | ||||||||||||
Corn futures contracts | $ | ( 11,085,713 | ) | $ | 6,636,500 | |||||||
Year ended December 31, 2013
Net Change in Unrealized | ||||||||||||
Realized Loss on | Appreciation or Depreciation on | |||||||||||
Commodity Futures Contracts | Commodity Futures Contacts | |||||||||||
Commodity Price | ||||||||||||
Corn futures contracts | $ | (10,581,838 | ) | $ | ( 2,671,013 | ) | ||||||
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for the futures contracts held was $ 71.0 million in 2015, $ 106.4 million in 2014 and $ 46.5 million in 2013.
Note 6 - Financial Highlights
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2015, 2014 and 2013. 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.
Per Share Operation Performance |
Year ended
|
|
Year ended December 31, 2014 |
Year ended December 31, 2013 |
|
|||||||
Net asset value at beginning of period | $ | 26.62 | $ | 30.64 | $ | 44.34 | ||||||
From investment operations: | ||||||||||||
Investment income | 0.05 | 0.01 | 0.02 |
|
||||||||
Net realized and unrealized loss on commodity futures contracts | (4.46 | ) | (3.01 | ) |
|
(11.12 | ) | |||||
Total net expenses | (0.97 | ) | (1.02 | ) |
|
(2.60 | ) | |||||
Net decrease in net asset value | (5.38 | ) | (4.02 | ) |
|
(13.70 | ) | |||||
Net asset value at end of period | $ | 21.24 | $ | 26.62 | $ | 30.64 | ||||||
Total Return | (20.21 | )% | (13.12 | ) % |
|
(30.90 | )% | |||||
Ratios to Average Net Assets | ||||||||||||
Total expenses | 4.15 | % | 3.37 | % |
|
7.05 | % | |||||
Total expense, net | 4.03 | % | 3.57 | % |
|
7.01 | % | |||||
Net investment loss | (3.84 | )% | (3.54 | ) % |
|
(6.96 | )% |
Effective in the third quarter 2015, the financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses. In prior periods, the financial highlights per share data are calculated using the average of the daily shares outstanding for the reporting period, which is inclusive of the last day of the period. Any change in methodology was not material to the ratios presented.
Note 7 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, 2015 and 2014.
First | Second | Third | Fourth | |||||||||||||
Quarter 2015 | Quarter 2015 | Quarter 2015 | Quarter 2015 | |||||||||||||
Total (Loss) Income | $ | (5,644,150 | ) | $ | 4,832,415 |
|
$ | (7,309,990 | ) | $ | (5,925,283) | |||||
Total Expenses | $ | 773,054 | $ | 767,280 | $ | 830,024 | $ | 862,174 | ||||||||
Total Expenses, net | $ | 773,054 | $ | 767,280 | $ | 813,440 | $ | 782,690 | ||||||||
Net (Loss) Income | $ | (6,417,204 | ) | $ | 4,065,135 |
|
$ | (8,123,430 | ) | $ | (6,707,973) | |||||
Net (Loss) Income per share | $ | (1.87 | ) | $ | 1.13 |
|
$ | (2.34 | ) | $ | (2.30) |
First | Second | Third | Fourth | |||||||||||||
Quarter 2014 | Quarter 2014 | Quarter 2014 | Quarter 2014 | |||||||||||||
Total Income (Loss) | $ | 12,378,960 |
|
$ | (13,313,169 | ) | $ | (22,866,226 | ) | $ | 19,386,818 |
|
||||
Total Expenses | $ | 720,802 | $ | 821,336 | $ | 821,238 | $ | 967,028 | ||||||||
Total Expenses, net | $ | 883,662 | $ | 959,791 | $ | 828,235 | $ | 861,759 | ||||||||
Net Income (Loss) | $ | 11,495,298 |
|
$ | (14,272,960 | ) | $ | (23,694,461 | ) | $ | 18,525,060 |
|
||||
Net Income (Loss) per share | $ | 3.93 |
|
$ | (5.08 | ) | $ | (6.69 | ) | $ | 3.82 |
|
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 will not be obligated to reimburse the Sponsor.
Note 9 Subsequent Events
Management has evaluated the financial statements for the year-ended December 31, 2015 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:
Effective January 1, 2016, ED&F Man, the FCM for the Fund, increased the per round-term charge for futures contracts commission to $ 9.00 from the previous $ 8.00 reported herein.
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of
Teucrium Soybean Fund
We have audited the accompanying statements of assets and liabilities of Teucrium Soybean Fund, (the Fund), including the schedules of investments, as of December 31, 2015 and 2014, and the related statements of operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2015. These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Teucrium Soybean Fund as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2015 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), the Funds internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 15, 2016 expressed an unqualified opinion.
/s/ GRANT THORNTON LLP
Iselin, New Jersey
March 15, 2016
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of
Teucrium Soybean Fund
We have audited the internal control over financial reporting of Teucrium Soybean Fund (the Fund) as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Funds 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 Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Funds internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.
A funds 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 funds 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 funds 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.
In our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements of the Fund as of and for the year ended December 31, 2015, and our report dated March 15, 2016 expressed an unqualified opinion on those financial statements.
/s/ GRANT THORNTON LLP
Iselin, New Jersey
March 15, 2016
Report of Independent Registered Public Accounting Firm
To the Sponsor of
Teucrium Soybean Fund
We have audited the accompanying statements of operations, changes in net assets and cash flows of the Teucrium Soybean Fund (the Fund) for the year ended December 31, 2013 . These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audit .
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements of the Teucrium Soybean Fund referred to above present fairly, in all material respects, the results of its operations, changes in its net assets and its cash flows for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
/s/Rothstein Kass
Walnut Creek, California
March 14, 2014
TEUCRIUM SOYBEAN FUND
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2015 | December 31, 2014 | ||||||||||
Assets | |||||||||||
Cash and cash equivalents | $ | 5,937,824 | $ | 11,505,788 | |||||||
Interest receivable | 51 | 786 | |||||||||
Restricted cash | 142,616 | - | |||||||||
Other assets | 49,618 | 41,812 | |||||||||
Equity in trading accounts: | |||||||||||
Commodity futures contracts | 16,175 | - | |||||||||
Due from broker | 604,666 | 702,100 | |||||||||
Total equity in trading accounts | 620,841 | 702,100 | |||||||||
Total assets | 6,750,950 | 12,250,486 | |||||||||
Liabilities | |||||||||||
Management fee payable to Sponsor | 5,908 | 10,446 | |||||||||
Other liabilities | 3,828 | 6,878 | |||||||||
Equity in trading accounts: | |||||||||||
Commodity futures contracts | 238,662 | 277,013 | |||||||||
Total liabilities | 248,398 | 294,337 | |||||||||
Net assets | $ | 6,502,552 | $ | 11,956,149 | |||||||
Shares outstanding | 375,004 | 575,004 | |||||||||
Net asset value per share | $ | 17.34 | $ | 20.79 | |||||||
Market value per share | $ | 17.33 | $ | 20.76 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM SOYBEAN FUND
December 31, 2015
Percentage of |
|
|||||||||||||||||||||
Description: Assets | Fair Value | Net Assets | Shares | |||||||||||||||||||
Cash equivalents | ||||||||||||||||||||||
Money market funds | ||||||||||||||||||||||
Fidelity Institutional Prime Money Market Portfolio (cost $ 161,718 ) | $ | 161,718 | 2.49 | % | 161,718 | |||||||||||||||||
Notional Amount | ||||||||||||||||||||||
Commodity futures contracts | (Long Exposure) | |||||||||||||||||||||
United States soybean futures contracts | ||||||||||||||||||||||
CBOT soybean futures MAY16 ( 45 contracts) |
$
|
16,175 | 0.25 | % | $ | 1,956,375 | ||||||||||||||||
Percentage of | Notional Amount | |||||||||||||||||||||
Description: Liabilities | Fair Value | Net Assets | (Long Exposure) |
|
||||||||||||||||||
Commodity futures contracts | ||||||||||||||||||||||
United States soybean futures contracts | ||||||||||||||||||||||
CBOT soybean futures MAR16 ( 52 contracts) | $ | 30,075 | 0.46 | % | $ | 2,247,050 | ||||||||||||||||
CBOT soybean futures NOV16 ( 52 contracts) | 208,587 | 3.21 | 2,295,150 | |||||||||||||||||||
Total commodity futures contracts | $ | 238,662 | 3.67 | % | $ | 4,542,200 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM SOYBEAN FUND
SCHEDULE OF INVESTMENTS
December 31, 2014
Percentage of |
|
|
|||||||||||||||||||||
Description: Assets | Fair Value | Net Assets | Shares | ||||||||||||||||||||
Cash equivalents | |||||||||||||||||||||||
Money market funds | |||||||||||||||||||||||
Dreyfus Cash Management - Institutional (cost $ 11,505,788 ) | $ | 11,505,788 | 96.23 | % | 11,505,788 | ||||||||||||||||||
Percentage of | Notional Amount | ||||||||||||||||||||||
Description: Liabilities | Fair Value | Net Assets | (Long Exposure) |
|
|||||||||||||||||||
Commodity futures contracts | |||||||||||||||||||||||
United States soybean futures contracts | |||||||||||||||||||||||
CBOT soybean futures MAR15 ( 82 contracts) | $ | 7,612 | 0.06 | % | $ | 4,196,350 | |||||||||||||||||
CBOT soybean futures MAY15 ( 69 contracts) | 126,663 | 1.06 | 3,555,225 | ||||||||||||||||||||
CBOT soybean futures NOV15 ( 83 contracts) | 142,738 | 1.19 | 4,172,825 | ||||||||||||||||||||
Total commodity futures contracts | $ | 277,013 | 2.31 | % | $ | 11,924,400 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM SOYBEAN FUND
Year ended | Year ended | Year ended | ||||||||||
December 31, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Income | ||||||||||||
Realized and unrealized (loss) gain on trading of commodity futures contracts: | ||||||||||||
Realized loss on commodity futures contracts | $ | (1,355,738 | ) | $ | (278,763 | ) | $ | (43,450 | ) | |||
Net change in unrealized appreciation or depreciation on commodity futures contracts | 54,526 |
|
(88,150 | ) | 32,512 | |||||||
Interest income | 13,129 | 1,938 | 2,723 | |||||||||
Total loss | (1,288,083 | ) | (364,975 | ) | (8,215 | ) | ||||||
Expenses | ||||||||||||
Management fees | 73,362 | 55,964 | 61,251 | |||||||||
Professional fees | 148,286 | 92,777 | 128,298 | |||||||||
Distribution and marketing fees | 117,180 | 61,258 | 152,965 | |||||||||
Custodian fees and expenses | 146,752 | 5,811 | 8,427 | |||||||||
Business permits and licenses fees | 16,608 | 22,120 | 18,103 | |||||||||
General and administrative expenses | 21,654 | 10,923 | 27,718 | |||||||||
Brokerage commissions | 6,043 | 2,376 | 2,082 | |||||||||
Other expenses | 4,465 | 6,679 | 8,160 | |||||||||
Total expenses | 534,350 | 257,908 | 407,004 | |||||||||
Expenses waived by the Sponsor | (304,609 | ) | (65,617 | ) | (68,857 | ) | ||||||
Reimbursement of expenses previously waived | - | 25,139 | 47,161 | |||||||||
Total expenses, net | 229,741 | 217,430 | 385,308 | |||||||||
Net loss | $ | (1,517,824 | ) | $ | (582,405 | ) | $ | (393,523 | ) | |||
Net loss per share | $ | (3.45 | ) | $ | (2.16 | ) | $ | (1.18 | ) | |||
Net loss per weighted average share | $ | (3.93 | ) | $ | (2.31 | ) | $ | (1.53 | ) | |||
Weighted average shares outstanding | 386,237 | 251,648 | 257,127 |
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, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Operations | ||||||||||||
Net loss | $ | (1,517,824 | ) | $ | (582,405 | ) | $ | (393,523 | ) | |||
Capital transactions | ||||||||||||
Issuance of Shares | 2,478,439 | 10,769,361 | 1,859,169 | |||||||||
Redemption of Shares | (6,414,212 | ) | (2,247,779 | ) | (4,084,849 | ) | ||||||
Total capital transactions | (3,935,773 | ) | 8,521,582 | (2,225,680 | ) | |||||||
Net change in net assets | (5,453,597 | ) | 7,939,177 | (2,619,203 | ) | |||||||
Net assets, beginning of period | $ | 11,956,149 | $ | 4,016,972 | $ | 6,636,175 | ||||||
Net assets, end of period | $ | 6,502,552 | $ | 11,956,149 | $ | 4,016,972 | ||||||
Net asset value per share at beginning of period | $ | 20.79 | $ | 22.95 | $ | 24.13 | ||||||
At end of period | $ | 17.34 | $ | 20.79 | $ | 22.95 | ||||||
Creation of Shares | 125,000 | 500,000 | 75,000 | |||||||||
Redemption of Shares | 325,000 | 100,000 | 175,000 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM SOYBEAN FUND
Year ended | Year ended | Year ended | ||||||||||
December 31, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net loss | $ | (1,517,824 | ) | $ | (582,405 | ) | $ | (393,523 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Net change in unrealized appreciation or depreciation on commodity futures contracts | (54,526 | ) | 88,150 | (32,512 | ) | |||||||
Changes in operating assets and liabilities: | ||||||||||||
Due from broker | 97,434 |
|
(301,348 | ) | 269,811 | |||||||
Interest receivable | 735 |
|
(528 | ) | 167 | |||||||
Restricted cash | (142,616 | ) | - | - | ||||||||
Other assets | (7,806 | ) | 3,688 | (19,185 | ) | |||||||
Management fee payable to Sponsor | (4,538 | ) | 6,955 | (2,250 | ) | |||||||
Other liabilities | (3,050 | ) | 3,903 | (242 | ) | |||||||
Net cash used in operating activities | (1,632,191 | ) | (781,585 | ) | (177,734 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from sale of Shares | 2,478,439 | 10,769,361 | 1,859,169 | |||||||||
Redemption of Shares | (6,414,212 | ) | (2,247,779 | ) | (4,084,849 | ) | ||||||
Net cash (used in) provided by financing activities | (3,935,773 | ) | 8,521,582 | (2,225,680 | ) | |||||||
Net change in cash and cash equivalents | (5,567,964 | ) | 7,739,997 | (2,403,414 | ) | |||||||
Cash and cash equivalents, beginning of period | 11,505,788 | 3,765,791 | 6,169,205 | |||||||||
Cash and cash equivalents, end of period | $ | 5,937,824 | $ | 11,505,788 | $ | 3,765,791 |
The accompanying notes are an integral part of these financial statements.
December 31, 2015
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 Funds Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of SOYB is to have the daily changes in percentage terms of the Shares NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for soybeans (Soybean Futures Contracts) that are traded on the CBOT. The three Soybean Futures Contracts will generally be: (1) second-to-expire CBOT Soybean Futures Contract, weighted 35 %, (2) the third-to-expire CBOT Soybean Futures Contract, weighted 30 %, and (3) the CBOT Soybean Futures Contract expiring in the November following the expiration month of the third-to-expire contract, weighted 35 %.
The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Funds sponsor is Teucrium Trading, LLC (the Sponsor). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the NFA) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the CFTC) effective November 10, 2009.
On June 17, 2011, the Funds initial registration of 10,000,000 shares on Form S-1 was declared effective by the SEC. On September 19, 2011, the Fund listed its shares on the NYSE Arca under the ticker symbol SOYB. On the business day prior to that, the Fund issued 100,000 shares in exchange for $ 2,500,000 at the Funds initial NAV of $ 25 per share. The Fund also commenced investment operations on September 19, 2011 by purchasing soybean commodity futures contracts traded on the CBOT. On December 31, 2010, the Fund had four shares outstanding, which were owned by the Sponsor. On June 30, 2014, a subsequent registration statement for SOYB was declared effective by the SEC.
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 Funds aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 Principal Contracts and Agreements
On August 17, 2015 (the Conversion Date), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds. The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC ( USBFS ), is 777 East Wisconsin Avenue, Milwaukee, WI, 53202. In addition, effective on the Conversion Date, USBFS , a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Funds Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee. The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS and U.S. Bank .
Given this conversion, the Sponsor has, for the year-ended December 31, 2015, reflected an expense, before and after fees waived by the Sponsor, for fees associated with Custodian, Fund Administration and Transfer Agent services (Custodian Fees) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund. The Custodian Fees reflected in the financial statements through December 31, 2015, net of expenses waived by the Sponsor, are generally as had been presented in prior periods of 2015.
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075 % of average gross assets up to $1 billion, and .0050 % of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06 % of average gross assets on the first $250 million, 0.05 % on the next $250 million, 0.04 % on the next $500 million and 0.03 % on the balance over $1 billion annually. A combined minimum annual fee of up to $ 64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. For the year ended December 31, 2015, such expenses include both the fees for the Bank of New York Mellon and USBFS. The Funds recognized $ 146,752 in 2015, $ 5,811 in 2014 and $ 8,427 in 2013 for these services, which was recorded in custodian fees and expenses on the statement of operations; of this expense $ 146,752 in 2015, $ 1,140 in 2014 and $ 0 in 2013 was waived by the Sponsor.
The Sponsor and the Trust employ Foreside Fund Services, LLC (Foreside or the Distributor) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the SASA) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (FINRA) rules. For its services as the Distributor, Foreside receives a fee of 0.01 % of the Funds 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. The Fund recognized $ 11,704 in 2015, $ 5,621 in 2014 and $ 14,766 in 2013 for these services, which was recorded in distribution and marketing fees on the combined statement of operations; of this expense $ 6,242 in 2015, $ 1,943 in 2014 and $ 0 in 2013 was waived by the Sponsor.
In 2014 and 2013, Newedge USA, LLC (Newedge USA) served as the Funds futures commission merchant (FCM) and primary clearing broker to execute and clear the Funds futures transactions and provide other brokerage-related services. In 2014, the Funds introduced the use of Jefferies LLC (Jefferies), for the execution and clearing of the Funds futures and options, if any, on futures transactions. On January 2, 2015, Newedge USA, LLC (Newedge USA) merged with and into SG Americas Securities, LLC (SG), with the latter as the surviving entity. On February 6, 2015 Jefferies LLC (Jefferies) became the Funds FCM and primary clearing broker. All futures contracts held by SG were transferred to Jefferies on that date. As of February 23, 2015 all residual cash balances held at SG had been transferred to Jefferies and the balance in all SG accounts was $ 0 . Effective June 3, 2015, ED&F Man Capital Markets Inc. (ED&F Man) replaced Jefferies as the Underlying Funds FCM and the clearing broker to execute and clear the Underlying Funds futures and provide other brokerage-related services. As of June 4, 2015 all futures contracts and residual cash balances held at Jefferies had been transferred to ED&F Man and the balance in all Jefferies accounts was $ 0 .
Currently, ED&F Man serves as the Underlying Funds clearing broker to execute and clear the Underlying Funds futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. F or Corn, Soybean, Sugar and Wheat Futures Contrac ts ED&F Man, Jefferies, SG and Newedge was paid $ 8.00 per round turn, and WTI Crude Oil and Natural Gas Futures Contracts Newedge was paid $ 6.00 per round turn. The Fund recognized $ 6,043 in 2015, $ 2,376 in 2014 and $ 2,082 in 2013 for these services, which was recorded in brokerage commissions on the combined statement of operations and was paid for by the Fund. None of these were waived by the Sponsor.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. The Fund recognized $ 403 in 2015, $ 104 in 2014 and $ 396 in 2013 for these services, which was recorded in business permits and licenses fees on the statement of operations; of this expense $ 403 in 2015, $ 0 in 2014 and $ 0 in 2013 was waived by the Sponsor.
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 Boards 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 at prevailing market rates for such investments.
Brokerage Commissions
Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.
Income Taxes
For tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Funds 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 Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2012 to 2015, 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, 2015, 2014, 2013 and 2012. However, the Funds conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2015, 2014 and 2013.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Funds management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called Redemption Baskets. The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.
The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Funds statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Funds statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
Cash and Cash Equivalents
Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly-liquid nature and short-term maturities. The Fund has these balances of its assets on deposit with banks. The Fund had a balance of $ 161,718 and $ 11,505,788 in money market funds at December 31, 2015 and December 31, 2014, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities. Effective in the second quarter 2015, the Sponsor invested a portion of the available cash for the Fund in alternative demand-deposit savings accounts, which is classified as cash and not as a cash equivalent. The Fund had a balance of $5,776,106 in demand-deposit savings accounts as of December 31, 2015. This change resulted in a reduction in the balance held in money market funds. Assets deposited with the bank may, at times, exceed federally insured limits.
Restricted Cash
On August 17, 2015 (the Conversion Date), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds. Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that are held in custody at The Bank of New York Mellon under this amended agreement are reflected on the statements of assets and liabilities of the Fund and the Trust as restricted cash.
Due from/to Broker
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing brokers records.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the traders broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the traders 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 traders 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 traders position. With respect to the Funds 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 Funds NAV is calculated by:
The administrator, USBFS, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.
In determining the value of Soybean Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter soybean interests is determined based on the value of the commodity or futures contract underlying such soybean interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such soybean interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the fair value of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open soybean interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide 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 Trusts tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. For the years ended December 31, 2015, 2014 and 2013; such expenses, which are primarily included as distribution and marketing fees, totaled $ 124,331 in 2015, $ 49,492 in 2014 and $ 111,577 in 2013; of these amounts, $ 49,086 in 2015, $ 12,915 in 2014 and $ 280 in 2013 were waived by the Sponsor. All asset-based fees and expenses for the Funds are calculated on the prior days net assets.
For the year ended December 31, 2015, there were $ 304,609 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period. For the year ended December 31, 2014, there were $ 65,617 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period. For the year ended December 31, 2013, there were $ 68,857 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor.
