Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

x
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2011.
OR
¨
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                      to                     .
 

 
Commission File Number: 001-34765
  Teucrium Commodity Trust
(Exact name of registrant as specified in its charter)
 
Delaware
 
61-1604335
(State or other jurisdiction of
incorporation or organization)
 
(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
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)
 
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.
 
x Yes     o  No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
¨ Yes     ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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   ¨
 
Accelerated filer   ¨
Non-accelerated filer   ¨
 
Smaller reporting company      x
(Do not check if a smaller reporting company)
   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes     x No

 
 

 

TEUCRIUM COMMODITY TRUST
 
Table of Contents
 
   
Page
Part I. FINANCIAL INFORMATION
   
     
Item 1. Financial Statements.
 
3
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
63
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 
75
     
Item 4. Controls and Procedures.
 
75
     
Part II. OTHER INFORMATION
   
     
Item 1. Legal Proceedings.
  76
     
Item 1A. Risk Factors.
  76
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
76
     
Item 3. Defaults Upon Senior Securities.
 
77
     
Item 4. Reserved.
 
77
     
Item 5. Other Information.
 
77
     
Item 6. Exhibits.
  
78
 
 
2

 

Part I. FINANCIAL INFORMATION
 
Item 1.     Financial Statements.
 
Index to Financial Statements
 
Documents
 
Page
TEUCRIUM COMMODITY TRUST
  5
     
Statements of Assets and Liabilities at March 31, 2011 (Unaudited) and December 31, 2010
  5
     
Schedule of Investments (Unaudited) at March 31, 2011
  6
     
Statements of Operations (Unaudited) for the three months ending March 31, 2011
  7
     
Statement of Changes in Net Assets (Unaudited) for the three months ending March 31, 2011
  8
     
Statement of Cash Flows (Unaudited) for the three months ended March 31, 2011
  9
     
Notes to  Financial Statements
  10
     
TEUCRIUM CORN FUND
  17
     
Statements of Assets and Liabilities at March 31, 2011 (Unaudited) and December 31, 2010
  17
     
Schedule of Investments (Unaudited) at March 31, 2011
  18
     
Statements of Operations (Unaudited) for the three months ending March 31, 2011
  19
     
Statement of Changes in Net Assets (Unaudited) for the three months ending March 31, 2011
  20
     
Statement of Cash Flows (Unaudited) for the three months ending March 31, 2011
  21
     
Notes to  Financial Statements
  22
     
TEUCRIUM NATURAL GAS FUND
  29
     
Statements of Assets and Liabilities at March 31, 2011 (Unaudited) and December 31, 2010
  29
     
Schedule of Investments (Unaudited) at March 31, 2011
  30
     
Statements of Operations (Unaudited) from commencement of operations (February 1, 2011) through March 31, 2011
  31
     
Statement of Changes in Net Assets (Unaudited) from commencement of operations (February 1, 2011) through March 31, 2011
  32
     
Statement of Cash Flows (Unaudited) from commencement of operations (February 1, 2011) through March 31, 2011
  33
     
Notes to  Financial Statements
  34
 
 
3

 

TEUCRIUM WTI CRUDE OIL FUND
40
   
Statements of Assets and Liabilities at March 31, 2011 (Unaudited) and December 31, 2010
40
   
Schedule of Investments (Unaudited) at March 31, 2011
41
   
Statements of Operations (Unaudited) from commencement of operations (February 23, 2011) through March 31, 2011
42
   
Statement of Changes in Net Assets (Unaudited) from commencement of operations (February 23, 2011) through March 31, 2011
43
   
Statement of Cash Flows (Unaudited) from commencement of operations (February 23, 2011) through March 31, 2011
44
   
Notes to Financial Statements
45
   
TEUCRIUM SOYBEAN FUND
51
   
Statements of Assets and Liabilities at March 31, 2011 (Unaudited) and December 31, 2010
51
   
Notes to Statements of Assets and Liabilities
52
   
TEUCRIUM SUGAR FUND
55
   
Statements of Assets and Liabilities at March 31, 2011 (Unaudited) and December 31, 2010
55
   
Notes to Statements of Assets and Liabilities
56
   
TEUCRIUM WHEAT FUND
59
   
Statements of Assets and Liabilities at March 31, 2011 (Unaudited) and December 31, 2010
59
   
Notes to Statements of Assets and Liabilities
60
 
 
4

 

TEUCRIUM COMMODITY TRUST
STATEMENTS OF ASSETS AND LIABILITIES
 
  
 
March 31, 2011
   
December 31, 2010
 
   
(Unaudited)
       
Assets
           
             
Equity in BNY Mellon trading accounts:
           
Cash and cash equivalents
  $ 72,192,296     $ 39,311,038  
Commodity futures contracts
    9,567,540       5,178,219  
Collateral, due from broker
    1,233,961       -  
Interest receivable
    5,219       5,246  
Other assets
    170,626       12,526  
Total assets
    83,169,642       44,507,029  
                 
Liabilities
               
                 
Collateral, due to broker
    702       1,496,045  
Management fee payable to Sponsor
    66,890       34,328  
Commodity futures contracts
    1,872       -  
Other liabilities
    120,169       12,217  
Total liabilities
    189,633       1,542,590  
                 
Net assets
  $ 82,980,009     $ 42,964,439  
 
See accompanying notes.

 
5

 

TEUCRIUM COMMODITY TRUST
SCHEDULE OF INVESTMENTS
March 31, 2011
(Unaudited)

   
Fair
   
Percentage of
   
Notional
 
Description: Asset
 
Value
   
Net   Assets
   
Amount
 
                   
Commodity futures contracts
                 
United States corn futures contracts
                 
CBOT corn futures (726 contracts, settlement date July 14, 2011)
  $ 3,609,463       4.35 %   $ 26,807,550  
CBOT corn futures (666 contracts, settlement date September 14, 2011)
    1,694,938       2.04       22,477,500  
CBOT corn futures (817 contracts, settlement date December 14, 2011)
    3,835,887       4.62       25,939,750  
  Total United States corn futures contracts
    9,140,288       11.01       75,224,800  
                         
Commodity futures contracts
                       
United States natural gas futures contracts
                       
NYMEX natural gas futures (13 contracts, settlement date October 27, 2011)
    208       0.00       620,100  
NYMEX natural gas futures (12 contracts, settlement date February 27, 2012)
    4,992       0.01       604,560  
NYMEX natural gas futures (12 contracts, settlement date March 28, 2012)
    40,192       0.05       585,960  
  Total United States natural gas futures contracts
    45,392       0.06       1,810,620  
  
                       
Commodity futures contracts
                       
United States WTI crude oil futures contracts
                       
WTI crude oil futures (17 contracts, settlement date May 20, 2011)
    162,962       0.20       1,823,080  
WTI crude oil futures (15 contracts, settlement date November 18, 2011)
    128,790       0.15       1,624,950  
WTI crude oil futures (18 contracts, settlement date November 16, 2012)
    90,108       0.11       1,891,800  
  Total United States WTI crude oil futures contracts
    381,860       0.46       5,339,830  
                         
  Total commodity futures contracts - assets
  $ 9,567,540       11.53 %   $ 82,375,250  
 
               
Principal
 
               
Amount
 
                   
Cash equivalents
                 
United States Treasury obligations
                 
U.S. Treasury bills, 0.08%, due April 12, 2011
  $ 4,999,895       6.03 %   $ 5,000,000  
U.S. Treasury bills, 0.08%, due May 19, 2011
    4,999,720       6.02       5,000,000  
Total U.S. Treasury obligations
    9,999,615       12.05          
                         
Money market funds
                       
Dreyfus Cash Management Plus
    62,192,381       74.95          
                         
Total cash equivalents
  $ 72,191,996       87.00 %        
 
   
Fair
   
Percentage of
   
Notional
 
Description: Liability
 
Value
   
Net Assets
   
Amount
 
Commodity futures contracts
                       
United States natural gas futures contracts
                       
NYMEX natural gas futures (13 contracts, settlement date September 28, 2011)
  $ 1,872       0.00 %   $ 600,210  

See accompanying notes.

 
6

 

TEUCRIUM COMMODITY TRUST
STATEMENT OF OPERATIONS
(Unaudited)
 
  
 
Three Months Ended
 
  
 
March 31, 2011
 
Income
     
Realized and unrealized gain on trading of commodity futures contracts:
     
Realized gain on commodity futures contracts
  $ 3,367,545  
Net change in unrealized appreciation or depreciation on commodity futures contracts
    4,387,449  
Interest income
    21,684  
Total income
    7,776,678  
         
Expenses
       
Management fee
    163,132  
Professional fees
    128,404  
Distribution and marketing fee
    100,065  
Custodian fees and expenses
    65,837  
Brokerage commissions
    8,748  
Other expenses
    41,373  
  Total expenses
    507,559  
         
Net income
  $ 7,269,119  
 
   See accompanying notes.