For the year ended December 31, 2013, there were $ 68,857 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by SOYB in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In 2014, asset growth and other changes experienced by SOYB enabled the Sponsor to claim reimbursement of $ 25,139 from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.
For the year ended December 31, 2012, there were $ 76,921 recorded in the financial statements of the Sponsor which were subject to reimbursement by SOYB in 2013. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In 2013, asset growth and other changes experienced by SOYB enabled the Sponsor to claim reimbursement of $ 47,161 from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value - Definition and Hierarchy
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Funds 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 Funds 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, 2015 and 2014, in the opinion of the Trust and the Fund, the reported value of the Soybean Futures Contracts traded on the CBOT fairly reflected the value of the Soybean Futures Contracts held by the Fund, with no adjustments necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
For the year ended December 31, 2015, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
For the quarter ended March 31, 2014, Soybean Futures Contracts traded on the CBOT which will settle on November 13, 2015 (the NOV15 Soybean Contracts) did not, in the opinion of the Trust and SOYB, trade in an actively traded futures market as defined in the policy of the Trust and SOYB for the entire period during which they were held. Accordingly, the Trust and SOYB have classified these as a Level 2 liability for the period ended March 31, 2014. The NOV15 Soybean Contracts were, in the opinion of the Trust and SOYB, fairly valued at settlement on March 31, 2014. The value of the contracts were $ 12,075 , the balance transferred back to a Level 1 liability for the quarter ended June 30, 2014.
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Expenses
Expenses are recorded using the accrual method of accounting.
Net Income (Loss) per Share
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
New Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 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 company is currently evaluating the impact on the financial statements and disclosures of the Trust and the Funds.
The FASB issued ASU 2015-10, Technical Corrections and Improvements. The amendments in this update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments are effective for fiscal years beginning after December 15, 2015. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The ASU amends ASC 820 to create a practical expedient to measure the fair value of investments in certain entities that do not have a quoted market price but calculate net asset value per share or its equivalent. In addition, the amendments to ASC 820 provide guidance on classifying investments that are measured using the practical expedient in the fair value hierarchy and require specific disclosures for eligible investments, regardless of whether the practical expedient has been applied. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. These amendments are required to be applied retrospectively to all periods presented The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-06, Earnings per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions. The amendments specify how earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated to the various interest holders in a master limited partnership for purposes of calculating earning per unit under the two-class method. The amendments to this update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amendments are required to be applied retrospectively for all periods presented. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The amendments are intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The amendments to this update are effective for periods beginning after December 15, 2015. These amendments are required to be applied retrospectively for all periods presented. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this update change the requirements for reporting discontinued operations in Subtopic 2015-20. A significant provision of ASU 2014-08 calls for reporting as discontinued operations only those disposals that represent a strategic shift or have a major impact on the entitys financial results and operations. The Company elected to early adopt this ASU for the year ended December 31, 2014 and the adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds, even with the liquidation of CRUD and NAGS in December 2014.
Note 4 Fair Value Measurements
The Funds assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Funds significant accounting policies in Note 3. The following table presents information about the Funds assets and liabilities measured at fair value as of December 31, 2015 and December 31, 2014:
December 31, 2015
Balance as of | |||||||||||||||||||||||||||
Assets: | Level 1 | Level 2 | Level 3 | December 31, 2015 | |||||||||||||||||||||||
Cash equivalents | $ | 161,718 | $ | | $ | | $ | 161,718 | |||||||||||||||||||
Soybean futures contracts |
|
16,175 |
|
| 16,175 | ||||||||||||||||||||||
Total | $ |
177,893
|
$ | | $ | | $ | 177,893 |
Balance as of | |||||||||||||||||||||||||||
Liabilities: | Level 1 | Level 2 | Level 3 | December 31, 2015 | |||||||||||||||||||||||
Soybean futures contracts | $ | 238,662 | $ | | $ | | $ | 238,662 |
December 31, 2014
Balance as of | |||||||||||||||||||||||||||
Assets: | Level 1 | Level 2 | Level 3 | December 31, 2014 | |||||||||||||||||||||||
Cash equivalents | $ | 11,505,788 | $ | | $ | | $ | 11,505,788 |
Balance as of | |||||||||||||||||||||||||||
Liabilities: | Level 1 | Level 2 | Level 3 | December 31, 2014 | |||||||||||||||||||||||
Soybean futures contracts | $ | 277,013 | $ | | $ | | $ | 277,013 |
For the year ended December 31, 201 5 , the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
Transfers into and out of each level of the fair value hierarchy for the NOV14 Soybean Contracts for the period from January 1, 2014 through December 31, 2014 were as follows:
Transfers
into Level 1 |
Transfers
out of Level 1 |
Transfers
into Level 2 |
Transfers
out of Level 2 |
Transfers
into Level 3 |
Transfers
out of Level 3 |
|||||||||||||
Liabilities (at fair value) | ||||||||||||||||||
Derivative contracts | ||||||||||||||||||
Soybean future contracts | $ | 12,075 | $ | 12,075 | $ | 12,075 | $ | 12,075 | $ | - | $ | - |
See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
Note 5 - Derivative Instruments and Hedging Activities
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The 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 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, 2015 and 2014, the Fund invested only in commodity futures contracts.
Futures Contracts
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Funds exposure to counterparty risk since futures contracts are exchange-traded; and the exchanges 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 FCMs proprietary activities. A customers cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCMs segregation requirements. In the event of an FCMs insolvency, recovery may be limited to the Funds 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 der ivative 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, 2015 and Newedge USA as of December 31, 2014.
Offsetting of Financial Assets and Derivative Assets as of December 31, 2015
(i) | (ii) | (iii) = (i) (ii) | (iv) | (v) = (iii) (iv) | ||||||||||||||
Gross Amount Not Offset in the
Statement of Assets and Liabilities |
||||||||||||||||||
Description |
Gross Amount
of Recognized Assets |
Gross Amount
Offset in the Statement of Assets and Liabilities |
Net Amount
Presented in the Statement of Assets and Liabilities |
Futures Contracts
Available for Offset |
Collateral, Due
to Broker |
Net Amount | ||||||||||||
Commodity price | ||||||||||||||||||
Soybean futures contracts | $ |
16,175
|
$ | - | $ | 16,175 | $ | 16,175 | $ | 0 | $ | - |
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2015
(i) | (ii) | (iii) = (i) (ii) | (iv) | (v) = (iii) (iv) | ||||||||||||||
Gross Amount Not Offset in the
Statement of Assets and Liabilities |
||||||||||||||||||
Description |
Gross Amount
of Recognized Liabilities |
Gross Amount
Offset in the Statement of Assets and Liabilities |
Net Amount
Presented in the Statement of Assets and Liabilities |
Futures Contracts
Available for Offset |
Collateral, Due
from Broker |
Net Amount | ||||||||||||
Commodity price | ||||||||||||||||||
Soybean futures contracts | $ | 238,662 | $ | - | $ | 238,662 | $ | 16,175 | $ | 222,487 | $ | - |
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2014
(i) | (ii) | (iii) = (i) (ii) | (iv) | (v) = (iii) (iv) | ||||||||||||||
Gross Amount Not Offset in the
Statement of Assets and Liabilities |
||||||||||||||||||
Description |
Gross Amount
of Recognized Liabilities |
Gross Amount
Offset in the Statement of Assets and Liabilities |
Net Amount
Presented in the Statement of Assets and Liabilities |
Futures Contracts
Available for Offset |
Collateral, Due
from Broker |
Net Amount | ||||||||||||
Commodity price | ||||||||||||||||||
Soybean futures contracts | $ | 277,013 | $ | - | $ | 277,013 | $ | - | $ | 277,013 | $ | - |
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:
Year ended December 31, 2015
Net Change in Unrealized |
|
||||||||||
Realized Loss on | Appreciation or Depreciation on |
|
|||||||||
Commodity Futures Contracts | Commodity Futures Contacts |
|
|||||||||
Commodity Price |
|
||||||||||
Soybean futures contracts | $ | (1,355,738 | ) | $ | 54,526 |
|
|||||
Year ended December 31, 2014
Net Change in Unrealized |
|
|||||||||
Realized Loss on | Appreciation or Depreciation on |
|
||||||||
Commodity Futures Contracts | Commodity Futures Contacts |
|
||||||||
Commodity Price | ||||||||||
Soybean futures contracts | $ | ( 278,763 | ) | $ | (88,150 | ) | ||||
Year ended December 31, 2013
Net Change in Unrealized |
|
|||||||||
Realized Loss on | Appreciation or Depreciation on |
|
||||||||
Commodity Futures Contracts | Commodity Futures Contacts |
|
||||||||
Commodity Price | ||||||||||
Soybean futures contracts | $ | (43,450 | ) | $ | 32,512 |
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held was $ 7.1 million in 2015, $ 7.9 million in 2014 and $ 5.5 million in 2013.
Note 6 - Financial Highlights
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2015, 2014 and 2013. 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.
Per Share Operation Performance |
Year ended
December 31, 2015 |
Year ended
|
Year ended
|
|||||
Net asset value at beginning of period | $ | 20.79 | $ | 22.95 | $ 24.13 | |||
From investment operations: | ||||||||
Investment income | 0.03 | 0.01 | 0.01 | |||||
Net realized and unrealized (loss) gain on commodity futures contracts | (2.89 | ) | (1.31 | ) | 0.31 | |||
Total net expenses | (0.59 | ) | (0.86 | ) | (1.50 | ) | ||
Net decrease in net asset value | (3.45 | ) | (2.16 | ) | (1.18 | ) | ||
Net asset value at end of period | $ | 17.34 | $ | 20.79 | $ 22.95 | |||
Total Return | (16.59 | )% | (9.41 | )% | (4.89 | )% | ||
Ratios to Average Net Assets | ||||||||
Total expenses | 7.31 | % | 4.59 | % | 6.66 | % | ||
Total expense, net | 3.14 | % | 3.87 | % | 6.30 | % | ||
Net investment loss | (2.96 | )% | (3.83 | )% | (6.26 | )% |
Effective in the third quarter 2015, the financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses. In prior periods, the financial highlights per share data are calculated using the average of the daily shares outstanding for the reporting period, which is inclusive of the last day of the period. Any change in methodology was not material to the ratios presented.
Note 7 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, 2015 and 2014.
First | Second | Third | Fourth | |||||||||||||
Quarter 2015 | Quarter 2015 | Quarter 2015 | Quarter 2015 | |||||||||||||
Total (Loss) Income | $ | (526,088 | ) | $ | 387,766 |
|
$ | (974,019 | ) | $ | (175,741 | ) | ||||
Total Expenses | $ | 92,839 | $ | 112,600 | $ | 199,526 | $ | 129,385 | ||||||||
Total Expenses, net | $ | 43,689 | $ | 47,578 | $ | 69,975 | $ | 68,499 | ||||||||
Net (Loss) Income | $ | (569,777 | ) | $ | 340,188 |
|
$ | (1,043,994 | ) | $ | (244,241 | ) | ||||
Net (Loss) Income per share | $ | (1.17 | ) | $ | 0.98 |
|
$ | (2.62 | ) | $ | (0.64 | ) |
First | Second | Third | Fourth | |||||||||||||
Quarter 2014 | Quarter 2014 | Quarter 2014 | Quarter 2014 | |||||||||||||
Total Income (Loss) | $ | 351,840 |
|
$ | (93,839 | ) | $ | (945,445 | ) | $ | 322,470 | |||||
Total Expenses | $ | 48,722 | $ | 46,310 | $ | 88,832 | $ | 74,043 | ||||||||
Total Expenses, net | $ | 68,812 | $ | 51,132 | $ | 38,815 | $ | 58,670 | ||||||||
Net Income (Loss) | $ | 283,028 |
|
$ | (144,971 | ) | $ | (984,260 | ) | $ | 263,800 | |||||
Net Income (Loss) per share | $ | 1.72 |
|
$ | (0.52 | ) | $ | (4.99 | ) | $ | 1.63 |
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 will not be obligated to reimburse the Sponsor.
Note 9 Subsequent Events
Management has evaluated the financial statements for the year-ended December 31, 2015 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:
Effective January 1, 2016, ED&F Man, the FCM for the Fund, increased the per round-term charge for futures contracts commission to $ 9.00 from the previous $ 8.00 reported herein.
The total net asset value of the Fund increased by 50.2 % to $ 9,765,635 . This was driven by a 46.7 % increase in shares outstanding and a 2.4 % increase in the net asset value per share.
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of
Teucrium Sugar Fund
We have audited the accompanying statements of assets and liabilities of Teucrium Sugar Fund, (the Fund), including the schedules of investments, as of December 31, 2015 and 2014, and the related statements of operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2015. These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Teucrium Sugar Fund as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2015 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), the Funds internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 15, 2016 expressed an unqualified opinion.
/s/ GRANT THORNTON LLP
Iselin, New Jersey
March 15, 2016
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of
Teucrium Sugar Fund
We have audited the internal control over financial reporting of Teucrium Sugar Fund (the Fund) as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Funds 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 Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Funds internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.
A funds 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 funds 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 funds 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.
In our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements of the Fund as of and for the year ended December 31, 2015, and our report dated March 15, 2016 expressed an unqualified opinion on those financial statements.
/s/ GRANT THORNTON LLP
Iselin, New Jersey
March 15, 2016
Report of Independent Registered Public Accounting Firm
To the Sponsor of
Teucrium Sugar Fund
We have audited the accompanying statements of operations, changes in net assets and cash flows of the Teucrium Sugar Fund (the Fund) for the year ended December 31, 2013 . These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audit .
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements of the Teucrium Sugar Fund referred to above present fairly, in all material respects, the results of its operations, changes in its net assets and its cash flows for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
/s/Rothstein Kass
Walnut Creek, California
March 14, 2014
TEUCRIUM SUGAR FUND
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2015 | December 31, 2014 | ||||||||||
Assets | |||||||||||
Cash and cash equivalents | $ | 4,932,791 | $ | 2,489,338 | |||||||
Interest receivable | 49 | 173 | |||||||||
Restricted cash | 142,457 | - | |||||||||
Other assets | 11,942 | 26,019 | |||||||||
Equity in trading accounts: | |||||||||||
Commodity futures contracts | 364,056 | - | |||||||||
Due from broker | 58,431 | 650,131 | |||||||||
Total equity in trading accounts | 422,487 | 650,131 | |||||||||
Total assets | 5,509,726 | 3,165,661 | |||||||||
Liabilities | |||||||||||
Other liabilities | 1,063 | 494 | |||||||||
Equity in trading accounts: | |||||||||||
Commodity futures contracts | - | 503,955 | |||||||||
Total liabilities | 1,063 | 504,449 | |||||||||
Net assets | $ | 5,508,663 | $ | 2,661,212 | |||||||
Shares outstanding | 550,004 | 225,004 | |||||||||
Net asset value per share | $ | 10.02 | $ | 11.83 | |||||||
Market value per share | $ | 10.06 | $ | 11.88 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM SUGAR FUND
December 31, 2015
Percentage of |
|
||||||||||||||||||
Description: Assets | Fair Value | Net Assets | Shares | ||||||||||||||||
Cash equivalents | |||||||||||||||||||
Money market funds | |||||||||||||||||||
Fidelity Institutional Prime Money Market Portfolio (cost $ 297,460 ) | $ | 297,460 | 5.40 | % | 297,460 | ||||||||||||||
Notional Amount | |||||||||||||||||||
(Long Exposure) | |||||||||||||||||||
Commodity futures contracts | |||||||||||||||||||
United States sugar futures contracts | |||||||||||||||||||
ICE sugar futures MAY16 ( 115 contracts) | $ | 151,973 | 2.76 | % | $ | 1,921,696 | |||||||||||||
ICE sugar futures JUL16 ( 101 contracts) | 199,517 | 3.62 | 1,656,077 | ||||||||||||||||
ICE sugar futures MAR17 ( 114 contracts) | 12,566 | 0.23 | 1,927,968 | ||||||||||||||||
Total commodity futures contracts | $ | 364,056 | 6.61 | % | $ | 5,505,741 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM SUGAR FUND
SCHEDULE OF INVESTMENTS
December 31, 2014
Percentage of |
|
|||||||||||||||||||
Description: Assets | Fair Value | Net Assets | Shares | |||||||||||||||||
Cash equivalents | ||||||||||||||||||||
Money market funds | ||||||||||||||||||||
Dreyfus Cash Management - Institutional (cost $ 2,484,769 ) | $ | 2,484,769 | 93.37 | % | 2,484,769 | |||||||||||||||
Percentage of | Notional Amount | |||||||||||||||||||
Description: Liabilities | Fair Value | Net Assets | (Long Exposure) | |||||||||||||||||
Commodity futures contracts | ||||||||||||||||||||
United States sugar futures contracts | ||||||||||||||||||||
ICE sugar futures MAY15 ( 55 contracts) | $ | 241,953 | 9.09 | % | $ | 919,072 | ||||||||||||||
ICE sugar futures JUL15 ( 47 contracts) | 98,930 | 3.72 | 802,760 | |||||||||||||||||
ICE sugar futures MAR16 ( 51 contracts) | 163,072 | 6.13 | 937,910 | |||||||||||||||||
Total commodity futures contracts | $ | 503,955 | 18.94 | % | $ | 2,659,742 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM SUGAR FUND
Year ended | Year ended | Year ended | ||||||||||
December 31, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Income | ||||||||||||
Realized and unrealized (loss) gain on trading of commodity futures contracts: | ||||||||||||
Realized loss on commodity futures contracts | $ | (1,279,891 | ) | $ | (131,410 | ) | $ | (400,994 | ) | |||
Net change in unrealized appreciation or depreciation on commodity futures contracts | 868,011 |
|
(320,555 | ) | (105,022 | ) | ||||||
Interest income | 7,670 | 813 | 1,125 | |||||||||
Total loss | (404,210 | ) | (451,152 | ) | (504,891 | ) | ||||||
Expenses | ||||||||||||
Management fees | 35,486 | 27,285 | 23,915 | |||||||||
Professional fees | 65,660 | 71,226 | 55,396 | |||||||||
Distribution and marketing fees | 55,723 | 37,936 | 37,856 | |||||||||
Custodian fees and expenses | 139,745 | 3,965 | - | |||||||||
Business permits and licenses fees | 15,726 | 13,066 | 8,784 | |||||||||
General and administrative expenses | 8,732 | 12,278 | 5,422 | |||||||||
Brokerage commissions | 4,000 | 3,000 | 1,294 | |||||||||
Other expenses | 2,751 | 2,350 | 2,025 | |||||||||
Total expenses | 327,823 | 171,106 | 134,692 | |||||||||
Expenses waived by the Sponsor | (256,227 | ) | (119,696 | ) | (97,147 | ) | ||||||
Total expenses, net | 71,596 | 51,410 | 37,545 | |||||||||
Net loss | $ | (475,806 | ) | $ | (502,562 | ) | $ | (542,436 | ) | |||
Net loss income per share | $ | (1.81 | ) | $ | (2.27 | ) | $ | (3.71 | ) | |||
Net loss income per weighted average share | $ | (1.28 | ) | $ | (2.56 | ) | $ | (3.37 | ) | |||
Weighted average shares outstanding | 373,018 | 195,963 | 161,031 |
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, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Operations | ||||||||||||
Net loss | $ | (475,806 | ) | $ | (502,562 | ) | $ | (542,436 | ) | |||
Capital transactions | ||||||||||||
Issuance of Shares | 3,767,602 | 1,067,083 | 784,941 | |||||||||
Redemption of Shares | (444,345 | ) | (371,712 | ) | - |
|
||||||
Total capital transactions | 3,323,257 | 695,371 | 784,941 | |||||||||
Net change in net assets | 2,847,451 | 192,809 | 242,505 |
|
||||||||
Net assets, beginning of period | $ | 2,661,212 | $ | 2,468,403 | $ | 2,225,898 | ||||||
Net assets, end of period | $ | 5,508,663 | $ | 2,661,212 | $ | 2,468,403 | ||||||
Net asset value per share at beginning of period | $ | 11.83 | $ | 14.10 | $ | 17.81 | ||||||
At end of period | $ | 10.02 | $ | 11.83 | $ | 14.10 | ||||||
Creation of Shares | 375,000 | 75,000 | 50,000 | |||||||||
Redemption of Shares | 50,000 | 25,000 | - |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM SUGAR FUND
Year ended | Year ended | Year ended | ||||||||||
December 31, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net loss | $ | (475,806 | ) | $ | (502,562 | ) | $ | (542,436 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Net change in unrealized appreciation or depreciation on commodity futures contracts | (868,011 | ) | 320,555 | 105,022 |
|
|||||||
Changes in operating assets and liabilities: | ||||||||||||
Due from broker | 591,700 |
|
(388,444 | ) | (72,428 | ) | ||||||
Interest receivable | 124 |
|
(14 | ) | 5 |
|
||||||
Restricted cash | (142,457 | ) |
-
|
- | ||||||||
Other assets | 14,077 |
|
(2,376 | ) | 3,424 |
|
||||||
Other liabilities | 569 | 431 |
|
(684 | ) | |||||||
Net cash used in operating activities | (879,804 | ) | (572,410 | ) | (507,097 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from sale of Shares | 3,767,602 | 1,067,083 | 784,941 | |||||||||
Redemption of Shares | (444,345 | ) | (371,712 | ) | - |
|
||||||
Net cash provided by financing activities | 3,323,257 | 695,371 | 784,941 | |||||||||
Net change in cash and cash equivalents | 2,443,453 | 122,961 | 277,844 | |||||||||
Cash and cash equivalents, beginning of period | 2,489,338 | 2,366,377 | 2,088,533 | |||||||||
Cash and cash equivalents, end of period | $ | 4,932,791 | $ | 2,489,338 | $ | 2,366,377 |
The accompanying notes are an integral part of these financial statements.