 
7

 

TEUCRIUM COMMODITY TRUST
STATEMENT OF CHANGES IN NET ASSETS
(Unaudited)
 
  
 
Three Months Ended
 
  
 
March 31, 2011
 
Operations
     
Net income
  $ 7,269,119  
         
Capital transactions
       
Issuance of  Shares
    39,035,708  
Redemption of  Shares
    (6,289,257 )
Total capital transactions
    32,746,451  
Net change in net assets
    40,015,570  
         
Net assets, beginning of period
    42,964,439  
         
Net assets, end of period
  $ 82,980,009  
 
See accompanying notes.

 
8

 
 
TEUCRIUM COMMODITY TRUST

STATEMENT OF CASH FLOWS
 (Unaudited)

  
 
Three Months Ended
 
  
 
March 31, 2011
 
Cash flows from operating activities:
     
Net income
  $ 7,269,119  
Adjustments to reconcile net income to net cash provided by operating activities:
       
Net change in unrealized appreciation or depreciation on commodity futures contracts
    (4,387,449 )
Changes in operating assets and liabilities:
       
Collateral, due from broker
    (1,233,961 )
Interest receivable
    27  
Other assets
    (158,100 )
Collateral, due to broker
    (1,495,343 )
Management fee payable to Sponsor
    32,562  
Other liabilities
    107,952  
Net cash provided by operating activities
    134,807  
         
Cash flows from financing activities:
       
Proceeds from sale of Shares
    39,035,708  
Redemption of Shares
    (6,289,257 )
Net cash provided by financing activities
    32,746,451  
         
Net change in cash and cash equivalents
    32,881,258  
Cash and cash equivalents, beginning of period
    39,311,038  
Cash and cash equivalents, end of period
  $ 72,192,296  

See accompanying notes.

 
9

 
 
NOTES TO FINANCIAL STATEMENTS

March 31, 2011
(Unaudited)
  
Note 1 – Organization and Operation

Teucrium Commodity Trust (“Trust”) is a Delaware statutory trust organized on September 11, 2009, and is a series trust. The Teucrium Corn Fund (“CORN”) was the first commodity pool that is a series of the Trust, and as of June 9, 2010, shares of CORN could be purchased and sold on the New York Stock Exchange (“NYSE”) Arca.  In 2010, registration statements were also filed to register units of the Teucrium WTI Crude Oil Fund (“CRUD”), Teucrium Natural Gas Fund (“NAGS”), Teucrium Sugar Fund (“CANE”), Teucrium Soybean Fund (“SOYB”), and Teucrium Wheat Fund (“WEAT”), which would represent additional future series of the Trust.  All these series of Trust for which registration statements had been filed and/or approved as of March 31, 2011 are collectively referred to as the “Funds” and singularly as the “Fund.” The Funds issue common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund.  The Trust and the Funds operate pursuant to the Trust’s Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). 
 
On October 22, 2010, the Forms S-1 for NAGS and CRUD were declared effective by the Securities and Exchange Commission (“SEC”). On January 31, 2011, four creation baskets for NAGS were issued representing 200,000 shares and $5,000,000. NAGS began trading on the NYSE Arca on February 1, 2011. On February 22, 2011, four creation baskets for CRUD were issued representing 100,000 shares and $5,000,000.  CRUD began trading on the NYSE Arca on February 23, 2011. Amended registration statements for CANE, SOYB and WEAT were filed with the SEC on March 9, 2011, and as of March 31, 2011, these were pending regulatory approval.  The Teucrium Corn Fund, the Teucrium Natural Gas Fund and the Teucrium WTI Crude Oil Fund are collectively referred to as the “Operating Funds” and singularly referred to as the “Operating Fund.”
 
            The specific investment objective of each Fund and information regarding the organization and operation of each Fund are included in each Fund’s financial statements and accompanying notes, as well as in other sections of this Form 10-Q 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 process for certain Futures Contracts for the commodity specified for that Fund.  
 
 The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K and Form 10-K/A, as applicable. The operating results from January 1, 2011 through March 31, 2011 are not necessarily indicative of the results to be expected for the full year ending December 31, 2011.
 