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 Funds Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of CANE is to have the daily changes in percentage terms of the Shares NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for sugar (Sugar Futures Contracts) that are traded on ICE Futures US (ICE Futures), specifically: (1) the second-to-expire Sugar No. 11 Futures Contract (a Sugar No. 11 Futures Contract), weighted 35 %, (2) the third-to-expire Sugar No. 11 Futures Contract, weighted 30 %, and (3) the Sugar No. 11 Futures Contract expiring in the March following the expiration month of the third-to-expire contract, weighted 35 %.
The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Funds sponsor is Teucrium Trading, LLC (the Sponsor). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the NFA) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the CFTC) effective November 10, 2009.
On June 17, 2011, the Funds initial registration of 10,000,000 shares on Form S-1 was declared effective by the U.S. Securities and Exchange Commission (SEC). On September 19, 2011, the Fund listed its shares on the NYSE Arca under the ticker symbol CANE. On the business day prior to that, the Fund issued 100,000 shares in exchange for $ 2,500,000 at the Funds initial NAV of $ 25 per share. The Fund also commenced investment operations on September 19, 2011 by purchasing commodity futures contracts traded on ICE. On December 31, 2010, the Fund had four shares outstanding, which were owned by the Sponsor. On June 30, 2014, a subsequent registration statement for CANE was declared effective by the SEC.
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 Funds aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 Principal Contracts and Agreements
On August 17, 2015 (the Conversion Date), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds. The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC ( USBFS ), is 777 East Wisconsin Avenue, Milwaukee, WI, 53202. In addition, effective on the Conversion Date, USBFS , a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Funds Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee. The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS and U.S. Bank .
Given this conversion, the Sponsor has, for the year-ended December 31, 2015, reflected an expense, before and after fees waived by the Sponsor, for fees associated with Custodian, Fund Administration and Transfer Agent services (Custodian Fees) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund. The Custodian Fees reflected in the financial statements through December 31, 2015, net of expenses waived by the Sponsor, are generally as had been presented in prior periods of 2015.
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075 % of average gross assets up to $1 billion, and .0050 % of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06 % of average gross assets on the first $250 million, 0.05 % on the next $250 million, 0.04 % on the next $500 million and 0.03 % on the balance over $1 billion annually. A combined minimum annual fee of up to $ 64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. For the year ended December 31, 2015, such expenses include both the fees for the Bank of New York Mellon and USBFS. The Funds recognized $ 139,745 in 2015, $ 3,965 in 2014 and $ 0 in 2013 for these services, which was recorded in custodian fees and expenses on the combined statement of operations; of this expense $ 139,745 in 2015, $ 3,965 in 2014 and $ 0 in 2013 was waived by the Sponsor.
The Sponsor and the Trust employ Foreside Fund Services, LLC as the Distributor for the Funds. The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the SASA) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under FINRA rules. For its services as the Distributor, Foreside receives a fee of 0.01 % of the Funds 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. The Fund recognized $ 4,354 in 2015, $ 2,842 in 2014 and $ 2,210 in 2013 for these services, which was recorded in distribution and marketing fees on the statement of operations; of this expense $ 2,770 in 2015, $ 2,842 in 2014 and $ 2,210 in 2013 was waived by the Sponsor.
In 2014 and 2013, Newedge USA, LLC (Newedge USA) served as the Funds futures commission merchant (FCM) and primary clearing broker to execute and clear the Funds futures transactions and provide other brokerage-related services. In 2014, the Funds introduced the use of Jefferies LLC (Jefferies), for the execution and clearing of the Funds futures and options, if any, on futures transactions. On January 2, 2015, Newedge USA, LLC (Newedge USA) merged with and into SG Americas Securities, LLC (SG), with the latter as the surviving entity. On February 6, 2015 Jefferies LLC (Jefferies) became the Funds FCM and primary clearing broker. Al l futures contracts held by SG were transferred to Jefferies on that date. As of February 23, 2015 all residual cash balances held at SG had been transferred to Jefferies and the balance in all SG accounts was $ 0 . Effective June 3, 2015, ED&F Man Capital Markets Inc. (ED&F Man) replaced Jefferies as the Underlying Funds FCM and the clearing broker to execute and clear the Underlying Funds futures and provide other brokerage-related services. As of June 4, 2015 all futures contracts and residual cash balances held at Jefferies had been transferred to ED&F Man and the balance in all Jefferies accounts was $ 0 .
Currently, ED&F Man serves as the Funds clearing broker to execute and clear futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges . For Sugar Futures Contracts Newedge, SG, Jefferies and ED&F Man were paid $ 8.00 per round turn. The Fund recognized $ 4,000 in 2015, $ 3,000 in 2014 and $ 1,294 in 2013 for these services, which was recorded in brokerage commissions on the statement of operations; of this expense $ 4,000 in 2015, $ 0 in 2014 and $ 0 in 2013 was waived by the Sponsor.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. The Fund recognized $ 130 in 2015, $ 52 in 2014 and $ 17 in 2013 for these services, which was recorded in business permits and licenses fees on the statement of operations; this expense was waived by the Sponsor for all years presented.
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 Boards 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 at prevailing market rates for such investments.
Brokerage Commissions
Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.
Income Taxes
For tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Funds 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 Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2012 to 2015, 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, 2015, 2014, 2013 and 2012. However, the Funds conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2015, 2014 and 2013.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Funds management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called Redemption Baskets. The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.
The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Funds statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Funds statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
Cash and Cash Equivalents
Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly-liquid nature and short-term maturities. The Fund has these balances of its assets on deposit with banks. The Fund had a balance of $ 297,460 and $ 2,484,769 in money market funds at December 31, 2015 and December 31, 2014, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities. Effective in the second quarter 2015, the Sponsor invested a portion of the available cash for the Fund in alternative demand-deposit savings accounts, which is classified as cash and not as a cash equivalent. The Fund had a balance of $ 4,635,331 in a demand-deposit savings account on December 31, 2015. This change resulted in a reduction in the balance held in money market funds. Assets deposited with financial institutions, at times, exceed federally insured limits.
Restricted Cash
On August 17, 2015 (the Conversion Date), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds. Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that are held in custody at The Bank of New York Mellon under this amended agreement are reflected on the statements of assets and liabilities of the Fund and the Trust as restricted cash.
Due from/to Broker
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing brokers records.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the traders broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the traders 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 traders 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 traders position. With respect to the Funds 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 Funds NAV is calculated by:
The administrator, USBFS, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.
In determining the value of Sugar Futures Contracts, the administrator uses the ICE closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter sugar interests is determined based on the value of the commodity or futures contract underlying such sugar interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such sugar interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the fair value of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open sugar interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00 % per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trusts tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. For the years ended December 31 2015, 2014 and 2013, such expenses, which are primarily included as distribution and marketing fees, totaled $ 47,236 in 2015, $ 25,911 in 2014 and $ 22,989 in 2013; of these amounts, $ 33,483 in 2015, $ 25,845 in 2014 and $ 22,989 in 2013 were waived by the Sponsor. All asset-based fees and expenses for the Funds are calculated on the prior days net assets.
For the year ended December 31, 2015, there were $ 256,227 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period. For the year ended December 31, 2014, there were $ 119,696 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period. For the year ended December 31, 2013, there were $ 97,147 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.
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 Funds 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 Funds 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, 2015 and 2014, in the opinion of the Trust and the Fund, the reported value of the Sugar Futures Contracts traded on the ICE fairly reflected the value of the Sugar Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
For the year ended December 31, 2015, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
For the quarter ended June 30, 2014, Sugar Futures Contracts traded on ICE due to settle on February 29, 2016 (the "MAR16 Sugar Contracts") did not, in the opinion of the Trust and CANE, trade in an actively traded futures market as defined in the policy of the Trust and CANE for the entire period during which they were held. Accordingly, the Trust and CANE classified these as a Level 2 asset. The MAR16 Sugar Contracts were, in the opinion of the Trust and CANE, fairly valued at settlement on June 30, 2014. The value of the contracts were $ 17,405 , the balance transferred back to a Level 1 asset for the quarter ended September 30, 2014.
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Expenses
Expenses are recorded using the accrual method of accounting.
Net Income (Loss) per Share
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
New Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 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 company is currently evaluating the impact on the financial statements and disclosures of the Trust and the Funds.
The FASB issued ASU 2015-10, Technical Corrections and Improvements. The amendments in this update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments are effective for fiscal years beginning after December 15, 2015. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The ASU amends ASC 820 to create a practical expedient to measure the fair value of investments in certain entities that do not have a quoted market price but calculate net asset value per share or its equivalent. In addition, the amendments to ASC 820 provide guidance on classifying investments that are measured using the practical expedient in the fair value hierarchy and require specific disclosures for eligible investments, regardless of whether the practical expedient has been applied. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. These amendments are required to be applied retrospectively to all periods presented The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-06, Earnings per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions. The amendments specify how earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated to the various interest holders in a master limited partnership for purposes of calculating earning per unit under the two-class method. The amendments to this update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amendments are required to be applied retrospectively for all periods presented. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The amendments are intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The amendments to this update are effective for periods beginning after December 15, 2015. These amendments are required to be applied retrospectively for all periods presented. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this update change the requirements for reporting discontinued operations in Subtopic 2015-20. A significant provision of ASU 2014-08 calls for reporting as discontinued operations only those disposals that represent a strategic shift or have a major impact on the entitys financial results and operations. The Company elected to early adopt this ASU for the year ended December 31, 2014 and the adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds, even with the liquidation of CRUD and NAGS in December 2014.
Note 4 Fair Value Measurements
The Funds assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Funds significant accounting policies in Note 3. The following table presents information about the Funds assets and liabilities measured at fair value as of December 31, 2015 and December 31, 2014:
Decembe r 31, 2015
Assets: | Level 1 | Level 2 | Level 3 |
Balance as of
December 31, 2015 |
||||||||||||
Cash equivalents | $ | 297,460 | $ | - | $ | - | $ | 297,460 | ||||||||
Sugar futures contracts | 364,056 | - | - | 364,056 | ||||||||||||
Total | $ | 661,516 | $ | - | $ | - | $ | 661,516 |
December 31, 2014
Assets: | Level 1 | Level 2 | Level 3 |
Balance as of
December 31, 2014 |
||||||||||||
Cash equivalents | $ | 2,484,769 | $ | - | $ | - | $ | 2,484,769 |
Liabilities: | Level 1 | Level 2 | Level 3 |
Balance as of
December 31, 2014 |
||||||||||||
Sugar futures contracts | $ | 503,955 | $ | - | $ | - | $ | 503,955 |
For the year ended December 31, 2015, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
Transfers into and out of each level of the fair value hierarchy for the MAR16 Sugar Contracts, for period from January 1, 2014 through December 31, 2014 were as follows:
Transfers | Transfers | Transfers | Transfers | Transfers | Transfers | |||||||||||||||||||
into | out of | into | out of | into | out of | |||||||||||||||||||
Level 1 | Level 1 | Level 2 | Level 2 | Level 3 | Level 3 | |||||||||||||||||||
Assets (at fair value) | ||||||||||||||||||||||||
Derivative contracts | ||||||||||||||||||||||||
Sugar future contracts | $ | 17,405 | $ | 17,405 | $ | 17,405 | $ | 17,405 | $ | - | $ | - |
See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
Note 5 Derivative Instruments and Hedging Activities
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The 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 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, 2015 and 2014, the Fund invested only in commodity futures contracts.
Futures Contracts
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Funds exposure to counterparty risk since futures contracts are exchange-traded; and the exchanges 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 FCMs proprietary activities. A customers cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCMs segregation requirements. In the event of an FCMs insolvency, recovery may be limited to the Funds 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, cat egorized by primary underlying risk and held by the FCM, ED&F Man as of December 31, 2015 and Newedge USA as of December 31, 2014.
Offsetting of Financial Assets and Derivative Assets as of December 31, 2015
(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 | $ | 364,056 | $ | - | $ | 364,056 | $ | - | $ | - | $ | 364,056 |
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2014
(i) | (ii) | (iii) = (i) (ii) | (iv) | (v) = (iii) (iv) | ||||||||||||||||||||||||
Gross Amount Not Offset in the | ||||||||||||||||||||||||||||
Statement of Assets and Liabilities | ||||||||||||||||||||||||||||
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 | $ | 503,955 | $ | - | $ | 503,955 | $ | - | $ | 503,955 | $ | - |
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:
Year ended December 31, 2015
Net Change in Unrealized | ||||||||||||
Realized Loss on | Appreciation or Depreciation on | |||||||||||
Commodity Futures Contracts | Commodity Futures Contacts | |||||||||||
Commodity Price | ||||||||||||
Sugar futures contracts | $ | (1,279,891 | ) | $ | 868,011 | |||||||
Year ended December 31, 2014
Net Change in Unrealized | ||||||||||||
Realized Loss on | Appreciation or Depreciation on | |||||||||||
Commodity Futures Contracts | Commodity Futures Contacts | |||||||||||
Commodity Price | ||||||||||||
Sugar futures contracts | $ | (131,410 | ) | $ | (320,555) | |||||||
Year ended December 31, 2013
Net Change in Unrealized | ||||||||||||
Realized Loss on | Appreciation or Depreciation on | |||||||||||
Commodity Futures Contracts | Commodity Futures Contacts | |||||||||||
Commodity Price | ||||||||||||
Sugar futures contracts | $ | (400,994 | ) | $ | (105,022 ) | |||||||
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held was $ 4.1 million in 2015, $ 2.7 million in 2014 and $ 2.4 million in 2013.
Note 6 - Financial Highlights
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2015, 2014 and 2013. 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.
Per Share Operation Performance |
Year ended
|
Year ended December 31, 2014 |
Year ended December 31, 2013 |
|
|||||
Net asset value at beginning of period | $ | 11.83 | $ | 14.10 | 17.81 | ||||
From investment operations: | |||||||||
Investment income | 0.02 | - | - | ||||||
Net realized and unrealized loss on commodity futures contracts | (1.64 | ) | (2.01 | ) | (3.48 | ) | |||
Total net expenses | (0.19 | ) | (0.26 | ) | (0.23 | ) | |||
Net decrease in net asset value | (1.81 | ) | (2.27 | ) | (3.71 | ) | |||
Net asset value at end of period | $ | 10.02 | $ | 11.83 | 14.10 | ||||
Total Return | (15.30 | )% | (16.10 | )% | (20.83 | )% | |||
Ratios to Average Net Assets | |||||||||
Total expenses | 9.16 | % | 6.26 | % | 5.45 | % | |||
Total expense, net | 2.00 | % | 1.88 | % | 1.52 | % | |||
Net investment loss | (1.79 | )% | (1.85 | )% | (1.47 | )% |
Effective in the third quarter 2015, the financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses. In prior periods, the financial highlights per share data are calculated using the average of the daily shares outstanding for the reporting period, which is inclusive of the last day of the period. Any change in methodology was not material to the ratios presented.
Note 7 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, 2015 and 2014.
First | Second | Third | Fourth | |||||||||||||
Quarter 2015 | Quarter 2015 | Quarter 2015 | Quarter 2015 | |||||||||||||
Total (Loss) Income | $ | (551,776) | $ | (90,123 | ) | $ | (328,266 | ) | $ | 565,955 |
|
|||||
Total Expenses | $ | 28,517 | $ | 86,939 | $ | 128,825 | $ | 83,542 | ||||||||
Total Expenses, net | $ | 12,101 | $ | 15,530 | $ | 19,472 | $ | 24,493 | ||||||||
Net (Loss) Income | $ | (563,877) | $ | (105,653 | ) | $ | (347,738 | ) | $ | 541,462 |
|
|||||
Net (Loss) Income per share | $ | (2.27) | $ | (0.07 | ) | $ | (0.74 | ) | $ | 1.27 |
|
First | Second | Third | Fourth | |||||||||||||
Quarter 2014 | Quarter 2014 | Quarter 2014 | Quarter 2014 | |||||||||||||
Total Income (Loss) | $ | 221,222 |
|
$ | (28,717 | ) | $ | (357,110 | ) | $ | (286,546 | ) | ||||
Total Expenses | $ | 50,093 | $ | 44,430 | $ | 50,196 | $ | 26,388 | ||||||||
Total Expenses, net | $ | 13,158 | $ | 13,491 | $ | 12,596 | $ | 12,166 | ||||||||
Net Income (Loss) | $ | 208,064 |
|
$ | (42,208 | ) | $ | (369,706 | ) | $ | (298,712 | ) | ||||
Net Income (Loss) per share | $ | 1.14 |
|
$ | (0.21 | ) | $ | (1.85 | ) | $ | (1.34 | ) |
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 will not be obligated to reimburse the Sponsor.
Note 9 Subsequent Events
Management has evaluated the financial statements for the year-ended December 31, 2015 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:
Effective January 1, 2016, ED&F Man, the FCM for the Fund, increased the per round-term charge for futures contracts commission to $ 9.00 from the previous $ 8.00 reported herein.
The total net asset value of the Fund decreased by 30.0 % to $ 3,856,587 . This was driven by a 31.2 % decrease in shares outstanding which was partially offset by a 2.6 % increase in the net asset value per share.
On February 18, 2016, $ 3,389 of cash that had been held in custody at The Bank of New York Mellon was transferred to the Funds account at U.S. Bank. The balance for Restricted Cash is $ 139,068 as of this filing.
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of
Teucrium Wheat Fund
We have audited the accompanying statements of assets and liabilities of Teucrium Wheat Fund, (the Fund), including the schedules of investments, as of December 31, 2015 and 2014, and the related statements of operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2015. These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Teucrium Wheat Fund as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2015 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), the Funds internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 15, 2016 expressed an unqualified opinion.
/s/ GRANT THORNTON LLP
Iselin, New Jersey
March 15, 2016
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of
Teucrium Wheat Fund
We have audited the internal control over financial reporting of Teucrium Wheat Fund (the Fund) as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Funds 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 Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Funds internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.
A funds 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 funds 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 funds 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.
In our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements of the Fund as of and for the year ended December 31, 2015, and our report dated March 15, 2016 expressed an unqualified opinion on those financial statements.
/s/ GRANT THORNTON LLP
Iselin, New Jersey
March 15, 2016
Report of Independent Registered Public Accounting Firm
To the Sponsor of
Teucrium Wheat Fund
We have audited the accompanying statements of operations, changes in net assets and cash flows of the Teucrium Wheat Fund (the Fund) for the year ended December 31, 2013 . These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audit .
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements of the Teucrium Wheat Fund referred to above present fairly, in all material respects, the results of its operations, changes in its net assets and its cash flows for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
/s/Rothstein Kass
Walnut Creek, California
March 14, 2014
TEUCRIUM WHEAT FUND
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2015 | December 31, 2014 | ||||||||||
Assets | |||||||||||
Cash and cash equivalents | $ | 24,579,091 | $ | 21,568,368 | |||||||
Interest receivable | 297 | 1,707 | |||||||||
Restricted cash | 22,610 | - | |||||||||
Other assets | 153,564 | 76,748 | |||||||||
Equity in trading accounts: | |||||||||||
Commodity futures contracts | - | 729,626 | |||||||||
Due from broker | 3,721,388 | - | |||||||||
Total equity in trading accounts | 3,721,388 | 729,626 | |||||||||
Total assets | 28,476,950 | 22,376,449 | |||||||||
Liabilities | |||||||||||
Management fee payable to Sponsor | 23,226 | 22,583 | |||||||||
Other liabilities | - | 16,479 | |||||||||
Equity in trading accounts: | |||||||||||
Commodity futures contracts | 1,924,464 | 13,125 | |||||||||
Due to broker | - | 60,805 | |||||||||
Total equity in trading accounts | 1,924,464 | 73,930 | |||||||||
Total liabilities | 1,947,690 | 112,992 | |||||||||
Net assets | $ | 26,529,260 | $ | 22,263,457 | |||||||
Shares outstanding | 2,900,004 | 1,750,004 | |||||||||
Net asset value per share | $ | 9.15 | $ | 12.72 | |||||||
Market value per share | $ | 9.14 | $ | 12.74 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM WHEAT FUND
December 31, 2015
Percentage of | |||||||||||
Description: Assets | Fair Value | Net Assets | Shares | ||||||||
Cash equivalents | |||||||||||
Money market funds | |||||||||||
Fidelity Institutional Prime Money Market Portfolio (cost $ 1,179,336 ) | $ | 1,179,336 | 4.45 | % | 1,179,336 | ||||||
Percentage of | Notional Amount | ||||||||||
Description: Liabilities | Fair Value | Net Assets | (Long Exposure ) | ||||||||
Commodity futures contracts | |||||||||||
United States wheat futures contracts |
|
||||||||||
CBOT wheat futures MAY16 ( 390 contracts) | $ | 379,713 | 1.43 | % | $ | 9,291,750 | |||||
CBOT wheat futures JUL16 ( 330 contracts) | 331,313 | 1.25 | 7,973,625 | ||||||||
CBOT wheat futures DEC16 ( 366 contracts) |
|
1,213,438 | 4.57 |
|
|
9,287,250 | |||||
Total commodity futures contracts | $ | 1,924,464 | 7.25 | % | $ | 26,552,625 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM WHEAT FUND
SCHEDULE OF INVESTMENTS
December 31, 2014
Percentage of | |||||||||||
Description: Assets | Fair Value | Net Assets | Shares | ||||||||
Cash equivalents | |||||||||||
Money market funds | |||||||||||
Dreyfus Cash Management - Institutional (cost $ 21,568,368 ) | $ | 21,568,368 | 96.88 | % | 21,568,368 | ||||||
Notional Amount | |||||||||||
(Long Exposure ) | |||||||||||
Commodity futures contracts | |||||||||||
United States wheat futures contracts | |||||||||||
CBOT wheat futures MAY15 ( 262 contracts) | $ | 687,450 | 3.09 | % | $ | 7,787,950 | |||||
CBOT wheat futures JUL15 ( 223 contracts) | 42,176 | 0.19 | 6,662,125 | ||||||||
Total commodity futures contracts | $ | 729,626 | 3.28 | % | $ | 14,450,075 | |||||
Percentage of | Notional Amount | ||||||||||
Description: Liabilities | Fair Value | Net Assets | (Long Exposure ) | ||||||||
Commodity futures contracts | |||||||||||
United States wheat futures contracts | |||||||||||
CBOT wheat futures DEC15 ( 254 contracts) | 13,125 | 0.06 | 7,807,325 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM WHEAT FUND
Year ended | Year ended | Year ended | ||||||||||
December 31, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Income | ||||||||||||
Realized and unrealized (loss) gain on trading of commodity futures contracts: | ||||||||||||
Realized loss on commodity futures contracts | $ | (4,559,863 | ) | $ | (2,486,162 | ) | $ | (1,554,250 | ) | |||
Net change in unrealized appreciation or depreciation on commodity futures contracts | (2,640,963 | ) | 1,415,175 |
|
(507,587 | ) | ||||||
Interest income | 54,109 | 9,064 | 3,016 | |||||||||
Total loss | (7,146,717 | ) | (1,061,923 | ) | (2,058,821 | ) | ||||||
Expenses | ||||||||||||
Management fees | 254,597 | 183,042 | 66,300 | |||||||||
Professional fees | 213,241 | 161,791 | 131,259 | |||||||||
Distribution and marketing fees | 374,436 | 237,457 | 141,282 | |||||||||
Custodian fees and expenses | 171,747 | 11,175 | 7,473 | |||||||||
Business permits and licenses fees | 13,803 | 26,622 | 18,118 | |||||||||
General and administrative expenses | 66,012 | 24,564 | 27,725 | |||||||||
Brokerage commissions | 20,561 | 15,896 | 4,300 | |||||||||
Other expenses | 7,307 | 10,960 | 10,249 | |||||||||
Total expenses | 1,121,704 | 671,507 | 406,706 | |||||||||
Expenses waived by the Sponsor | (130,716 | ) | (31,697 | ) | (69,416 | ) | ||||||
Reimbursement of expenses previously waived | - | 46,302 | 51,467 | |||||||||
Total expenses, net | 990,988 | 686,112 | 388,757 | |||||||||
Net loss | $ | (8,137,705 | ) | $ | (1,748,035 | ) | $ | (2,447,578 | ) | |||
Net loss per share | $ | (3.57 | ) | $ | (2.12 | ) | $ | (6.41 | ) | |||
Net loss per weighted average share | $ | (3.29 | ) | $ | (1.24 | ) | $ | (6.45 | ) | |||
Weighted average shares outstanding | 2,470,483 | 1,408,223 | 379,525 |
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, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Operations | ||||||||||||
Net loss | $ | (8,137,705 | ) | $ | (1,748,035 | ) | $ | (2,447,578 | ) | |||
Capital transactions | ||||||||||||
Issuance of Shares | 18,019,705 | 34,552,580 | 7,532,514 | |||||||||
Redemption of Shares | (5,616,197 | ) | (17,589,175 | ) | (1,756,058 | ) | ||||||
Total capital transactions | 12,403,508 | 16,963,405 | 5,776,456 | |||||||||
Net change in net assets | 4,265,803 | 15,215,370 | 3,328,878 | |||||||||
Net assets, beginning of period | $ | 22,263,457 | $ | 7,048,087 | $ | 3,719,209 | ||||||
Net assets, end of period | $ | 26,529,260 | $ | 22,263,457 | $ | 7,048,087 | ||||||
Net asset value per share at beginning of period | $ | 12.72 | $ | 14.84 | $ | 21.25 | ||||||
At end of period | $ | 9.15 | $ | 12.72 | $ | 14.84 | ||||||
Creation of Shares | 1,675,000 | 2,575,000 | 400,000 | |||||||||
Redemption of Shares | 525,000 | 1,300,000 | 100,000 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM WHEAT FUND
Year ended | Year ended | Year ended | ||||||||||
December 31, 2015 | December 31, 2014 | December 31, 2013 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net loss | $ | (8,137,705 | ) | $ | (1,748,035 | ) | $ | (2,447,578 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Net change in unrealized appreciation or depreciation on commodity futures contracts | 2,640,963 |
|
(1,415,175 | ) | 507,587 | |||||||
Changes in operating assets and liabilities: | ||||||||||||
Due from broker | (3,721,388 | ) | 1,253,668 |
|
(720,704 | ) | ||||||
Interest receivable | 1,410 |
|
(1,257 | ) | (247 | ) | ||||||
Restricted cash | (22,610 | ) | - | - | ||||||||
Other assets | (76,816 | ) | (26,188 | ) | (24,117 | ) | ||||||
Due to broker | (60,805 | ) | 60,805 | - | ||||||||
Management fee payable to Sponsor | 645 | 16,491 | 3,317 | |||||||||
Other liabilities | (16,479 | ) | 13,015 | 19 | ||||||||
Net cash used in operating activities | (9,392,785 | ) | (1,846,676 | ) | (2,681,723 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from sale of Shares | 18,019,705 | 34,552,580 | 7,532,514 | |||||||||
Redemption of Shares | (5,616,197 | ) | (17,589,175 | ) | (1,756,058 | ) | ||||||
Net cash provided by financing activities | 12,403,508 | 16,963,405 | 5,776,456 | |||||||||
Net change in cash and cash equivalents | 3,010,723 | 15,116,729 | 3,094,733 | |||||||||
Cash and cash equivalents, beginning of period | 21,568,368 | 6,451,639 | 3,356,906 | |||||||||
Cash and cash equivalents, end of period | $ | 24,579,091 | $ | 21,568,368 | $ | 6,451,639 |
The accompanying notes are an integral part of these financial statements.
December 31, 2015
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 Funds Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of WEAT is to have the daily changes in percentage terms of the Shares NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for three futures contracts for wheat (Wheat Futures Contracts) that are traded on the CBOT, specifically: (1) the second-to-expire CBOT Wheat Futures Contract, weighted 35 %, (2) the third-to-expire CBOT Wheat Futures Contract, weighted 30 %, and (3) the CBOT Wheat Futures Contract expiring in the December following the expiration month of the third-to-expire contract, weighted 35 %.
The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Funds sponsor is Teucrium Trading, LLC (the Sponsor). The Sponsor is responsible for the management of the Fund. The Sponsor is a member of the National Futures Association (the NFA) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the CFTC) effective November 10, 2009.
On June 17, 2011, the Funds initial registration of 10,000,000 shares on Form S-1 was declared effective by the SEC. On September 19, 2011, the Fund listed its shares on the NYSE Arca under the ticker symbol WEAT. On the business day prior to that, the Fund issued 100,000 shares in exchange for $ 2,500,000 at the Funds initial NAV of $ 25 per share. The Fund also commenced investment operations on September 19, 2011 by purchasing commodity futures contracts traded on the CBOT. On December 31, 2010, the Fund had four shares outstanding, which were owned by the Sponsor. On June 30, 2014, a subsequent registration statement for WEAT was declared effective by the SEC.
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 Funds aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 Principal Contracts and Agreements
On August 17, 2015 (the Conversion Date), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds. The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC ( USBFS ), is 777 East Wisconsin Avenue, Milwaukee, WI, 53202. In addition, effective on the Conversion Date, USBFS , a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Funds Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee. The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS and U.S. Bank .
Given this conversion, the Sponsor has, for the year-ended December 31, 2015, reflected an expense, before and after fees waived by the Sponsor, for fees associated with Custodian, Fund Administration and Transfer Agent services (Custodian Fees) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund. The Custodian Fees reflected in the financial statements through December 31, 2015, net of expenses waived by the Sponsor, are generally as had been presented in prior periods of 2015.
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075 % of average gross assets up to $1 billion, and .0050 % of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06 % of average gross assets on the first $250 million, 0.05 % on the next $250 million, 0.04 % on the next $500 million and 0.03 % on the balance over $1 billion annually. A combined minimum annual fee of up to $ 64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. For the year ended December 31, 2015, such expenses include both the fees for the Bank of New York Mellon and USBFS. The Fund recognized $ 171,747 in 2015, $ 11,175 in 2014 and $ 7,473 in 2013 for these services, which was recorded in custodian fees and expenses on the combined statement of operations; of this expense $ 60,512 in 2015, $ 0 in 2014 and $ 0 in 2013 was waived by the Sponsor.
The Sponsor and the Trust employ Foreside Fund Services, LLC as the Distributor for the Funds. The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the SASA) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under FINRA rules. For its services as the Distributor, Foreside receives a fee of 0.01 % of the Funds 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. The Fund recognized $ 35,804 in 2015, $ 22,146 in 2014 and $ 13,845 in 2013 for these services, which was recorded in distribution and marketing fees on the statement of operations and was paid for by the Fund.
In 2014 and 2013, Newedge USA, LLC (Newedge USA) served as the Funds futures commission merchant (FCM) and primary clearing broker to execute and clear the Funds futures transactions and provide other brokerage-related services. In 2014, the Funds introduced the use of Jefferies LLC (Jefferies), for the execution and clearing of the Funds futures and options, if any, on futures transactions. On January 2, 2015, Newedge USA, LLC (Newedge USA) merged with and into SG Americas Securities, LLC (SG), with the latter as the surviving entity. On February 6, 2015 Jefferies LLC (J efferies) became the Funds FCM and primary clearing broker. All futures contracts held by SG were transferred to Jefferies on that date. As of February 23, 2015 all residual cash balances held at SG had been transferred to Jefferies and the balance in all SG accounts was $ 0 . Effective June 3, 2015, ED&F Man Capital Markets Inc. (ED&F Man) replaced Jefferies as the Underlying Funds FCM and the clearing broker to execute and clear the Underlying Funds futures and provide other brokerage-related services. As of June 4, 2015 all futures contracts and residual cash balances held at Jefferies had been transferred to ED&F Man and the balance in all Jefferies accounts was $ 0 .
Currently, ED&F Man serves as the Funds clearing broker to execute and clear futures and provide other brokerage-related services. ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges . For Wheat Futures Contracts Newedge, SG and Jefferies were paid $ 8.00 per round turn. The Fund recognized $ 20,561 in 2015, $ 15,896 in 2014 and $ 4,300 in 2013 for these services, which was recorded in brokerage commissions on the statement of operations; of this expense $ 4,000 in 2015, $ 0 in 2014 and $ 0 in 2013 was waived by the Sponsor.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. The Fund recognized $ 885 in 2015, $ 687 in 2014 and $ 396 in 2013 for these services, which was recorded in business permits and licenses fees on the statement of operations and was paid for by the Fund.
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 Boards 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 at prevailing market rates for such investments.
Brokerage Commissions
Brokerage commissions on all open commodity futures contracts are accrued on the trade date and on a full-turn basis.
Income Taxes
For tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the shareholders report their share of the Funds 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 Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2012 to 2015, 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, 2015, 2014, 2013 and 2012. However, the Funds conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2015, 2014 and 2013.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Funds management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called Redemption Baskets. The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.
The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Funds statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Funds statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
Cash and Cash Equivalents
Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly-liquid nature and short-term maturities. The Fund has these balances of its assets on deposit with banks. The Fund had a balance of $ 1,179,336 and $ 21,568,368 in money market funds at December 31, 2015 and December 31, 2014, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities. Effective in the second quarter 2015, the Sponsor invested a portion of the available cash for the Fund in alternative demand-deposit savings accounts, which is classified as cash and not as a cash equivalent. The Fund had a balance of $ 23,399,755 in a demand-deposit savings account on December 31, 2015. This change resulted in a reduction in the balance held in money market funds. Assets deposited with financial institutions, at times, exceed federally insured limits.
Restricted Cash
On August 17, 2015 (the Conversion Date), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds. Per the amended agreement between the Sponsor and The Bank of New York Mellon dated August 14, 2015, certain cash amounts for each Fund, except in the case of TAGS, are to remain at The Bank of New York Mellon until amounts for services and early termination fees are paid. The amended agreement allows for payments for such amounts owed to be made through December 31, 2017. Cash balances that are held in custody at The Bank of New York Mellon under this amended agreement are reflected on the statements of assets and liabilities of the Fund and the Trust as restricted cash.
Due from/to Broker
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing brokers records.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the traders broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the traders 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 traders 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 traders position. With respect to the Funds 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 Funds NAV is calculated by:
The administrator, USBFS, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.
In determining the value of Wheat Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. New York time. The value of over-the-counter wheat interests is determined based on the value of the commodity or futures contract underlying such wheat interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such wheat interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the fair value of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open wheat interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide 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 Trusts tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. For the period ended December 31, such expenses, which are primarily included as distribution and marketing fees, totaled $ 382,178 in 2015, $ 193,111 in 2014 and $ 104,432 in 2013; of these amounts, $ 22,364 in 2015, $ 5,100 in 2014 and $ 280 in 2013 were waived by the Sponsor. All asset-based fees and expenses for the Funds are calculated on the prior days net assets.
For the year ended December 31, 2015 there were $ 130,716 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period. For the year ended December 31, 2014, there were $ 31,697 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period. For the year ended December 31, 2013, there were $ 69,416 o f expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor.
For the year ended December 31, 2013, there were $ 69,416 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by WEAT in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In 2014, asset growth and other changes experienced by WEAT enabled the Sponsor to claim reimbursement of $ 46,302 from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.
For the year ended December 31, 2012, there were $ 101,790 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by WEAT in 2013. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. In 2013, asset growth and other changes experienced by WEAT enabled the Sponsor to claim reimbursement of $ 51,467 from the Fund. This amount is reflected in the statements of operations as a reimbursement of previously waived expenses.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value - Definition and Hierarchy
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Funds 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 Funds own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the three months being reported.
On December 31, 2015 and 2014, in the opinion of the Trust and the Fund, the reported value of the Wheat Futures Contracts traded on the CBOT fairly reflected the value of the Wheat Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determin ation of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the three and nine months being reported.
For the quarter ended June 30, 2015, Wheat Futures Contracts traded on the CBOT due to settle on December 14, 2016 (the "DEC16 Wheat Contracts") did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT for the entire period during which they were held. Accordingly, the Trust and WEAT classified these as a Level 2 asset, The DEC16 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on June 30, 2015. The value of the contracts were $ 1,178,088 , the balance transferred back to a Level 1 asset for the quarter ended September 30, 2015.
The Wheat Futures Contracts traded on the CBOT due to settle on December 14, 2015 (the DEC15 Wheat Contracts) did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT for portions of the three months ended June 30, 2014. Accordingly, the Trust and WEAT classified these as a Level 2 liability as of June 30, 2014. The DEC15 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on June 30, 2014. In addition, for portions of the three months ended September 30, 2014, the DEC15 Wheat Contracts did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT. Accordingly, the Trust and WEAT classified these as a Level 2 liability as of September 30, 2014. The DEC15 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on September 30, 2014. The value of the contracts were $ 2,437,725 , the balance transferred back to a Level 1 liability for the quarter ended December 31, 2014 as shown in Note 4.
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) 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 company is currently evaluating the impact on the financial statements and disclosures of the Trust and the Funds.
The FASB issued ASU 2015-10, Technical Corrections and Improvements. The amendments in this update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments are effective for fiscal years beginning after December 15, 2015. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The ASU amends ASC 820 to create a practical expedient to measure the fair value of investments in certain entities that do not have a quoted market price but calculate net asset value per share or its equivalent. In addition, the amendments to ASC 820 provide guidance on classifying investments that are measured using the practical expedient in the fair value hierarchy and require specific disclosures for eligible investments, regardless of whether the practical expedient has been applied. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. These amendments are required to be applied retrospectively to all periods presented The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-06, Earnings per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions. The amendments specify how earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated to the various interest holders in a master limited partnership for purposes of calculating earning per unit under the two-class method. The amendments to this update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amendments are required to be applied retrospectively for all periods presented. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The amendments are intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The amendments to this update are effective for periods beginning after December 15, 2015. These amendments are required to be applied retrospectively for all periods presented. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this update change the requirements for reporting discontinued operations in Subtopic 2015-20. A significant provision of ASU 2014-08 calls for reporting as discontinued operations only those disposals that represent a strategic shift or have a major impact on the entitys financial results and operations. The Company elected to early adopt this ASU for the year ended December 31, 2014 and the adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds, even with the liquidation of CRUD and NAGS in December 2014.
Note 4 Fair Value Measurements
The Funds assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Funds significant accounting policies in Note 3. The following table presents information about the Funds assets and liabilities measured at fair value as of December 31, 2015 and December 31, 2014:
December 31, 2015
Balance as of | ||||||||||||||||||||||||
Assets: | Level 1 | Level 2 | Level 3 | December 31, 2015 | ||||||||||||||||||||
Cash equivalents
|
$ | 1,179,336 | $ | - | $ | - | $ | 1,179,336 |
Balance as of | ||||||||||||||||||||||||
Liabilities: | Level 1 | Level 2 | Level 3 | December 31, 2015 | ||||||||||||||||||||
Wheat futures contracts | $ | 1,924,464 | $ | - | $ | - | $ | 1,924,464 |
December 31, 2014
Balance as of | ||||||||||||||||||||||||
Assets: | Level 1 | Level 2 | Level 3 | December 31, 2014 | ||||||||||||||||||||
Cash equivalents | $ | 21,568,368 | $ | - | $ | - | $ | 21,568,368 | ||||||||||||||||
Wheat futures contracts | 729,626 | - | - | 729,626 | ||||||||||||||||||||
Total | $ | 22,297,994 | $ | - | $ | - | $ | 22,297,994 |
Balance as of | ||||||||||||||||||||||||
Liabilities: | Level 1 | Level 2 | Level 3 | December 31, 2014 | ||||||||||||||||||||
Wheat futures contracts | $ | 13,125 | $ | - | $ | - | $ | 13,125 |
Transfers into and out of each level of the fair value hierarchy for the DEC15 Wheat Contracts, for the period from January 1, 2015 through December 31, 2015 were as follows:
Transfers | Transfers | Transfers | Transfers | Transfers | Transfers | |||||||||||||
into | out of | into | out of | into | out of | |||||||||||||
Level 1 | Level 1 | Level 2 | Level 2 | Level 3 | Level 3 | |||||||||||||
Assets (at fair value) | ||||||||||||||||||
Derivative contracts | ||||||||||||||||||
Wheat future contracts | $ | 1,178,088 | $ | 1,178,088 | $ | 1,178,088 | $ | 1,178,088 | $ | - | $ | - |
Transfers into and out of each level of the fair value hierarchy for the DEC14 Wheat Contracts, for the period from January 1, 2014 through December 31, 2014 were as follows:
Transfers | Transfers | Transfers | Transfers | Transfers | Transfers | |||||||||||||
into | out of | into | out of | into | out of | |||||||||||||
Level 1 | Level 1 | Level 2 | Level 2 | Level 3 | Level 3 | |||||||||||||
Liabilities (at fair value) | ||||||||||||||||||
Derivative contracts | ||||||||||||||||||
Wheat future contracts | $ | 2,437,725 | $ | 2,437,725 | $ | 2,437,725 | $ | 2,437,725 | $ | - | $ | - |
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 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 Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ending December 31, 2015 and 2014, the Fund invested only in commodity futures contracts.
Futures Contracts
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with a FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Funds exposure to counterparty risk since futures contracts are exchange-traded; and the exchanges 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 FCMs proprietary activities. A customers cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCMs segregation requirements. In the event of an FCMs insolvency, recovery may be limited to the Funds 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 am ounts 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, 2015 and Newedge USA as of December 31, 2014.
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2015
(i) | (ii) | (iii) = (i) (ii) | (iv) | (v) = (iii) (iv) | ||||||||||||||
Gross Amount Not Offset in the
Statement of Assets and Liabilities |
||||||||||||||||||
Description |
Gross Amount
of Recognized Liabilities |
Gross Amount
Offset in the Statement of Assets and Liabilities |
Net Amount
Presented in the Statement of Assets and Liabilities |
Futures Contracts Available for Offset |
Collateral, Due
from Broker |
Net Amount | ||||||||||||
Commodity price | ||||||||||||||||||
Wheat futures contracts | $ | 1,924,464 | $ | - | $ | 1,924,464 | $ | - | $ | 1,924,464 | $ | - |
Offsetting of Financial Assets and Derivative Assets as of December 31, 2014
(i) | (ii) | (iii) = (i) (ii) | (iv) | (v) = (iii) (iv) | ||||||||||||||
Gross Amount Not Offset in the
Statement of Assets and Liabilities |
||||||||||||||||||
Description |
Gross Amount
of Recognized Assets |
Gross Amount
Offset in the Statement of Assets and Liabilities |
Net Amount
Presented in the Statement of Assets and Liabilities |
Futures Contracts Available for Offset |
Collateral, Due
to Broker |
Net Amount | ||||||||||||
Commodity price | ||||||||||||||||||
Wheat futures contracts | $ | 729,626 | $ | - | $ |
729,626
|
$ | 13,125 | $ |
60,805
|
$ |
655,696
|
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2014
(i) | (ii) | (iii) = (i) (ii) | (iv) | (v) = (iii) (iv) | ||||||||||||||
Gross Amount Not Offset in the
Statement of Assets and Liabilities |
||||||||||||||||||
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 | $ | 13,125 | $ | - | $ | 13,125 | $ | 13,125 | $ | - | $ | - |
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:
Year ended December 31, 2015
Net Change in Unrealized | |||||||||
Realized Loss on | Appreciation or Depreciation on | ||||||||
Commodity Futures Contracts | Commodity Futures Contacts | ||||||||
Commodity Price | |||||||||
Wheat futures contracts | $ | (4,559,863 | ) | $ | (2,640,963) | ||||
Year ended December 31, 2014
Net Change in Unrealized | |||||||||
Realized Loss on | Appreciation or Depreciation on | ||||||||
Commodity Futures Contracts | Commodity Futures Contacts | ||||||||
Commodity Price | |||||||||
Wheat futures contracts | $ | (2,486,162 | ) | $ | 1,415,175 | ||||
Year ended December 31, 2013
Net Change in Unrealized | |||||||||
Realized Loss on | Appreciation or Depreciation on | ||||||||
Commodity Futures Contracts | Commodity Futures Contacts | ||||||||
Commodity Price | |||||||||
Wheat futures contracts | $ | (1,554,250 | ) | $ | (507,587) |
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held was $ 26.6 million in 2015, $ 22.5 million in 2014 and $ 6.2 million 2013.