Note 2 – Summary of Significant Accounting Policies

Basis of Presentation
 
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification and include the accounts of the Trust, CORN, NAGS, CRUD, CANE, SOYB and WEAT. For the year ended December 31, 2010, the operations of the Trust consist entirely of the operations of CORN, which commenced operations on June 9, 2010. For the period January 1, 2011 through March 31, 2011, the operations of the Trust contain the results of CORN, NAGS and CRUD.
 
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 statement of operations as the difference between the original contract amount and the market value (as determined by exchange settlement prices) 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.

 
10

 
 
Brokerage Commissions
 
Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.
 
Income Taxes
 
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 Fund’s income or loss on their income tax returns.  The financial statements reflect the Funds’ transactions without adjustment, if any, required for income tax purposes.
 
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740-10, “Accounting for Uncertainty in Income Taxes,” 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.  The Funds are subject to income tax examinations by major taxing authorities for all tax years since inception. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.  De-recognition of a tax benefit previously recognized results in the Funds recording a tax liability that reduces net assets.   Based on their analysis, the Funds have determined that they have not incurred any liability for unrecognized tax benefits as of March 31, 2011 or December 31, 2010.  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, on-going 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 period ended March 31, 2011 and the year ended December 31, 2010.

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.
  
Cash Equivalents
 
Cash equivalents are highly-liquid investments with original maturity dates of three months or less at inception.  The Trust 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 Trust has a substantial portion of its assets on deposit with banks. Assets deposited with the bank may, at times, exceed federally insured limits.  The Trust had a balance of $62,192,381 and $39,310,538 in money market funds at March 31, 2011 and December 31, 2010, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities.  The Trust also had investments in United States Treasury Bills with a maturity of three months or less with a fair value of $9,999,615 on March 31, 2011 and $0 on December 31, 2010.
 
 
11

 

Collateral, Due from/to Broker

Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage (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 trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Funds’ trading, the Funds (and not its shareholders personally) are subject to margin calls.

Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
 
Sponsor Fee
 
 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, custody, accounting, transfer agency and other necessary services to the Trust and the Funds. For the performance of this service, the 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. The Funds 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”), formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust’s tax accounting and reporting requirements.
 
Use of Estimates
 
The preparation of financial statements in conformity with 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 GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
 
In determining fair value, the Trust uses various valuation approaches.  In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust.  Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  The fair value hierarchy is categorized into three levels 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 securities.  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. 

 
12

 
 
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 security to security and is affected by a wide variety of factors including, the type of security, whether the security 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 securities existed.  Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for securities categorized in Level 3.  In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
 
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure.  Therefore, even when market assumptions are not readily available, the Trust’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.  The Trust uses prices and inputs that are current as of the measurement date, including periods of market dislocation.  In periods of market dislocation, the observability of prices and inputs may be reduced for many securities.  This condition could cause a security 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.
 
On March 31, 2011, the Corn Futures Contracts traded on the CBOT were in a “limit-up” condition and, in the opinion of the Trust and the Fund, the reported value at the close of the market on that day did not fairly value the Corn Futures Contracts held by the Fund.   Therefore, the Trust and the Fund have used alternative verifiable sources to value the Corn Futures Contracts on March 31, 2011 and the financial statements of the Fund have been adjusted accordingly, resulting in a $2,444,199 increase to unrealized change in commodity futures contracts in excess of reported CBOT values.

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 Chicago Board of Trade (“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.
 
Note 3 – Fair Value Measurements
 
 The Trust’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Trust’s significant accounting policies in Note 2. The following table presents information about the Trust’s assets measured at fair value as of March 31, 2011 and as of December 31, 2010:

March 31, 2011
 
                     
Balance
 
                     
as of
 
                     
March 31,
 
   
Level 1
   
Level 2
   
Level 3
   
2011
 
Assets:
                       
Cash equivalents
  $ 72,191,996     $ -     $ -     $ 72,191,996  
Commodity futures contracts
                               
Corn futures contracts
    -       9,140,288       -       9,140,288  
Natural gas futures contracts
    45,392       -       -       45,392  
Oil futures contracts
    381,860       -       -       381,860  
Total commodity futures contracts
    427,252       9,140,288       -       9,567,540  
Total
  $ 72,619,248     $ 9,140,288     $ -     $ 81,759,536  
 
 
13

 

                     
Balance
 
                     
as of
 
                     
March 31,
 
   
Level 1
   
Level 2
   
Level 3
   
2011
 
Liability:
                               