Note 6 Financial Highlights
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2015, 2014 and 2013. 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.
Per Share Operation Performance |
Year ended
December 31, 2015 |
Year ended December 31, 2014 |
Year ended December 31, 2013 |
||||||
Net asset value at beginning of period | $ | 12.72 | $ |
14.84
|
21.25 | ||||
From investment operations: | |||||||||
Investment income | 0.02 | 0.01 | 0.01 | ||||||
Net realized and unrealized loss on commodity futures contracts | (3.19 | ) | (1.64 | ) | (5.40 | ) | |||
Total net expenses | (0.40 | ) | (0.49 | ) | (1.02 | ) | |||
Net decrease in net asset value | (3.57 | ) | (2.12 | ) | (6.41 | ) | |||
Net asset value at end of period | $ | 9.15 | $ | 12.72 | 14.84 | ||||
Total Return | (28.07 | )% | (14.29 | )% | (30.16 | )% | |||
Ratios to Average Net Assets | |||||||||
Total expenses | 4.40 | % | 3.66 | % | 6.12 | % | |||
Total expense, net | 3.89 | % | 3.74 | % | 5.85 | % | |||
Net investment loss | (3.67 | )% | (3.69 | )% | (5.81 | )% |
Effective in the third quarter 2015, the financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses. In prior periods, the financial highlights per share data are calculated using the average of the daily shares outstanding for the reporting period, which is inclusive of the last day of the period. Any change in methodology was not material to the ratios presented.
Note 7 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, 2015 and 2014.
First | Second | Third | Fourth | ||||||||||
Quarter 2015 | Quarter 2015 | Quarter 2015 | Quarter 2015 | ||||||||||
Total (Loss) Income | $ | (2,895,379 | ) | $ | 3,883,225 |
|
$ | (5,771,360 | ) | $ | (2,363,203 | ) | |
Total Expenses | $ | 186,713 |
|
$ | 253,786 | $ | 307,481 | $ | 373,724 | ||||
Total Expenses, net | $ | 172,413 | $ | 236,786 | $ | 296,607 | $ | 285,182 | |||||
Net (Loss) Income | $ | (3,067,792 | ) | $ | 3,646,439 |
|
$ | (6,067,967 | ) | $ | (2,648,385 | ) | |
Net (Loss) Income per share | $ | (1.81 |
)
|
$ | 1.30 |
|
$ | (2.13 | ) | $ | (0.93 | ) |
First | Second | Third | Fourth | ||||||||||
Quarter 2014 | Quarter 2014 | Quarter 2014 | Quarter 2014 | ||||||||||
Total Income (Loss) | $ | 1,718,269 |
|
$ | ( 2,250,565 | ) | $ | ( 5,533,838 | ) | $ | 5,004,211 |
|
|
Total Expenses | $ | 94,277 | $ | 113,860 | $ | 205,601 | $ | 257,769 | |||||
Total Expenses, net | $ | 122,994 | $ | 130,110 | $ | 206,936 | $ | 226,072 | |||||
Net Income (Loss) | $ | 1,595,275 |
|
$ | ( 2,380,675 | ) | $ | ( 5,740,774 | ) | $ | 4,778,139 |
|
|
Net Income (Loss) per share | $ | 1.74 |
|
$ | ( 2.81 | ) | $ | ( 2.96 | ) | $ | 1.91 |
|
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 will not be obligated to reimburse the Sponsor.
Note 9 Subsequent Events
Management has evaluated the financial statements for the year-ended December 31, 2015 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:
Effective January 1, 2016, ED&F Man, the FCM for the Fund, increased the per round-term charge for futures contracts commission to $ 9.00 from the previous $ 8.00 reported herein.
On February 18, 2016, the remaining cash that had been held in custody at The Bank of New York Mellon was transferred to the Funds account at U.S. Bank. The balance for Restricted Cash is $ 0 as of this filing.
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of
Teucrium Agricultural Fund
We have audited the accompanying statements of assets and liabilities of Teucrium Agricultural Fund, (the Fund), including the schedules of investments, as of December 31, 2015 and 2014, and the related statements of operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2015. These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Teucrium Agricultural Fund as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2015 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), the Funds internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 15, 2016 expressed an unqualified opinion.
/s/ GRANT THORNTON LLP
Iselin, New Jersey
March 15, 2016
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of
Teucrium Agricultural Fund
We have audited the internal control over financial reporting of Teucrium Agricultural Fund (the Fund) as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Funds 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 Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Funds internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.
A funds 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 funds 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 funds 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.
In our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements of the Fund as of and for the year ended December 31, 2015, and our report dated March 15, 2016 expressed an unqualified opinion on those financial statements.
/s/ GRANT THORNTON LLP
Iselin, New Jersey
March 15, 2016
Report of Independent Registered Public Accounting Firm
To the Sponsor of
Teucrium Agricultural Fund
We have audited the accompanying statements of operations, changes in net assets and cash flows of the Teucrium Agricultural Fund (the Fund) for the year ended December 31, 2013 . These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audit .
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements of the Teucrium Agricultural Fund referred to above present fairly, in all material respects, the results of its operations, changes in its net assets and its cash flows for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
/s/Rothstein Kass
Walnut Creek, California
March 14, 2014
TEUCRIUM AGRICULTURAL FUND
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2015 | December 31, 2014 | ||||||||||
Assets | |||||||||||
Cash equivalents | $ | 1,815 | $ | 1,647 | |||||||
Other assets | 2,974 | 10,000 | |||||||||
Equity in trading accounts: | |||||||||||
Investments in securities, at fair value (cost $ 2,126,379 and $ 2,392,877 as of December 31, 2015 and December 31, 2014, respectively) | 1,324,601 | 1,641,102 | |||||||||
Total assets | 1,329,390 | 1,652,749 | |||||||||
Net assets | $ | 1,329,390 | $ | 1,652,749 | |||||||
Shares outstanding | 50,002 |
50,002
|
|
||||||||
Net asset value per share | $ |
26.59 |
$ | 33.05 | |||||||
Market value per share | $ | 26.47 | $ | 33.05 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM AGRICULTURAL FUND
December 31, 2015
Percentage of |
|
||||||||||||||||
Description: Assets | Fair Value | Net Assets | Shares | ||||||||||||||
Exchange-traded funds | |||||||||||||||||
Teucrium Corn Fund | $ | 326,157 | 24.53 | % | 15,358 | ||||||||||||
Teucrium Soybean Fund | 331,730 | 24.95 | 19,131 | ||||||||||||||
Teucrium Sugar Fund | 345,281 | 25.97 | 34,474 | ||||||||||||||
Teucrium Wheat Fund | 321,433 | 24.18 | 35,137 | ||||||||||||||
Total exchange-traded funds (cost $ 2,126,379 ) | $ | 1,324,601 | 99.63 | % | |||||||||||||
Cash equivalents | |||||||||||||||||
Money market funds | |||||||||||||||||
Fidelity Institutional Prime Money Market Portfolio (cost $ 1,815 ) | $ | 1,815 | 0.14 | % | 1,815 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM AGRICULTURAL FUND
SCHEDULE OF INVESTMENTS
December 31, 2014
Percentage of |
|
||||||||||||||||||
Description: Assets | Fair Value | Net Assets | Shares | ||||||||||||||||
Exchange-traded funds | |||||||||||||||||||
Teucrium Corn Fund | $ | 413,423 | 25.01 | % | 15,533 | ||||||||||||||
Teucrium Soybean Fund | 418,586 | 25.33 | 20,131 | ||||||||||||||||
Teucrium Sugar Fund | 414,243 | 25.06 | 35,024 | ||||||||||||||||
Teucrium Wheat Fund | 394,850 | 23.89 | 31,037 | ||||||||||||||||
Total exchange-traded funds (cost $ 2,392,877 ) | $ | 1,641,102 | 99.29 | % | |||||||||||||||
Cash equivalents | |||||||||||||||||||
Money market funds | |||||||||||||||||||
Dreyfus Cash Management - Institutional (cost $ 1,647 ) | $ | 1,647 | 0.10 | % | 1,647 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM AGRICULTURAL FUND
|
|||||||||||||||||||
Year ended | Year ended | Year ended | |||||||||||||||||
December 31, 2015 | December 31, 2014 | December 31, 2013 | |||||||||||||||||
Income | |||||||||||||||||||
Realized and unrealized loss on trading of securities: | |||||||||||||||||||
Realized loss on securities | $ | (266,180 | ) | $ | ( 183,067 | ) | $ | (82,323 | ) | ||||||||||
Net change in unrealized appreciation or depreciation on securities | (50,002 | ) | ( 51,434 | ) | (447,149 | ) | |||||||||||||
Interest loss | (4 | ) | ( 8 | ) | (7 | ) | |||||||||||||
Total loss | (316,186 | ) | ( 234,509 | ) | (529,479 | ) | |||||||||||||
Expenses | |||||||||||||||||||
Professional fees | 25,101 | 34,828 | 20,492 | ||||||||||||||||
Distribution and marketing fees | 16,253 | 20,981 | 33,155 | ||||||||||||||||
Custodian fees and expenses | 133,965 | 1,506 |
|
(16 | ) | ||||||||||||||
Business permits and licenses fees | 15,540 | 19,036 | 12,427 | ||||||||||||||||
General and administrative expenses | 8,732 | 9,092 | 4,846 | ||||||||||||||||
Brokerage commissions | - | - | 122 | ||||||||||||||||
Other expenses | 645 | 854 | 1,313 | ||||||||||||||||
Total expenses | 200,236 | 86,297 | 72,339 | ||||||||||||||||
Expenses waived by the Sponsor | (193,063 | ) | ( 77,113 | ) | (61,539 | ) | |||||||||||||
Total expenses, net | 7,173 | 9,184 | 10,800 | ||||||||||||||||
Net loss | $ | (323,359 | ) | $ | ( 243,693 | ) | $ | (540,279 | ) | ||||||||||
Net loss per share | $ | (6.46 | ) | $ | ( 4.88 | ) | $ | (10.80 | ) | ||||||||||
Net loss per weighted average share | $ | (6.47 | ) | $ | ( 4.87 | ) | $ | (10.80 | ) | ||||||||||
Weighted average shares outstanding | 50,002 | 50,002 | 50,002 |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM AGRICULTURAL FUND
STATEMENTS OF CHANGES IN NET ASSETS
|
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Year ended | Year ended | Year ended | |||||||||||||||||
December 31, 2015 | December 31, 2014 | December 31, 2013 | |||||||||||||||||
Operations | |||||||||||||||||||
Net loss | $ | (323,359 | ) | $ | ( 243,693 | ) | $ | (540,279 | ) | ||||||||||
Net change in net assets | (323,359 | ) | ( 243,693 | ) | (540,279 | ) | |||||||||||||
Net assets, beginning of period | $ | 1,652,749 | $ | 1,896,442 | $ | 2,436,721 | |||||||||||||
Net assets, end of period | $ | 1,329,390 | $ | 1,652,749 | $ | 1,896,442 | |||||||||||||
Net asset value per share at beginning of period | $ | 33.05 |
|
$ | 37.93 | $ | 48.73 | ||||||||||||
At end of period | $ | 26.59 | $ | 33.05 | $ | 37.93 | |||||||||||||
Creation of Shares | - | - | - | ||||||||||||||||
Redemption of Shares | - | - | - |
The accompanying notes are an integral part of these financial statements.
TEUCRIUM AGRICULTURAL FUND
|
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Year ended | Year ended |
Year ended
|
|||||||||||||||||
December 31, 2015 | December 31, 2014 | December 31, 2013 | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||
Net loss | $ | (323,359 | ) | $ | ( 243,693 | ) | $ | (540,279 | ) | ||||||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||||||||||
Net change in unrealized appreciation on securities | 50,002 | 51,434 | 447,149 | ||||||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||||
Net sale of investments in securities | 266,498 | 192,461 | 94,041 |
|
|||||||||||||||
Other assets | 7,027 |
|
( 1,435 | ) | (3,576 | ) | |||||||||||||
Other liabilities | - | - |
|
(874 | ) | ||||||||||||||
Net cash provided by (used in) operating activities | 168 |
|
( 1,233 | ) | (3,539 | ) | |||||||||||||
Net change in cash equivalents | 168 |
|
( 1,233 | ) | (3,539 | ) | |||||||||||||
Cash equivalents, beginning of period | 1,647 | 2,880 | 6,419 | ||||||||||||||||
Cash equivalents, end of period | $ | 1,815 | $ | 1,647 | $ | 2,880 |
The accompanying notes are an integral part of these financial statements.
December 31, 2015
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 Trusts Second Amended and Restated Declaration of Trust and Trust Agreement (the Trust Agreement). The Fund was formed on March 29, 2011 and is managed and controlled by Teucrium Trading, LLC (the Sponsor). The Sponsor is a limited liability company formed in Delaware on July 28, 2009 that is registered as a commodity pool operator (CPO) with the Commodity Futures Trading Commission (CFTC) and is a member of the National Futures Association (NFA).
On April 22, 2011, a registration statement was filed with the Securities and Exchange Commission (SEC). On February 10, 2012, the Funds 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 Funds initial NAV of $ 50 per share. The Fund also commenced investment operations on March 28, 2012 by purchasing shares of the Underlying Funds. On December 31, 2011, the Fund had two shares outstanding, which were owned by the Sponsor. On April 30, 2015, a subsequent registration statement for TAGS was declared effective by the SEC.
The investment objective of the TAGS is to have the daily changes in percentage terms of the NAV of its Shares reflect the daily changes in percentage terms of a weighted average (the Underlying Fund Average) of the NAVs per share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively, the Underlying Funds). The Underlying Fund Average will have a weighting of 25 % to each Underlying Fund, and the Funds assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund.
The investment objective of each Underlying Fund is to have the daily changes in percentage terms of its shares NAV reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for certain Futures Contracts for the commodity specified in the Underlying Funds name. (This weighted average is referred to herein as the Underlying Funds Benchmark, the Futures Contracts that at any given time make up an Underlying Funds Benchmark are referred to herein as the Underlying Funds Benchmark Component Futures Contracts, and the commodity specified in the Underlying Funds name is referred to herein as its Specified Commodity.) Specifically, the Teucrium Corn Funds 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 Funds 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 Funds 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 Funds Benchmark because of the less liquid market for these Futures Contracts. The Teucrium Sugar Funds Benchmark is: (1) the second-to-expire Sugar No. 11 Futures Contract traded on ICE Futures US (ICE Futures), weighted 35 %, (2) the third-to-expire ICE Futures Sugar No. 11 Futures Contract, weighted 30 %, and (3) the ICE Futures Sugar No. 11 Futures Contract expiring in the March following the expiration month of the third-to-expire contract, weighted 35 %.
While the Fund expects to maintain substantially all of its assets in shares of the Underlying Funds at all times, the Fund may hold some residual amount of assets in obligations of the United States government (Treasury Securities) or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts). The Underlying Funds invest in Commodity Interests to the fullest extent possible without being leveraged or unable to satisfy their expected current or potential margin or collateral obligations with respect to their investments in Commodity Interests. After fulfilling such margin and collateral requirements, the Underlying Funds will invest the remainder of the proceeds from the sale of baskets in Treasury Securities or cash equivalents, and/or merely hold such assets in cash. Therefore, the focus of the Sponsor in managing the Underlying Funds is investing in Commodity Interests and in Treasury Securities, cash and/or cash equivalents. The Fund and Underlying Funds will earn interest income from the Treasury Securities and/or cash equivalents that it purchases and on the cash it holds through the Funds custodian, the Bank of New York Mellon (the Custodian).
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 Funds aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 Principal Contracts and Agreements
On August 17, 2015 (the Conversion Date), U.S. Bank N.A. replaced The Bank of New York Mellon as the Custodian for the Funds. The principal business address for U.S. Bank N.A. is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC ( USBFS ), is 777 East Wisconsin Avenue, Milwaukee, Wi, 53202. In addition, effective on the Conversion Date, USBFS , a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Funds Shares. For such services, U.S. Bank and USBFS will receive an asset-based fee, subject to a minimum annual fee. The Sponsor does not anticipate any material change to the expenses for any Fund, net of expenses waived by the Sponsor, as a result of the servicing conversion to USBFS and U.S. Bank .
Given this conversion, the Sponsor has, for the year-ended December 31, 2015, reflected an expense, before and after fees waived by the Sponsor, for fees associated with Custodian, Fund Administration and Transfer Agent services (Custodian Fees) that have or will be paid to the Bank of New York Mellon by a Fund or by the Sponsor on behalf of a Fund. The Custodian Fees reflected in the financial statements through December 31, 2015, net of expenses waived by the Sponsor, are generally as had been presented in prior periods of 2015.
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075 % of average gross assets up to $1 billion, and .0050 % of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to USBFS 0.06 % of average gross assets on the first $250 million, 0.05 % on the next $250 million, 0.04 % on the next $500 million and 0.03 % on the balance over $1 billion annually. A combined minimum annual fee of up to $ 64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. For the year ended December 31, 2015, such expenses include both the fees for the Bank of New York Mellon and U.S. Bank. The Funds recognized $ 133,965 in 2015, $ 1,506 in 2014 and $ (16) in 2013 for these services, which was recorded in custodian fees and expenses on the combined statement of operations; these expenses were waived by the Sponsor. In 2013, the negative expense was due to reclassifications of previous over-accruals.
The Sponsor and the Trust employ Foreside Fund Services, LLC (Foreside or the Distributor) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the SASA) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (FINRA) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Funds 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. The Fund recognized $ 1,240 in 2015, $ 1,850 in 2014 and $ 2,415 in 2013 for these services, which was recorded in distribution and marketing fees on the statement of operations; the total expense recognized in each year was waived by the Sponsor.
In 2014 and 2013, Newedge USA, LLC (Newedge USA) served as the Funds futures commission merchant (FCM) and primary clearing broker to execute and clear the Funds futures transactions and provide other brokerage-related services. In 2014, the Funds introduced the use of Jefferies LLC (Jefferies), for the execution and clearing of the Funds futures and options, if any, on futures transactions. On January 2, 2015, Newedge USA, LLC (Newedge USA) merged with and into SG Americas Securities, LLC (SG), with the latter as the surviving entity. On February 6, 2015 Jefferies LLC (Jefferies) became the Funds FCM and primary clearing broker. All futures con tracts held by SG were transferred to Jefferies on that date. As of February 23, 2015 all residual cash balances held at SG had been transferred to Jefferies and the balance in all SG accounts was $ 0 . Effective June 3, 2015, ED&F Man Capital Markets Inc. (ED&F Man) replaced Jefferies as the Underlying Funds FCM and the clearing broker to execute and clear the Underlying Funds futures and provide other brokerage-related services. As of June 4, 2015 all futures contracts and residual cash balances of the Underlying Funds held at Jefferies had been transferred to ED&F Man and the balance in all Jefferies accounts was $ 0 . ED&F Man is registered as a FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchange s . The Bank of New York Mellon serves as the primary clearing broker for the Fund in activity related to shares of the Underlying Funds. The Fund did not recognize any expense for these services for the year ended December 31, 2015 a nd 2014. The Fund recognized $122 in 2013 for these services, which was recorded in brokerage commissions on the statement of operations and was paid for by the Fund.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. The Fund recognized $ 24 in 2015, $ 29 in 2014 and $ 17 in 2013 for these services, which was recorded in business permits and licenses fees on the statement of operations; this expense was waived by the Sponsor.
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 Boards Accounting Standards Codification.
Reclassifications
Certain amounts in prior periods have been reclassified to conform to current period presentation.
Revenue Recognition
Investment transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of assets and liabilities as the difference between the original amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the statements of operations.
Brokerage Commissions
Brokerage commissions are accrued on the trade date and on a full-turn basis.
Income Taxes
The Fund will be treated as a partnership for United States federal income tax purposes. The Fund does not record a provision for income taxes because the shareholders report their share of the Funds 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 Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2012 to 2015, 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 Funds 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, 2015, 2014, 2013 and 2012. However, the Funds conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended December 31, 2015, 2014 and 2013.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws. The Funds management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. New York time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called Redemption Baskets. The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.
The Fund will receive the proceeds from shares sold or will pay for redeemed shares within three business days after the trade date of the purchase or redemption, respectively. The amounts due from Authorized Purchasers will be reflected in the Funds statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption will be reflected in the Funds statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares.
Effective August 2, 2012, the Fund was at 50,002 shares outstanding which represents a minimum number of shares and there could be no further redemptions until additional shares are created.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
Cash Equivalents
Cash equivalents are highly-liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly-liquid nature and short-term maturities. The Fund has these balances of its assets on deposit with banks. Assets deposited with the bank may, at times, exceed federally insured limits. TAGS had a balance of $ 1,815 and $ 1,647 in money market funds at December 31, 2015 and December 31, 2014, 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 Funds NAV is calculated by:
The administrator, USBFS, will calculate the NAV of the Fund once each trading day. It will calculate the NAV as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. New York time. The NAV for a particular trading day will be released after 4:15 p.m. New York time.