Natural gas futures contracts
  $ (1,872 )   $ -     $ -     $ (1,872 )

December 31, 2010

  
                   
Balance
 
  
                   
as of
 
  
                   
December 31,
 
  
 
Level 1
   
Level 2
   
Level 3
   
2010
 
                         
Cash equivalents
  $ 39,310,538     $ -     $ -     $ 39,310,538  
Corn futures contracts
    5,178,219       -       -       5,178,219  
Total
  $ 44,488,757     $ -     $ -     $ 44,488,757  

Transfers into and out of each level of the fair value hierarchy for the corn futures contracts valued using alternative verifiable sources due to a "limit-up" condition for the period ended March 31, 2011 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
                                   
Corn Future Contracts
  $ -     $ 9,140,288     $ 9,140,288     $ -     $ -     $ -  
Total
  $ -     $ 9,140,288     $ 9,140,288     $ -     $ -     $ -  

Note 4 -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 period ended March 31, 2011, the Operating Funds had 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.
 
 
14

 

The purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant (“FCM”).  Subsequent payments (variation margin) are made or received by each Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by each Fund.  Futures contracts may reduce the Funds’ exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
 
            The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM's proprietary activities.  A customer's cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements.  In the event of an FCM’s insolvency, recovery may be limited to each Fund’s pro rata share of segregated customer funds available.  It is possible that the recovery amount could be less than the total of cash and other equity deposited.

The following tables identify the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk, at March 31, 2011(unaudited) and December 31, 2010.  Balances are presented on a gross basis, prior to the application of the impact of counterparty and collateral netting.  Total derivative assets and liabilities are adjusted on an aggregate basis to take into consideration the effects of master netting arrangements and have been reduced by the application of cash collateral receivables and payables with its counterparties. The following tables also identify the net gain and loss amounts included in the statement of operations as realized and unrealized gain on trading of commodity futures contracts, categorized by primary underlying risk, for the period ended March 31, 2011 (unaudited).
  
At March 31, 2011, the fair value of derivative instruments is as follows:
 
Primary underlying risk
 
Asset derivatives
   
Liability derivatives
   
Net derivatives
 
Commodity price
                 
Corn futures contracts
  $ 9,140,288     $ -     $ 9,140,288  
Natural gas futures contracts
    45,392       (1,872 )     43,520  
Oil futures contracts
    381,860       -       381,860  
Total
  $ 9,567,540     $ (1,872 )   $ 9,565,668  
 
At December 31, 2010, the fair value of derivative instruments were as follows:
 
Primary underlying risk
 
Asset derivatives
 
Commodity price
     
Corn futures contracts
  $ 5,178,219  

The following is a summary of realized and unrealized gains (losses) of the derivative instruments utilized by the Funds for the period January 1, 2011 to March 31, 2011:
 
   
Realized gain (loss) on
   
Net change in unrealized gain
 
Primary underlying risk
 
derivative instruments
   
on derivative instruments
 
Commodity price
           
Corn futures contracts
  $ 3,686,233     $ 3,962,069  
Natural gas futures contracts
    (324,188 )     43,520  
Oil futures contracts
    5,500       381,860  
Total
  $ 3,367,545     $ 4,387,449  
 
Volume of Derivative Activities
 
At March 31, 2011, the notional amounts and number of contracts, categorized by primary underlying risk, are as follows:
 
   
Long exposure
 
   
Notional
   
Number
 
Primary underlying risk
 
amounts
   
of contracts
 
Commodity price
           
Corn futures contracts
  $
75,224,800
     
2,209
 
Natural gas futures contracts
   
2,410,830
     
50
 
Oil futures contracts
   
5,339,830
     
50
 
Total
 
$
82,975,460
     
2,309
 
 
 
15

 
 
At December 31, 2010, the notional amounts and number of contracts, categorized by primary underlying risk, are as follows:
 
   
Long exposure
 
  
 
Notional
   
Number
 
Primary underlying risk
 
amounts
   
of contracts
 
Commodity price
           
Corn futures contracts
  $ 42,979,000       1,411  

Note 5 - 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 Operating 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 6 – Subsequent Events

From April 1, 2011 through May 13, 2011, the Corn Fund issued eleven creation baskets representing 1,100,000 shares and receiving for those shares $49,986,476; shares outstanding for the Corn Fund as of May 13, 2011 were 2,800,004.  There were no creation or redemption baskets for the other Operating Funds.