For purposes of the determining the Funds NAV, the Funds investments in the Underlying Funds will be valued based on the Underlying Funds NAVs. In turn, in determining the value of the Futures Contracts held by the Underlying Funds, the Administrator will use the closing price on the exchange on which they are traded. The Administrator will determine the value of all other Fund and Underlying Fund investments as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. New York time, in accordance with the current Services Agreement between the Administrator and the Trust. The value of over-the-counter Commodity Interests will be determined based on the value of the commodity or Futures Contract underlying such Commodity Interest, except that a fair value may be determined if the Sponsor believes that the Underlying Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of an Underlying Fund where necessary to reflect the fair value of a Futures Contract held by an Underlying Fund when a Futures Contract held by an Underlying Fund closes at its price fluctuation limit for the day. Treasury Securities held by the Fund or Underlying Funds will be valued by the Administrator using values received from recognized third-party vendors (such as Reuters) and dealer quotes. NAV will include any unrealized profit or loss on open Commodity Interests and any other credit or debit accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Fund pays no direct management fees to the Sponsor. The Underlying Funds are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00 % per annum; these fees are recognized in the statements contained in this Form 10-K for each of the Underlying Funds. The Fund pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, 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. The Sponsor may, at its discretion waive the payment by the Fund of certain expenses. This election is subject to change by the Sponsor, at its discretion. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation and redeem order activity.
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund. This election is subject to change by the Sponsor, at its discretion. For the years ended December 31, such expenses, which are primarily included as distribution and marketing fees, totaled $ 13,329 in 2015, $ 16,234 in 2014 and $ 20,773 in 2013; all of these expenses were waived by the Sponsor. All asset-based fees and expenses for the Funds are calculated on the prior days net assets. The Sponsor can elect to adjust the daily expense accruals at its discretion. Effective January 1, 2013, the Sponsor has stated that it will accrue expenses such that the total expense ratio of the Fund is 0.5 % of net assets.
For the year ended December 31, 2015, there were $ 193,063 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.
For the year ended December 31, 2014, there were $ 77,113 of expenses that were identified on the statements of operations of the Fund as expenses that were waived by the Sponsor. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.
For the year ended December 31, 2013, there were $ 61,539 of expenses recorded in the financial statements of the Sponsor which were subject to reimbursement by the Fund in 2014. At that time, the Sponsor had determined that recovery of the expense amounts was not probable. The Sponsor has determined that there would be no recovery sought for these amounts in any future period.
Expenses
Expenses are recorded using the accrual method of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
New Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 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 company is currently evaluating the impact on the financial statements and disclosures of the Trust and the Funds.
The FASB issued ASU 2015-10, Technical Corrections and Improvements. The amendments in this update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments are effective for fiscal years beginning after December 15, 2015. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The ASU amends ASC 820 to create a practical expedient to measure the fair value of investments in certain entities that do not have a quoted market price but calculate net asset value per share or its equivalent. In addition, the amendments to ASC 820 provide guidance on classifying investments that are measured using the practical expedient in the fair value hierarchy and require specific disclosures for eligible investments, regardless of whether the practical expedient has been applied. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. These amendments are required to be applied retrospectively to all periods presented The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-06, Earnings per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions. The amendments specify how earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated to the various interest holders in a master limited partnership for purposes of calculating earning per unit under the two-class method. The amendments to this update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amendments are required to be applied retrospectively for all periods presented. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The amendments are intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The amendments to this update are effective for periods beginning after December 15, 2015. These amendments are required to be applied retrospectively for all periods presented. The Trust and the Funds do not expect the adoption of this guidance to have a material impact on the financial statements and disclosures.
The FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this update change the requirements for reporting discontinued operations in Subtopic 2015-20. A significant provision of ASU 2014-08 calls for reporting as discontinued operations only those disposals that represent a strategic shift or have a major impact on the entitys financial results and operations. The Company elected to early adopt this ASU for the year ended December 31, 2014 and the adoption did not have a significant impact on the financial statements and disclosures of the Trust or the Funds, even with the liquidation of CRUD and NAGS in December 2014.
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 Funds 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 Funds own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (NAV) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
The determination is made as of the settlement of the underlying futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the underlying futures contracts traded on the relevant exchange for the three months being reported.
Investments in the financial instruments of the Underlying Funds are freely tradable and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Funds.
Net Income (Loss) per Share
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
Note 4 Fair Value Measurements
The Funds assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Funds significant accounting policies in Note 3. The following table presents information about the Funds assets and liabilities measured at fair value as of December 31, 2015 and December 31, 2014:
December 31, 2015
Assets: | Level 1 | Level 2 | Level 3 |
Balance as of
December 31, 2015 |
||||||||
Exchange-traded funds | $ | 1,324,601 | $ | - | $ | - | $ | 1,324,601 | ||||
Cash equivalents | 1,815 | - | - | 1,815 | ||||||||
Total | $ | 1,326,416 | $ | - | $ | - | $ | 1,326,416 |
December 31, 2014
Assets: | Level 1 | Level 2 | Level 3 |
Balance as of
December 31, 2014 |
||||||||
Exchange-traded funds | $ | 1,641,102 | $ | - | $ | - | $ | 1,641,102 | ||||
Cash equivalents | 1,647 | - | - | 1,647 | ||||||||
Total | $ | 1,642,749 | $ | - | $ | - | $ | 1,642,749 |
For the years ended December 31, 2015 and 2014, 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, 2015, 2014 and 2013. 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.
Per Share Operation Performance |
Year ended
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Year ended December 31, 2014 |
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Year ended
December 31, 2013 |
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Net asset value at beginning of period | $ | 33.05 | $ | 37.93 | $ 48.73 | ||||||
From investment operations: | |||||||||||
Investment income | - | - | - | ||||||||
Net realized and unrealized loss on securities | (6.32 | ) | ( 4.70 | ) | (10.58 | ) | |||||
Total net expenses | (0.14 | ) | (0.18 | ) | (0.22 | ) | |||||
Net decrease in net asset value | (6.46 | ) | (4.88 | ) | (10.80 | ) | |||||
Net asset value at end of period | $ | 26.59 | $ | 33.05 | $ 37.93 | ||||||
Total Return | (19.55 | )% | (12.87 | )% | (22.16 | )% | |||||
Ratios to Average Net Assets (Annualized) | |||||||||||
Total expenses | 13.97 | % | 4.70 | % | 3.36 | % | |||||
Total expense, net | 0.50 | % | 0.50 | % | 0.50 | % | |||||
Net investment loss | (0.50 | )% | (0.50 | )% | (0.50 | )% |
Effective in the third quarter 2015, the financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses. In prior periods, the financial highlights per share data are calculated using the average of the daily shares outstanding for the reporting period, which is inclusive of the last day of the period. Any change in methodology was not material to the ratios presented.
Note 6 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, 2015 and 2014.
First | Second | Third | Fourth | |||||||||||||
Quarter 2015 | Quarter 2015 | Quarter 2015 | Quarter 2015 | |||||||||||||
Total (Loss) Income | $ | (184,220) | $ | 78,385 |
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$ | (179,166 | ) | $ | (31,185) | ||||||
Total Expenses | $ | 22,615 | $ | 59,576 | $ | 104,995 | $ | 13,050 | ||||||||
Total Expenses, net | $ | 1,925 | $ | 1,796 | $ | 1,738 | $ | 1,714 | ||||||||
Net (Loss) Income | $ | (186,145) | $ | 76,589 |
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$ | (180,904 | ) | $ | (32,899) | ||||||
Net (Loss) Income per share | $ | (3.72) | $ | 1.53 |
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$ | (3.62 | ) | $ | (0.65) |
|
First | Second | Third | Fourth | |||||||||||||
Quarter 2014 | Quarter 2014 | Quarter 2014 | Quarter 2014 | |||||||||||||
Total Income (Loss) | $ | 193,597 |
|
$ | ( 183,325 | ) | $ | ( 362,602 | ) | $ | 117,821 |
|
||||
Total Expenses | $ | 27,147 | $ | 21,384 | $ | 31,648 | $ | 6,118 | ||||||||
Total Expenses, net | $ | 2,378 | $ | 2,550 | $ | 2,178 | $ | 2,078 | ||||||||
Net Income (Loss) | $ | 191,219 |
|
$ | ( 185,875 | ) | $ | ( 364,780 | ) | $ | 115,743 |
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Net Income (Loss) per share | $ | 3.82 |
|
$ | ( 3.72 | ) | $ | ( 7.29 | ) | $ | 2.31 |
|
Note 7 Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
Note 8 Subsequent Events
Management has evaluated the financial statements for the year-ended December 31, 2015 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:
Effective January 1, 2016, ED&F Man, the FCM for the Underlying Funds, increased the per round-term charge for futures contracts commission to $ 9.00 from the previous $ 8.00 reported herein.
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N ame of Series |
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Teucrium Corn FundTeucrium Wheat FundTeucrium Soybean FundTeucrium Sugar FundTeucrium Agricultural Fund |
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Name |
Telephone/Fax Number |
Signature |
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______________________ |
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______________________ |
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______________________ |
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______________________ |
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______________________ |
Exhibit 10.9
FUND ACCOUNTING SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of the 14 th day of August 2015, by and between U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company (Fund Services), TEUCRIUM COMMODITY TRUST , a Delaware statutory trust (the Trust), for itself and on behalf of each of its series listed on Exhibit A to this Agreement (as amended from time to time) (each a Fund or an ETF Series) and TEUCRIUM TRADING, LLC , a Delaware limited liability company , the sponsor of the Funds (the Sponsor).
WHEREAS, the Sponsor has exclusive responsibility for the management and control of the business and affairs of the Trust and each Fund; and
WHEREAS, each Fund is operated as a commodity pool under the Commodity Exchange Act and is registered with the U.S. Securities and Exchange Commission (SEC) by means of a registration statement on Form S-1 or Form S-3, as applicable (each a Registration Statement) under the Securities Act of 1933, as amended (1933 Act); and
WHEREAS, the Trust and Sponsor desires to retain Fund Services to provide fund accounting services to each Fund listed on Exhibit A hereto (as amended from time to time) the services described herein, all as more fully set forth below;
WHEREAS, the Trust and Sponsor desire to retain Fund Services to provide to each Fund the fund accounting services described herein, all as more fully set below.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Appointment of Fund Services as Fund Accountant
The Trust and Sponsor hereby appoint Fund Services as fund accountant of the Trust for the term of this Agreement to perform the services and duties described herein. Fund Services hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of Fund Services shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against Fund Services hereunder.
2. Services and Duties of Fund Services
Fund Services shall provide the following accounting services to each Fund:
(1) Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Funds Sponsor.
(2) For each valuation date, obtain prices from a pricing source approved by the Sponsor of the Trust and apply those prices to the portfolio positions. For those securities where market quotations are not readily available, the Sponsor shall approve, in good faith, procedures for determining the fair value for such securities.
(3) Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for each accounting period.
(4) Determine gain/loss on security sales and identify them as short-term or long-term; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each valuation date.
(5) On a daily basis, reconcile cash of the Fund with the Funds custodian.
(6) Transmit a copy of the portfolio valuation to the Funds Sponsor daily.
(7) Review the impact of current days activity on a per share basis, and review changes in market value.
(1) For each valuation date, calculate the expense accrual amounts as directed by the Trust as to methodology, rate or dollar amount.
(2) Process and record payments for Fund expenses upon receipt of written authorization from the Trust.
(3) Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by Fund Services and the Trust.
(4) Provide expense accrual and payment reporting.
(1) Account for Fund creation and redemption activity and other Fund share activity as reported by the Funds transfer agent on a timely basis.
(2) Determine net investment income (earnings) for the Fund as of each valuation date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation date.
(3) Maintain a general ledger and other accounts, books, and financial records for the Fund in the form as agreed upon.
(4) Determine the net asset value of the Fund according to the accounting policies and procedures set forth in the Fund's current prospectus.
(5) Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Fund.
(6) Communicate to the Trust, at an agreed upon time, the per share net asset value for each valuation date.
(7) Prepare monthly reports that document the adequacy of accounting detail to support month-end ledger balances.
(8) Prepare monthly security transactions listings.
(9) Provide the daily net asset value per share (NAV) and holdings data to third-party reporting agencies as determined by the Trust and Sponsor.
(10) Create and transmit NAV, Intraday Indicative Value (IIV) data files on a daily basis to the FTP sites designated by the Trust and Sponsor.
(1) Maintain accounting records for the investment portfolio of the Funds to support the tax reporting required under the Internal Revenue Code of 1986, as amended (the Code), as applicable.
(2) Maintain tax lot detail for the Funds investment portfolio.
(3) Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Trust.
(4) Provide the necessary financial information to calculate the taxable components of income and capital gains distributions to support tax reporting to the shareholders.
(1) Support reporting to regulatory bodies and support financial statement preparation by making the Fund's accounting records available to the Trust, Sponsor, the U.S. Securities and Exchange Commission (the SEC), National Futures Association (the NFA), the Commodity Futures Trading Commission (the CFTC) and other applicable regulatory bodies and the independent accountants.
(2) Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust and Sponsor in connection with any certification required of the Trust pursuant to the Sarbanes-Oxley Act of 2002 (the SOX Act) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change Fund Services standard of care as set forth herein.
(3) Cooperate with the Trusts independent accountants and take all reasonable action in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion on the Funds financial statements without any qualification as to the scope of their examination.
3. License of Data; Warranty; Termination of Rights
The Trust and Sponsor acknowledge the proprietary rights that Fund Services and its suppliers have in the Data.
4. Pricing of Securities
If the Trust and Sponsor desire to provide a price that varies from the price provided by the pricing source, the Trust and Sponsor shall promptly notify and supply Fund Services with the price of any such security on each valuation date. All pricing changes made by the Trust or Sponsor will be in writing and must specifically identify the securities to be changed by CUSIP, name of security, new price or rate to be applied, and, if applicable, the time period for which the new price(s) is/are effective.
5. Changes in Accounting Procedures
Any action by the Sponsor that affects accounting practices and procedures of the Trust under this Agreement shall be effective upon written receipt of notice and acceptance by Fund Services.
6. Changes in Equipment, Systems, Etc.
Fund Services reserves the right to make changes from time to time, as it deems advisable, relating to its systems, programs, rules, operating schedules and equipment, so long as such changes do not adversely affect the services provided to the Trust and Sponsor under this Agreement.
7. Compensation
Fund Services shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on
Exhibit B
hereto (as amended from time to time). Fund Services shall also be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by Fund Services in performing its duties hereunder. The Trust shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the monthly billing notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify Fund Services in writing within 30 calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Trust is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Trust to Fund Services shall only be paid out of the assets and property of the particular Fund involved.
8. Representations and Warranties
A. The Trust and Sponsor each hereby represents and warrants to Fund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and delivered by the Trust or Sponsor, as applicable, in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust or Sponsor, as applicable, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
B. Fund Services hereby represents and warrants to the Trust and Sponsor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and delivered by Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of Fund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and
(3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
9. Standard of Care; Indemnification; Limitation of Liability
The Trust acknowledges that the Data are intended for use as an aid to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments concerning securities. The Trust accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of the Data, its selection of the use or intended use of such, and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors.
Fund Services shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by Fund Services as a result of Fund Services refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of Fund Services, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term Trust shall include the Trusts trustees, officers and employees.
In the event of a mechanical breakdown or power supplies beyond its control, Fund Services shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. Fund Services will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of Fund Services. Fund Services agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect Fund Services premises and operating capabilities at any time during regular business hours of Fund Services, upon reasonable notice to Fund Services. Moreover, Fund Services shall provide the Trust, at such times as the Trust may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of Fund Services relating to the services provided by Fund Services under this Agreement.
Notwithstanding the above, Fund Services reserves the right to reprocess and correct administrative errors at its own expense.
In no case shall any party be liable to another for (i) any special, indirect or consequential damages, loss of profits or goodwill (even if advised of the possibility of such); (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply; or (iii) any claim that arose more than one year prior to the institution of suit therefor.
10. Notification of Error
The Trust and/or Sponsor will notify Fund Services of any discrepancy between Fund Services and the Trust, including, but not limited to, failing to account for a security position in the Funds portfolio, upon the later to occur of: (i) three business days after receipt of any reports rendered by Fund Services to the Trust; (ii) three business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three business days after receiving notice from any shareholder regarding any such discrepancy.
11. Data Necessary to Perform Services
The Trust or its agent shall furnish to Fund Services the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.
12. Proprietary and Confidential Information
Further, Fund Services will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.
13. Records
Fund Services shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Trust, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, as required by the Securities Exchange Act of 1934, as amended, the rules of the stock exchange on which the Funds shares are listed, 17 C.F.R. 4.23 (specifically, the records specified in 17 C.F.R. 4.23(a)(1) through (8), (10) through (12) and (b)(1)), and other applicable federal securities laws and created pursuant to the performance of the Administrators obligations under this Agreement. Fund Services will also maintain those records of the Trust and the Funds including any changes, modifications or amendments thereto (the Fund Records) and will act as document repository for such Fund Records. Upon receipt of such Fund Records, Fund Services will issue a receipt for such Fund Records. Fund Services shall maintain a complete and orderly inventory of all Fund Records for which it has issued a receipt. Fund Services shall be under no duty or obligation to audit or reconcile the content, nor shall it be responsible for the accuracy or completeness of those Fund Records not created by it. Upon written request in a form to be determined by Fund Services and the Trust, Fund Services will return or release the requested Fund Records to such persons or entities pursuant to the Instructions provided by the Trust. Once one or more Fund Records have been returned or released by Fund Services, Fund Services shall have no further duty or obligation to act as repository for said previously released Fund Records. The Sponsor represents and warrants that: (a) promptly after the date of this Agreement, it will, at its own expense, deliver, cause to be delivered or make available to Fund Services all of the Fund Records in effect as of the date of this Agreement; (b) it will, on a continuing basis and at its own expense, promptly deliver, cause to be delivered or make available to Fund Services any Fund Records created after the date of this Agreement; (c) it has adequate record-keeping policies and procedures in effect to ensure that all Fund Records are promptly provided to Fund Services pursuant to the terms of this Agreement; (d) it shall be responsible for the accuracy and completeness of any Fund Records not created by Fund Services; and (e) it shall be responsible for ensuring the Trusts or the Funds compliance with, fulfillment of its obligations under or enforcement of, any Fund Records not created by Fund Services. Fund Services acknowledges that the records maintained and preserved by it pursuant to this Agreement are the property of the Trust and will be, at the Trusts expense, surrendered promptly upon reasonable request. In performing its obligations under this Section, Fund Services may utilize micrographic and electronic storage media as well as independent third party storage facilities.
14. Compliance with Laws
The Trust has and retains primary responsibility for all compliance matters relating to the Funds, including but not limited to compliance with the 1933 Act, 1934 Act, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2001, the rules and regulations of the SEC, CFTC, NFA, the securities exchange on which any Shares are listed and the policies and limitations of the Fund relating to its portfolio investments as set forth in its registration statement. Fund Services services hereunder shall not relieve the Trust or Sponsor of its responsibilities for assuring such compliance.
15. Term of Agreement; Amendment
This Agreement shall become effective as of the date first written above and will continue in effect for a period of three (3) years. This Agreement may be terminated by any party upon giving 90 days prior written notice to the other parties or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of another party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by Fund Services and the Trust, and authorized or approved by the Sponsor.
16. Duties in the Event of Termination
In the event that, in connection with termination, a successor to any of Fund Services duties or responsibilities hereunder is designated by the Trust by written notice to Fund Services, Fund Services will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence and other data established or maintained by Fund Services under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which Fund Services has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from Fund Services personnel in the establishment of books, records and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Trust and Sponsor.
17. Early Termination
In the absence of any material breach of this Agreement, should the Trust and Sponsor elect to terminate this Agreement prior to the end of the initial three year term, the Trust agrees to pay the following fees:
(1) all monthly fees through the life of the Agreement, including the repayment of any negotiated discounts;
(2) all fees associated with converting services to successor service provider;
(3) all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;
(4) all out-of-pocket costs associated with (1) to (3) above
18. Assignment
This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the written consent of Fund Services, or by Fund Services without the written consent of the Trust accompanied by the authorization or approval of the Trusts Sponsor.
19. Governing Law
This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1933 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1933 Act or any rule or order of the SEC thereunder.
20. No Agency Relationship
Nothing herein contained shall be deemed to authorize or empower any party to act as agent for another party to this Agreement, or to conduct business in the name, or for the account, of another party to this Agreement.
21. Services Not Exclusive
Nothing in this Agreement shall limit or restrict Fund Services from providing services to other parties that are similar or identical to some or all of the services provided hereunder.
22. Invalidity
Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.
23. Notices
Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other partys address set forth below:
Notice to Fund Services shall be sent to:
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
Attn: President
and notice to the Trust or Sponsor shall be sent to:
Teucrium Trading, LLC
232 Hidden Lake Road, Building A
Brattleboro, VT 05301
24. Multiple Originals
This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
(signatures on the following page)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.
TEUCRIUM COMMODITY TRUST
By:___________________________
Name:________________________
Title:_________________________
TEUCRIUM TRADING, LLC
By:________________________________
Name: ____________________________
Title: ______________________________
U.S. BANCORP FUND SERVICES, LLC
By:________________________________
Name: Michael R. McVoy
Title: Executive Vice President
Exhibit A to the Fund Accounting Servicing Agreement Teucrium Commodity Trust
Separate Series of Teucrium Commodity Trust
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N ame of Series Teucrium Corn Fund Teucrium Wheat Fund Teucrium Soybean Fund Teucrium Sugar Fund Teucrium Agricultural Fund
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Exhibit 10.9
FUND ACCOUNTING SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of the 14 th day of August 2015, by and between U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company (Fund Services), TEUCRIUM COMMODITY TRUST , a Delaware statutory trust (the Trust), for itself and on behalf of each of its series listed on Exhibit A to this Agreement (as amended from time to time) (each a Fund or an ETF Series) and TEUCRIUM TRADING, LLC , a Delaware limited liability company , the sponsor of the Funds (the Sponsor).
WHEREAS, the Sponsor has exclusive responsibility for the management and control of the business and affairs of the Trust and each Fund; and
WHEREAS, each Fund is operated as a commodity pool under the Commodity Exchange Act and is registered with the U.S. Securities and Exchange Commission (SEC) by means of a registration statement on Form S-1 or Form S-3, as applicable (each a Registration Statement) under the Securities Act of 1933, as amended (1933 Act); and
WHEREAS, the Trust and Sponsor desires to retain Fund Services to provide fund accounting services to each Fund listed on Exhibit A hereto (as amended from time to time) the services described herein, all as more fully set forth below;
WHEREAS, the Trust and Sponsor desire to retain Fund Services to provide to each Fund the fund accounting services described herein, all as more fully set below.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Appointment of Fund Services as Fund Accountant
The Trust and Sponsor hereby appoint Fund Services as fund accountant of the Trust for the term of this Agreement to perform the services and duties described herein. Fund Services hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of Fund Services shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against Fund Services hereunder.
2. Services and Duties of Fund Services
Fund Services shall provide the following accounting services to each Fund:
(1) Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Funds Sponsor.
(2) For each valuation date, obtain prices from a pricing source approved by the Sponsor of the Trust and apply those prices to the portfolio positions. For those securities where market quotations are not readily available, the Sponsor shall approve, in good faith, procedures for determining the fair value for such securities.
(3) Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for each accounting period.
(4) Determine gain/loss on security sales and identify them as short-term or long-term; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each valuation date.
(5) On a daily basis, reconcile cash of the Fund with the Funds custodian.
(6) Transmit a copy of the portfolio valuation to the Funds Sponsor daily.
(7) Review the impact of current days activity on a per share basis, and review changes in market value.
(1) For each valuation date, calculate the expense accrual amounts as directed by the Trust as to methodology, rate or dollar amount.
(2) Process and record payments for Fund expenses upon receipt of written authorization from the Trust.
(3) Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by Fund Services and the Trust.
(4) Provide expense accrual and payment reporting.
(1) Account for Fund creation and redemption activity and other Fund share activity as reported by the Funds transfer agent on a timely basis.
(2) Determine net investment income (earnings) for the Fund as of each valuation date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation date.
(3) Maintain a general ledger and other accounts, books, and financial records for the Fund in the form as agreed upon.
(4) Determine the net asset value of the Fund according to the accounting policies and procedures set forth in the Fund's current prospectus.
(5) Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Fund.
(6) Communicate to the Trust, at an agreed upon time, the per share net asset value for each valuation date.
(7) Prepare monthly reports that document the adequacy of accounting detail to support month-end ledger balances.
(8) Prepare monthly security transactions listings.
(9) Provide the daily net asset value per share (NAV) and holdings data to third-party reporting agencies as determined by the Trust and Sponsor.
(10) Create and transmit NAV, Intraday Indicative Value (IIV) data files on a daily basis to the FTP sites designated by the Trust and Sponsor.
(1) Maintain accounting records for the investment portfolio of the Funds to support the tax reporting required under the Internal Revenue Code of 1986, as amended (the Code), as applicable.
(2) Maintain tax lot detail for the Funds investment portfolio.
(3) Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Trust.
(4) Provide the necessary financial information to calculate the taxable components of income and capital gains distributions to support tax reporting to the shareholders.
(1) Support reporting to regulatory bodies and support financial statement preparation by making the Fund's accounting records available to the Trust, Sponsor, the U.S. Securities and Exchange Commission (the SEC), National Futures Association (the NFA), the Commodity Futures Trading Commission (the CFTC) and other applicable regulatory bodies and the independent accountants.
(2) Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust and Sponsor in connection with any certification required of the Trust pursuant to the Sarbanes-Oxley Act of 2002 (the SOX Act) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change Fund Services standard of care as set forth herein.
(3) Cooperate with the Trusts independent accountants and take all reasonable action in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion on the Funds financial statements without any qualification as to the scope of their examination.
3. License of Data; Warranty; Termination of Rights
The Trust and Sponsor acknowledge the proprietary rights that Fund Services and its suppliers have in the Data.
4. Pricing of Securities
If the Trust and Sponsor desire to provide a price that varies from the price provided by the pricing source, the Trust and Sponsor shall promptly notify and supply Fund Services with the price of any such security on each valuation date. All pricing changes made by the Trust or Sponsor will be in writing and must specifically identify the securities to be changed by CUSIP, name of security, new price or rate to be applied, and, if applicable, the time period for which the new price(s) is/are effective.
5. Changes in Accounting Procedures
Any action by the Sponsor that affects accounting practices and procedures of the Trust under this Agreement shall be effective upon written receipt of notice and acceptance by Fund Services.
6. Changes in Equipment, Systems, Etc.
Fund Services reserves the right to make changes from time to time, as it deems advisable, relating to its systems, programs, rules, operating schedules and equipment, so long as such changes do not adversely affect the services provided to the Trust and Sponsor under this Agreement.
7. Compensation
Fund Services shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time). Fund Services shall also be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by Fund Services in performing its duties hereunder. The Trust shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the monthly billing notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify Fund Services in writing within 30 calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Trust is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Trust to Fund Services shall only be paid out of the assets and property of the particular Fund involved.
8. Representations and Warranties
A. The Trust and Sponsor each hereby represents and warrants to Fund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and delivered by the Trust or Sponsor, as applicable, in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust or Sponsor, as applicable, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
B. Fund Services hereby represents and warrants to the Trust and Sponsor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and delivered by Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of Fund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and
(3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
9. Standard of Care; Indemnification; Limitation of Liability
The Trust acknowledges that the Data are intended for use as an aid to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments concerning securities. The Trust accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of the Data, its selection of the use or intended use of such, and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors.
Fund Services shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by Fund Services as a result of Fund Services refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of Fund Services, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term Trust shall include the Trusts trustees, officers and employees.
In the event of a mechanical breakdown or power supplies beyond its control, Fund Services shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. Fund Services will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of Fund Services. Fund Services agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect Fund Services premises and operating capabilities at any time during regular business hours of Fund Services, upon reasonable notice to Fund Services. Moreover, Fund Services shall provide the Trust, at such times as the Trust may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of Fund Services relating to the services provided by Fund Services under this Agreement.
Notwithstanding the above, Fund Services reserves the right to reprocess and correct administrative errors at its own expense.
In no case shall any party be liable to another for (i) any special, indirect or consequential damages, loss of profits or goodwill (even if advised of the possibility of such); (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply; or (iii) any claim that arose more than one year prior to the institution of suit therefor.
10. Notification of Error
The Trust and/or Sponsor will notify Fund Services of any discrepancy between Fund Services and the Trust, including, but not limited to, failing to account for a security position in the Funds portfolio, upon the later to occur of: (i) three business days after receipt of any reports rendered by Fund Services to the Trust; (ii) three business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three business days after receiving notice from any shareholder regarding any such discrepancy.
11. Data Necessary to Perform Services
The Trust or its agent shall furnish to Fund Services the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.
12. Proprietary and Confidential Information
Further, Fund Services will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.
13. Records
Fund Services shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Trust, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, as required by the Securities Exchange Act of 1934, as amended, the rules of the stock exchange on which the Funds shares are listed, 17 C.F.R. 4.23 (specifically, the records specified in 17 C.F.R. 4.23(a)(1) through (8), (10) through (12) and (b)(1)), and other applicable federal securities laws and created pursuant to the performance of the Administrators obligations under this Agreement. Fund Services will also maintain those records of the Trust and the Funds including any changes, modifications or amendments thereto (the Fund Records) and will act as document repository for such Fund Records. Upon receipt of such Fund Records, Fund Services will issue a receipt for such Fund Records. Fund Services shall maintain a complete and orderly inventory of all Fund Records for which it has issued a receipt. Fund Services shall be under no duty or obligation to audit or reconcile the content, nor shall it be responsible for the accuracy or completeness of those Fund Records not created by it. Upon written request in a form to be determined by Fund Services and the Trust, Fund Services will return or release the requested Fund Records to such persons or entities pursuant to the Instructions provided by the Trust. Once one or more Fund Records have been returned or released by Fund Services, Fund Services shall have no further duty or obligation to act as repository for said previously released Fund Records. The Sponsor represents and warrants that: (a) promptly after the date of this Agreement, it will, at its own expense, deliver, cause to be delivered or make available to Fund Services all of the Fund Records in effect as of the date of this Agreement; (b) it will, on a continuing basis and at its own expense, promptly deliver, cause to be delivered or make available to Fund Services any Fund Records created after the date of this Agreement; (c) it has adequate record-keeping policies and procedures in effect to ensure that all Fund Records are promptly provided to Fund Services pursuant to the terms of this Agreement; (d) it shall be responsible for the accuracy and completeness of any Fund Records not created by Fund Services; and (e) it shall be responsible for ensuring the Trusts or the Funds compliance with, fulfillment of its obligations under or enforcement of, any Fund Records not created by Fund Services. Fund Services acknowledges that the records maintained and preserved by it pursuant to this Agreement are the property of the Trust and will be, at the Trusts expense, surrendered promptly upon reasonable request. In performing its obligations under this Section, Fund Services may utilize micrographic and electronic storage media as well as independent third party storage facilities.
14. Compliance with Laws
The Trust has and retains primary responsibility for all compliance matters relating to the Funds, including but not limited to compliance with the 1933 Act, 1934 Act, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2001, the rules and regulations of the SEC, CFTC, NFA, the securities exchange on which any Shares are listed and the policies and limitations of the Fund relating to its portfolio investments as set forth in its registration statement. Fund Services services hereunder shall not relieve the Trust or Sponsor of its responsibilities for assuring such compliance.
15. Term of Agreement; Amendment
This Agreement shall become effective as of the date first written above and will continue in effect for a period of three (3) years. This Agreement may be terminated by any party upon giving 90 days prior written notice to the other parties or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of another party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by Fund Services and the Trust, and authorized or approved by the Sponsor.
16. Duties in the Event of Termination
In the event that, in connection with termination, a successor to any of Fund Services duties or responsibilities hereunder is designated by the Trust by written notice to Fund Services, Fund Services will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence and other data established or maintained by Fund Services under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which Fund Services has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from Fund Services personnel in the establishment of books, records and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Trust and Sponsor.
17. Early Termination
In the absence of any material breach of this Agreement, should the Trust and Sponsor elect to terminate this Agreement prior to the end of the initial three year term, the Trust agrees to pay the following fees:
(1) all monthly fees through the life of the Agreement, including the repayment of any negotiated discounts;
(2) all fees associated with converting services to successor service provider;
(3) all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;
(4) all out-of-pocket costs associated with (1) to (3) above
18. Assignment
This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the written consent of Fund Services, or by Fund Services without the written consent of the Trust accompanied by the authorization or approval of the Trusts Sponsor.
19. Governing Law
This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1933 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1933 Act or any rule or order of the SEC thereunder.
20. No Agency Relationship
Nothing herein contained shall be deemed to authorize or empower any party to act as agent for another party to this Agreement, or to conduct business in the name, or for the account, of another party to this Agreement.
21. Services Not Exclusive
Nothing in this Agreement shall limit or restrict Fund Services from providing services to other parties that are similar or identical to some or all of the services provided hereunder.
22. Invalidity
Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.
23. Notices
Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other partys address set forth below:
Notice to Fund Services shall be sent to:
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
Attn: President
and notice to the Trust or Sponsor shall be sent to:
Teucrium Trading, LLC
232 Hidden Lake Road, Building A
Brattleboro, VT 05301
24. Multiple Originals
This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
(signatures on the following page)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.
TEUCRIUM COMMODITY TRUST
By:___________________________
Name:________________________
Title:_________________________
TEUCRIUM TRADING, LLC
By:________________________________
Name: ____________________________
Title: ______________________________
U.S. BANCORP FUND SERVICES, LLC
By:________________________________
Name: Michael R. McVoy
Title: Executive Vice President
Exhibit A to the Fund Accounting Servicing Agreement Teucrium Commodity Trust
Separate Series of Teucrium Commodity Trust
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N ame of Series Teucrium Corn Fund Teucrium Wheat Fund Teucrium Soybean Fund Teucrium Sugar Fund Teucrium Agricultural Fund
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Exhibit 10.10
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of the 14 th day of August, 2015, by and between U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company (Fund Services) and TEUCRIUM COMMODITY TRUST , a Delaware statutory trust (the Trust for itself and behalf of each of its series listed on Exhibit A to this Agreement, (each a Fund and collectively, the Funds ), and TEUCRIUM TRADING, LLC , the Sponsor of the Funds (the Sponsor ).
WHEREAS, the Sponsor has exclusive responsibility for the management and control of the business and affairs of the Trust and each Fund; and
WHEREAS, The Trust intends to issue in respect of its portfolios listed on Exhibit A attached hereto (each a Fund or an ETF Series) an exchange-traded class of shares known as ETF Shares for each ETF Series. The ETF Shares shall be created in bundles called Creation Units. Each Fund shall create and redeem ETF Shares only in Creation Units principally in kind for portfolio securities of the particular ETF Series (Deposit Securities), as more fully described in the current prospectus and statement of additional information of each Fund, included in the Funds registration statement on Form S-1, and as authorized under the Order of Exemption filed with the Securities and Exchange Commission. Only brokers or dealers that are Authorized Participants and that have entered into an Authorized Participant Agreement with the Distributor, acting on behalf of the Trust, shall be authorized to create and redeem ETF Shares in Creation Units from the Trust. The Trust wishes to engage Fund Services to perform certain services on behalf of the Trust with respect to the creation and redemption of ETF Shares, as the Trusts agent, namely: to provide transfer agent services for ETF Shares of each ETF Series; to act as Index Receipt Agent (as such term is defined in the rules of the National Securities Clearing Corporation) with respect to the settlement of trade orders with Authorized Participants; and to provide custody services under the terms of the Custody Agreement, as supplemented hereby, for the settlement of Creation Units against Deposit Securities and/or cash that shall be delivered by Authorized Participants in exchange for ETF Shares and the redemption of ETF Shares in Creation Unit size against the delivery of Redemption Securities and/or cash of each ETF Series.
WHEREAS, each Fund is operated as a commodity pool under the Commodity Exchange Act; and
WHEREAS, each Fund will ordinarily issue for purchase and redeem shares of the Fund (the Shares) only in aggregations of Shares known as Creation Units (currently 25,000 shares) principally in kind or in cash;
WHEREAS, The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York (DTC), or its nominee Cede & Company, will be the registered owner (the Shareholder) of all Shares; and
WHEREAS, the Trust and Sponsor desire to retain Fund Services as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities to each series of the Trust listed on Exhibit A attached hereto (as amended from time to time) (each a Fund and collectively the Funds).
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Appointment of Fund Services as Transfer Agent
The Trust and Sponsor hereby appoints Fund Services as transfer agent of the Trust on the terms and conditions set forth in this Agreement, and Fund Services hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of Fund Services shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against Fund Services hereunder.
2. Services and Duties of Fund Services
Fund Services shall provide the following transfer agent and dividend disbursing agent services:
A. Perform and facilitate the performance of purchases and redemption of Creation Units;
pursuant to such orders that Fund Services as the Index Receipt Agent shall receive from Foreside Fund Services, LLC , a Delaware limited liability company, having its principal place of business at 3 Canal Plaza, Portland, ME (Distributor) and pursuant to the procedures set forth in the Authorized Participant Agreement entered into by the Funds, Fund Services shall transfer appropriate trade instructions to the Funds custodian, U.S. Bank N.A. (Custodian), pursuant to that such purchase orders register the appropriate number of book entry only the Funds Units in the name of The Depository Trust Company (DTC) or its nominee as a unit holder (each an Authorized Participant) of the Funds and deliver the Basket of Units of the Funds and pursuant to that such redemption orders redeem the appropriate number of the Funds Units that are delivered to the designated DTC Participant Account of the Custodian for redemption and debit such Units from the account of the Authorized Participant on the register of the Funds;
B. Prepare and transmit by means of DTCs book-entry system payments for dividends and distributions on or with respect to the Shares declared by the Trust on behalf of the applicable Fund;
C. On behalf of the Funds, Fund Services shall issue the Funds Units in Creation Baskets for settlement with purchasers through DTC as the purchaser is authorized to receive. Beneficial ownership of the Funds Units shall be shown on the records of DTC and DTC Participants and not on any records maintained by the Fund Services. In issuing the Funds Units through DTC to an Authorized Participant, Fund Services shall be entitled to rely upon the latest Instructions that are received from the Distributor concerning the issuance and delivery of such Units for settlement;
D. Fund Services shall not issue on behalf of the Funds any of the Funds Units where it has received an Instruction from the Funds or the Distributor or written notification from any federal or state authority that the sale of the Funds Units has been suspended or discontinued, and Fund Services shall be entitled to rely upon such Instructions or written notification;
E. The Funds Units may be redeemed in accordance with the procedures set forth in the relevant Authorized Participant Agreement and Fund Services shall duly process all redemption requests;
F. Fund Services will act only upon Instruction from the Funds and/or the Sponsor in addressing any failure in the delivery of cash, treasuries and/or Units in connection with the issuance and redemption of the Funds Units;
G. Record the issuance of Shares of the Trust and maintain a record of the total number of Shares of the Trust which are outstanding, and, based upon data provided to it by the Trust, the total number of authorized Shares. Fund Services shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares;
H. Prepare and transmit to the Trust and the Trusts administrator and to any applicable securities exchange (as specified to Fund Services by the Trust) information with respect to purchases and redemptions of Shares;
I. On days that the Trust may accept orders for purchases or redemptions, calculate and transmit to Fund Services and the Trust the number of outstanding Shares;
J. On days that the Trust may accept orders for purchases or redemptions (pursuant to the Participant Agreement), transmit to Fund Services, the Trust and DTC the amount of Shares purchased on such day;
K. Confirm to DTC the number of Shares issued to the Shareholder, as DTC may reasonably request;
L. Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request;
M. Maintain those books and records of the Trust specified by the Trust and agreed upon by Fund Services;
N. Prepare a monthly report of all purchases and redemptions of Shares during such month on a gross transaction basis, and identify on a daily basis the net number of Shares either redeemed or purchased on such business day and with respect to each Authorized Participant purchasing or redeeming Shares, the amount of Shares purchased or redeemed.
O. Fund Services shall record the issuance of the Funds Creation Baskets and maintain, pursuant to Rule 17Ad-14(e) under the Securities Exchange Act of 1934, as amended, a record of the total number of the Funds Creation Baskets that are authorized, issued and outstanding based upon data provided to Fund Services by the Funds or the Sponsor. Fund Services shall also provide the Funds on a regular basis with the total number of the Funds Units authorized, issued and outstanding; provided however that Fund Services shall not be responsible for monitoring the issuance of such Units or compliance with any laws relating to the validity of the issuance or the legality of the sale of such Units.
P. Subject to and in accordance with Section 9 of the Agreement, Fund Services shall create and maintain such books and record which the Trust or Fund Services is, or may be, required to create and maintain in accordance with all laws, rules, and regulations applicable to Fund Services as Transfer Agent. Fund Services agrees to make all books and records available for inspection and use by the Trust or by the SEC at reasonable times, and to otherwise keep confidential. Fund Services shall maintain such books and records for at least six years or for such other period of time as Fund Services and Trust may mutually agree or as required by all applicable laws, rules, and regulations. Fund Services further agrees that all such books and records shall be the property of the Trust.
Q. Upon reasonable notice by the Trust, Fund Services shall make available during regular business hours all records and other data created and maintained by Fund Services as Transfer Agent for reasonable audit and inspections by the Trust, any person retained by the Trust or any shareholder.
4. Anti-Money Laundering and Red Flag Identity Theft Prevention Programs
The Trust acknowledges that it has had an opportunity to review, consider and comment upon the written procedures provided by Fund Services describing various tools used by Fund Services which are designed to promote the detection and reporting of potential money laundering activity and identity theft by monitoring certain aspects of shareholder activity as well as written procedures for verifying a customers identity (collectively, the Procedures). Further, the Trust and Fund Services have each determined that the Procedures, as part of the Trusts overall Anti-Money Laundering Program and Red Flag Identity Theft Prevention Program, are reasonably designed to: (i) prevent each Fund from being used for money laundering or the financing of terrorist activities; (ii) prevent identity theft; and (iii) achieve compliance with the applicable provisions of the Bank Secrecy Act, Fair and Accurate Credit Transactions Act of 2003 and the USA Patriot Act of 2001 and the implementing regulations thereunder.
Based on this determination, the Trust hereby instructs and directs Fund Services to implement the Procedures on the Trusts behalf, as such may be amended or revised from time to time. It is contemplated that these Procedures will be amended from time to time by the parties as additional regulations are adopted and/or regulatory guidance is provided relating to the Trusts anti-money laundering and identity theft responsibilities.
Fund Services agrees to provide to the Trust:
(a) Prompt written notification of any transaction or combination of transactions that Fund Services believes, based on the Procedures, evidence money laundering or identity theft activities in connection with the Trust or any Fund shareholder;
(b) Prompt written notification of any customer(s) that Fund Services reasonably believes, based upon the Procedures, to be engaged in money laundering or identity theft activities, provided that the Trust agrees not to communicate this information to the customer;
(c) Any reports received by Fund Services from any government agency or applicable industry self-regulatory organization pertaining to Fund Services Anti-Money Laundering Program or the Red Flag Identity Theft Prevention Program on behalf of the Trust;
(d) Prompt written notification of any action taken in response to anti-money laundering violations or identity theft activity as described in (a), (b) or (c) immediately above; and
(e) Certified annual and quarterly reports of its monitoring and customer identification activities pursuant to the Procedures on behalf of the Trust.
The Trust hereby directs, and Fund Services acknowledges, that Fund Services shall (i) permit federal regulators access to such information and records maintained by Funder Services and relating to Fund Services implementation of the Procedures, on behalf of the Trust, as they may request, and (ii) permit such federal regulators to inspect Fund Services implementation of the Procedures on behalf of the Trust.
5. Compensation
Fund Services shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B attached hereto (as amended from time to time). Fund Services shall be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by Fund Services in performing its duties hereunder. Fund Services shall also be compensated for any increases in costs due to the adoption of any new or amended industry, regulatory or other applicable rules. The Trust shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the monthly billing notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify Fund Services in writing within 30 calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid, if any. Notwithstanding anything to the contrary, amounts owed by the Trust to Fund Services shall only be paid out of assets and property of the particular Fund involved.
6. Representations and Warranties
(1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and
(4) A registration statement under the 1933 Act, as amended, has been made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares.
(1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and delivered by Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of Fund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and
(4) It is a registered transfer agent under the Exchange Act.
7. Standard of Care; Indemnification; Limitation of Liability
Fund Services shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by Fund Services as a result of Fund Services refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of Fund Services, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term Trust shall include the Trusts directors, trustees, officers and employees.
Neither party to this Agreement shall be liable to the other party for consequential, special or punitive damages under any provision of this Agreement.
In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, Fund Services shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. Fund Services will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of Fund Services. Fund Services agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect Fund Services premises and operating capabilities at any time during regular business hours of Fund Services, upon reasonable notice to Fund Services. Moreover, Fund Services shall provide the Trust, at such times as the Trust may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of Fund Services relating to the services provided by Fund Services under this Agreement.
Notwithstanding the above, Fund Services reserves the right to reprocess and correct administrative errors at its own expense.
8. Data Necessary to Perform Services
The Trust or its agent shall furnish to Fund Services the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.
9. Proprietary and Confidential Information
Fund Services agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of Fund Services or any of its employees, agents or representatives, and information that was already in the possession of Fund Services prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph.
Further, Fund Services will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.
10. Records
Fund Services shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Trust, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, as required by the Securities Exchange Act of 1934, as amended, the rules of the stock exchange on which the Funds shares are listed, 17 C.F.R. 4.23 (specifically, the records specified in 17 C.F.R. 4.23(a)(1) through (8), (10) through (12) and (b)(1)), and other applicable federal securities laws and created pursuant to the performance of the Administrators obligations under this Agreement. The Administrator will also maintain those records of the Trust and the Funds including any changes, modifications or amendments thereto (the Fund Records) and will act as document repository for such Fund Records. Upon receipt of such Fund Records, the Administrator will issue a receipt for such Fund Records. The Administrator shall maintain a complete and orderly inventory of all Fund Records for which it has issued a receipt. The Administrator shall be under no duty or obligation to audit or reconcile the content, nor shall the Administrator be responsible for the accuracy or completeness of those Fund Records not created by the Administrator. Upon written request in a form to be determined by Administrator and the Trust, the Administrator will return or release the requested Fund Records to such persons or entities pursuant to the Instructions provided by the Trust. Once one or more Fund Records have been returned or released by the Administrator, the Administrator shall have no further duty or obligation to act as repository for said previously released Fund Records. The Sponsor represents and warrants that: (a) promptly after the date of this Agreement, it will, at its own expense, deliver, cause to be delivered or make available to the Administrator all of the Fund Records in effect as of the date of this Agreement; (b) it will, on a continuing basis and at its own expense, promptly deliver, cause to be delivered or make available to the Administrator any Fund Records created after the date of this Agreement; (c) it has adequate record-keeping policies and procedures in effect to ensure that all Fund Records are promptly provided to the Administrator pursuant to the terms of this Agreement; (d) it shall be responsible for the accuracy and completeness of any Fund Records not created by the Administrator; and (e) it shall be responsible for ensuring the Trusts or the Funds compliance with, fulfillment of its obligations under or enforcement of, any Fund Records not created by the Administrator. The Administrator acknowledges that the records maintained and preserved by the Administrator pursuant to this Agreement are the property of the Trust and will be, at the Trusts expense, surrendered promptly upon reasonable request. In performing its obligations under this Section, the Administrator may utilize micrographic and electronic storage media as well as independent third party storage facilities.
11. Compliance with Laws
The Trust has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with the 1933 Act, CFTC, NFA, NYSE, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2001 and the policies and limitations of the Fund relating to its portfolio investments as set forth in its Prospectus and statement of additional information. Fund Services services hereunder shall not relieve the Trust of its responsibilities for assuring such compliance or the Sponsors oversight responsibility with respect thereto.
12. Term of Agreement; Amendment
This Agreement shall become effective as of the date first written above and will continue in effect for a period of three (3) years. This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by Fund Services and the Trust, and authorized or approved by the Sponsor.
13. Early Termination
In the absence of any material breach of this Agreement, should the Trust and Sponsor elect to terminate this Agreement prior to the end of the initial three (3) year term, the Trust agrees to pay the following fees:
(1) all monthly fees through the life of the Agreement, including the repayment of any negotiated discounts;
(2) all fees associated with converting services to successor service provider;
(3) all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;
(4) all out-of-pocket costs associated with (1) to (3) above
14. Duties in the Event of Termination
In the event that, in connection with the termination of this Agreement, a successor to any of Fund SBFS duties or responsibilities hereunder is designated by the Trust by written notice to Fund Services, Fund Services will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by Fund Services under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which Fund Services has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from Fund Services personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Trust and Sponsor.
15. Assignment
This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the written consent of Fund Services, or by Fund Services without the written consent of the Trust accompanied by the authorization or approval of the Trusts Sponsor.
16. Governing Law
This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1933 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1933 Act or any rule or order of the Securities and Exchange Commission thereunder.
17. No Agency Relationship
Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.
18. Services Not Exclusive
Nothing in this Agreement shall limit or restrict Fund Services from providing services to other parties that are similar or identical to some or all of the services provided hereunder.
19. Invalidity
Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.
20. Notices
Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other partys address set forth below:
Notice to Fund Services shall be sent to:
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
Attn: President
and notice to the Trust shall be sent to:
Teucrium Trading, LLC
232 Hidden Lake Road, Building A
Brattleboro, VT 05301
21. Multiple Originals
This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.
TEUCRIUM COMMODITY TRUST
By:___________________________
Name: ________________________
Title: _________________________
TEUCRIUM TRADING, LLC
By:________________________________
Name: ____________________________
Title: ______________________________
U.S. BANCORP FUND SERVICES, LLC
By:________________________________
Name: Michael R. McVoy
Title: Executive Vice President
Exhibit 10.11
FUND ADMINISTRATION SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of the 14 th day of August, 2015, by and between U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company (Fund Services), TEUCRIUM COMMODITY TRUST , a Delaware statutory trust (the Trust), for itself and on behalf of each of its series listed on Exhibit A to this Agreement (as amended from time to time) (each a Fund) and TEUCRIUM TRADING, LLC , a Delaware limited liability company, the sponsor of the Funds (the Sponsor).
WHEREAS, each Fund is operated as a commodity pool under the Commodity Exchange Act and is registered with the U.S. Securities and Exchange Commission (SEC) by means of a registration statement on Form S-1 or Form S-3, as applicable (each a Registration Statement) under the Securities Act of 1933, as amended (1933 Act); and
WHEREAS, the Sponsor has exclusive responsibility for the management and control of the business and affairs of the Trust and each Fund; and
WHEREAS, the Trust and Sponsor desire to retain Fund Services to provide fund administration services to each Fund listed on Exhibit A attached hereto (as amended from time to time) the services described herein, all as more fully set forth below;
WHEREAS, the Trust and Sponsor desire to retain Fund Services to provide to each Fund the fund administration services described herein, all as more fully set below;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
The Trust and Sponsor hereby appoint Fund Services as fund administrator for the term of this Agreement to perform the services and duties described herein. Fund Services hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of Fund Services shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against Fund Services hereunder.
The Trust and the Sponsor will on a continuing basis provide, or make available to, Fund Services:
Fund Services shall provide the following administration services to each Fund:
(1) Act as liaison among Fund service providers.
(2) Supply:
(3) Audits:
(4) Assist with overall operations of the Fund.
(5) Pay Fund expenses upon written authorization from the Trust or Sponsor.
(6) Keep the Trusts governing documents, including its charter and bylaws, but only to the extent such documents are provided to Fund Services by the Trust or its representatives for safe keeping. Maintain required books and records for each Fund, as required by all applicable statutes, rules and regulations. This will be subject to and in accordance with Section 9 of the Agreement, maintain files of registration statements, Fund contracts, compliance materials and other Fund documents that are prepared by Fund Services or furnished to Fund Services by the Fund, as required by the U.S. Securities and Exchange Commission (SEC), U.S. Commodity Futures Trading Commission (CFTC), National Futures Association (NFA) and NYSE rules adopted thereunder, as they may be amended from time to time, and other requirements.
(1) Regulatory Compliance:
(2) SEC Registration and Reporting:
C. Financial Reporting:
(1) Provide financial data required by the registration statement.
(2) Within the appropriate time period following the end of the Funds required monthly reporting period, prepare an Account Statement in compliance with the requirements of CFTC Rule § 4.22(a), including a Statement of Income (Loss) and a Statement of Changes in Net Asset Value; Fund Services shall coordinate the filing of the Account Statements with the NFA. Upon review and approval of each above-mentioned report by the Sponsor, Fund Services shall file such reports with the CFTC and/or NFA, as required, including any applicable executive officer certifications or other exhibits to such reports.
(3) Supervise the Funds custodian and fund accountants in the maintenance of the Funds general ledger and in the preparation of the Funds financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders.
(4) Monitor expense accruals and make adjustments as necessary; notify the Trusts management of adjustments expected to materially affect the Funds expense ratio.
(5) Prepare and review the Funds Financial Statements:
D. Tax Reporting (as applicable):
(1) Prepare for the review of the independent accountants and/or Fund Management the federal and state tax returns including, without limitation, Form 1120 RIC and applicable state returns including any necessary schedules. Fund Services will prepare annual Fund federal and state income tax return filings as authorized by and based on the instructions received by the Sponsor and/or its independent accountant.
(2) Provide the Funds Sponsor and independent accountant with tax reporting information pertaining to the Fund and available to Fund Services as required in a timely manner.
(3) Monitor wash sale losses
(4) As needed, calculate Qualified Dividend Income (QDI) for qualifying Fund Shareholders.
Fund Services shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit C hereto (as amended from time to time). Fund Services shall also be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by Fund Services in performing its duties hereunder. The Trust shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the monthly billing notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify Fund Services in writing within 30 calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Trust is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Trust to Fund Services shall only be paid out of the assets and property of the particular Fund involved.
A. Fund Services has entered into an agreement with MSCI index data services (MSCI), Standard & Poor Financial Services LLC (S&P) and FactSet Research Systems, Inc. (FACTSET) and obligates Fund Services to include a list of required provisions in this Agreement attached hereto as Exhibit B . The index data services being provided to the Trust by Fund Services pursuant hereto (collectively, the Data) are being licensed, not sold, to the Trust. The provisions in Exhibit B shall not have any affect upon the standard of care and liability Fund Services has set forth in Section 7 of this Agreement.
B. The Trust agrees to indemnify and hold harmless Fund Services, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys fees and costs, as incurred, arising in and any manner out of the Trusts or any third partys use of, or inability to use, the Data or any breach by the Trust of any provision contained in this Agreement. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 6 of this Agreement.
(1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and delivered by the Trust or Sponsor, as applicable, in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust or Sponsor, as applicable, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and delivered by Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of Fund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and
(3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
Each Fund shall indemnify Fund Services against and save Fund Services harmless from any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following:
(1) Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to Fund Services by any third party described above or by or on behalf of a Fund;
(2) Action or inaction taken or omitted to be taken by Fund Services pursuant to written or oral instructions of the fund or otherwise without negligence or willful misconduct.;
(3) Any action taken or omitted to be taken by Fund Services in good faith in accordance with the advice or opinion of counsel for a Fund or its own counsel;
(4) Any improper use by a Fund or its agents, distributor or investment advisor of any valuations or computations supplied by Fund Services pursuant to this Agreement.
Fund Services shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by Fund Services as a result of Fund Services refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of Fund Services, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term Trust shall include the Trusts trustees, officers and employees.
Neither party to this Agreement shall be liable to the other party for consequential, special or punitive damages under any provision of this Agreement.
In the event of a mechanical breakdown or power supplies beyond its control, Fund Services shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. Fund Services will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of Fund Services. Fund Services agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect Fund Services premises and operating capabilities at any time during regular business hours of Fund Services, upon reasonable notice to Fund Services. Moreover, Fund Services shall provide the Trust, at such times as the Trust may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of Fund Services relating to the services provided by Fund Services under this Agreement.
Notwithstanding the above, Fund Services reserves the right to reprocess and correct administrative errors at its own expense.
E. Paid Tax Preparer Disclaimer: In conjunction with the tax services provided to each Fund by Fund Services hereunder, Fund Services shall not be deemed to act as an income tax return preparer for any purpose including as such term is defined under Section 7701(a)(36) of the Internal Revenue Code (IRC), or any successor thereof. Any information provided by Fund Services to a Fund for income tax reporting purposes with respect to any item of income, gain, loss, or credit will be performed solely in Fund Services administrative capacity. Fund Services shall not be required to determine, and shall not take any position with respect to whether, the reasonable belief standard described in Section 6694 of the IRC has been satisfied with respect to any income tax item. Each Fund, and any appointees thereof, shall have the right to inspect the transaction summaries produced and aggregated by Fund Services, and any supporting documents thereto, in connection with the tax reporting services provided to each Fund by Fund Services. Fund Services shall not be liable for the provision or omission of any tax advice with respect to any information provided by Fund Services to a Fund. The tax information provided by Fund Services shall be pertinent to the data and information made available to us, and is neither derived from nor construed as tax advice.
The Trust or its agent shall furnish to Fund Services the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.
Fund Services agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld (i) where Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of Fund Services or any of its employees, agents or representatives, and information that was already in the possession of Fund Services prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph.
Further, Fund Services will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.
Fund Services shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Trust, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, as required by the Securities Exchange Act of 1934, as amended, the rules of the stock exchange on which the Funds shares are listed, 17 C.F.R. 4.23 (specifically, the records specified in 17 C.F.R. 4.23(a)(1) through (8), (10) through (12) and (b)(1)), and other applicable federal securities laws and created pursuant to the performance of the Administrators obligations under this Agreement. Fund Services will also maintain those records of the Trust and the Funds including any changes, modifications or amendments thereto (the Fund Records) and will act as document repository for such Fund Records. Upon receipt of such Fund Records, Fund Services will issue a receipt for such Fund Records. Fund Services shall maintain a complete and orderly inventory of all Fund Records for which it has issued a receipt. Fund Services shall be under no duty or obligation to audit or reconcile the content, nor shall it be responsible for the accuracy or completeness of those Fund Records not created by it. Upon written request in a form to be determined by Fund Services and the Trust, Fund Services will return or release the requested Fund Records to such persons or entities pursuant to the Instructions provided by the Trust. Once one or more Fund Records have been returned or released by Fund Services, Fund Services shall have no further duty or obligation to act as repository for said previously released Fund Records. The Sponsor represents and warrants that: (a) promptly after the date of this Agreement, it will, at its own expense, deliver, cause to be delivered or make available to Fund Services all of the Fund Records in effect as of the date of this Agreement; (b) it will, on a continuing basis and at its own expense, promptly deliver, cause to be delivered or make available to Fund Services any Fund Records created after the date of this Agreement; (c) it has adequate record-keeping policies and procedures in effect to ensure that all Fund Records are promptly provided to Fund Services pursuant to the terms of this Agreement; (d) it shall be responsible for the accuracy and completeness of any Fund Records not created by Fund Services; and (e) it shall be responsible for ensuring the Trusts or the Funds compliance with, fulfillment of its obligations under or enforcement of, any Fund Records not created by Fund Services. Fund Services acknowledges that the records maintained and preserved by it pursuant to this Agreement are the property of the Trust and will be, at the Trusts expense, surrendered promptly upon reasonable request. In performing its obligations under this Section, Fund Services may utilize micrographic and electronic storage media as well as independent third party storage facilities.
The Trust has and retains primary responsibility for all compliance matters relating to the Funds, including but not limited to compliance with the 1933 Act, 1934 Act, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2001, the rules and regulations of the SEC, U.S. Commodity Futures Trading Commission, National Futures Association, the securities exchange on which any Shares are listed and the policies and limitations of the Fund relating to its portfolio investments as set forth in its registration statement . Fund Services services hereunder shall not relieve the Trust or Sponsor of its responsibilities for assuring such compliance.
This Agreement shall become effective as of the date first written above and will continue in effect for a period of three (3) years. This Agreement may be terminated by any party upon giving 90 days prior written notice to the other parties or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by Fund Services and the Trust, and authorized or approved by the Sponsor.
In the event that, in connection with termination, a successor to any of Fund Services duties or responsibilities hereunder is designated by the Trust by written notice to Fund Services, Fund Services will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by Fund Services under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which Fund Services has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from Fund Services personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Trust and Sponsor.
In the absence of any material breach of this Agreement, should the Trust and Sponsor elect to terminate this Agreement prior to the end of the initial three (3) year term, the Trust agrees to pay the following fees:
(1) all monthly fees through the life of the Agreement, including the repayment of any negotiated discounts;
(2) all fees associated with converting services to successor service provider;
(3) all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;
(4) all out-of-pocket costs associated with (1) to (3) above
This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the written consent of Fund Services, or by Fund Services without the written consent of the Trust accompanied by the authorization or approval of the Trusts Sponsor.
This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1933 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1933 Act or any rule or order of the SEC thereunder.
Nothing herein contained shall be deemed to authorize or empower any party to act as agent for another party to this Agreement, or to conduct business in the name, or for the account, of another party to this Agreement.
Nothing in this Agreement shall limit or restrict Fund Services from providing services to other parties that are similar or identical to some or all of the services provided hereunder.
Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.
Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other partys address set forth below:
Notice to Fund Services shall be sent to:
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
Attn: President
and notice to the Trust or Sponsor shall be sent to:
Teucrium Trading, LLC
232 Hidden Lake Road, Building A
Brattleboro, VT 05301
This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
{Signatures on the following page}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.
TEUCRIUM COMMODITY TRUST
By:_______________________________________
Name: ____________________________________
Title: ______________________________________
TEUCRIUM TRADING, LLC
By:________________________________
Name: ____________________________
Title: ______________________________
U.S. BANCORP FUND SERVICES, LLC
By:______________________________
Name: Michael R. McVoy
Title: Executive Vice President
Exhibit A to the Fund Administration Servicing Agreement Teucrium Commodity Trust
Separate Series of Teucrium Commodity Trust
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N ame of Series Teucrium Corn Fund Teucrium Wheat Fund Teucrium Soybean Fund Teucrium Sugar Fund Teucrium Agricultural Fund
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Exhibit B to the Fund Administration Servicing Agreement
(Teucrium Commodity Trust)
MSCI, S&P and FACTSET
The Trust shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party.
The Trust shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting any securities or financial instruments or products, including, but not limited to, funds, synthetic or derivative securities (e.g., options, warrants, swaps, and futures), whether listed on an exchange or traded over the counter or on a private-placement basis or otherwise or to create any indices (custom or otherwise).
The Trust shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data.
The Trust shall represent that it will not (i) copy any component of the Data, (ii) alter, modify or adapt any component of the Data, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works, or (iii) make any component of the Data available to any other person or organization (including, without limitation, the Trusts present and future parents, subsidiaries or affiliates) directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement.
The Trust shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data.
The Trust shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P harmless from any claims that may arise in connection with any use of the Data by the Trust.
The Trust shall acknowledge that MSCI, S&P and FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services right to receive and/or use the Data.
The Trust shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement among S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data.
THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Exhibit B (continued) to the Fund Administration Agreement
THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA.
IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.
Exhibit 31.1
CERTIFICATION
I, Dale Riker, certify that:
1. | I have reviewed this report on Form 10-K of Teucrium Commodity Trust (the registrant); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
By: | /s/ Dale Riker |
Dale Riker | |
Chief Executive Officer | |
Teucrium Trading, LLC | |
Sponsor of Teucrium Commodity Trust | |
Date: March 15, 2016 |
Exhibit 31.2
CERTIFICATION
I, Barbara Riker, certify that:
1. | I have reviewed this report on Form 10-K of Teucrium Commodity Trust (the registrant); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
By: | /s/ Barbara Riker |
Barbara Riker | |
Chief Financial Officer/Chief Accounting Officer | |
Teucrium Trading, LLC | |
Sponsor of Teucrium Commodity Trust | |
Date: March 15, 2016 |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, I, Dale Riker, Principal Executive Officer of Teucrium Trading, LLC, the Sponsor of Teucrium Commodity Trust (the Registrant), hereby certify, to the best of my knowledge, that the Registrants report on Form 10-K for the period ended December 31, 2015, (the Report), which accompanies this certification, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
By: | /s/Dale Riker |
Dale Riker | |
Chief Executive Officer | |
Teucrium Trading, LLC, Sponsor of Teucrium Commodity Trust | |
Dated: March 15, 2016 |
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, I, Barbara Riker, Principal Financial Officer of Teucrium Trading, LLC, the Sponsor of Teucrium Commodity Trust (the Registrant), hereby certify, to the best of my knowledge, that the Registrants report on Form 10-K for the period ended December 31, 2015, (the Report), which accompanies this certification, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
By: | /s/Barbara Riker |
Barbara Riker | |
Chief Financial Officer/Chief Accounting Officer | |
Teucrium Trading, LLC, Sponsor of Teucrium Commodity Trust | |
Dated: March 15, 2016 |