On April 1, 2011, the Sponsor funded the Teucrium Agricultural Fund with a $100 contribution in exchange for 2 shares.  On April 22, 2011, the Sponsor filed a registration statement with the SEC for the Teucrium Agricultural Fund and is currently awaiting approval for this registration by the SEC.

 
16

 

TEUCRIUM CORN FUND
STATEMENTS OF ASSETS AND LIABILITIES
 
   
March 31, 2011
   
December 31, 2010
 
   
(Unaudited)
       
Assets
           
             
Equity in BNY Mellon trading accounts:
           
Cash and cash equivalents
  $ 64,955,607     $ 39,310,538  
Commodity futures contracts
    9,140,288       5,178,219  
Collateral, due from broker
    1,090,636       -  
Interest receivable
    4,631       5,246  
Other assets
    142,812       12,526  
      75,333,974       44,506,529  
                 
Liabilities
               
                 
Collateral, due to broker
    -       1,496,045  
Management fee payable to Sponsor
    62,271       34,328  
Other liabilities
    33,390       12,217  
Total liabilities
    95,661       1,542,590  
                 
Net Assets
  $ 75,238,313     $ 42,963,939  
                 
Shares outstanding
    1,700,004       1,100,004  
                 
Net asset value per share
  $ 44.26     $ 39.06  
                 
Market value per share (closing price)
  $ 44.25     $ 39.01  
 
See accompanying notes.

 
17

 

TEUCRIUM CORN FUND
 
SCHEDULE OF INVESTMENTS
March 31, 2011
(Unaudited)
 
   
Fair
   
Percentage of
   
Notional
 
Description
 
Value
   
Net Assets
   
Amount
 
                   
Commodity futures contracts
                 
United States corn futures contracts
                 
CBOT corn futures (726 contracts, settlement date July 14, 2011)
  $ 3,609,463       4.80 %   $ 26,807,550  
CBOT corn futures (666 contracts, settlement date September 14, 2011)
    1,694,938       2.25       22,477,500  
CBOT corn futures (817 contracts, settlement date December 14, 2011)
    3,835,887       5.10       25,939,750  
    $ 9,140,288       12.15 %   $ 75,224,800  
 
               
Principal
 
               
Amount
 
                   
Cash equivalents
                 
United States Treasury obligations
                 
U.S. Treasury bills, 0.08%, due April 12, 2011
  $ 4,999,895       6.65 %   $ 5,000,000  
U.S. Treasury bills, 0.08%, due May 19, 2011
    4,999,720       6.64       5,000,000  
Total U.S. Treasury obligations
    9,999,615       13.29          
                         
Money market funds
                       
Dreyfus Cash Management Plus
    54,955,992       73.04          
                         
Total cash equivalents
  $ 64,955,607       86.33 %        

See accompanying notes.

 
18

 

TEUCRIUM CORN FUND
STATEMENT OF OPERATIONS
(Unaudited)

   
Three Months Ended
 
   
March 31, 2011
 
Income
     
Realized and unrealized gain on trading of commodity futures contracts:
     
Realized gain on commodity futures contracts
  $ 3,686,233  
Net change in unrealized appreciation
       
or depreciation on commodity futures
       
contracts
    3,962,069  
Interest income
    20,482  
Total income
    7,668,784  
         
Expenses
       
Management fee
    154,245  
Professional fees
    90,738  
Distribution and marketing fee
    69,098  
Custodian fees and expenses
    31,856  
Brokerage commissions
    8,092  
Other expenses
    26,240  
Total expenses
    380,269  
         
Net income
  $ 7,288,515  
         
Net income per share
  $ 5.20  
Net income per weighted average share
  $ 4.83  
Weighted average shares outstanding
    1,510,004  

See accompanying notes. 

 
19

 
 
TEUCRIUM CORN FUND
STATEMENT OF CHANGES IN NET ASSETS
 (Unaudited)

   
Three Months Ended
 
   
March 31, 2011
 
Operations
     
Net Income
  $ 7,288,515  
Capital transactions
       
Issuance of 700,000 Shares
    29,035,708  
Redemption of 100,000 Shares
    (4,049,849 )
Total capital
    24,985,859  
Net change in net assets
    32,274,374  
         
Net assets, beginning of period
    42,963,939  
         
Net assets, end of period
  $ 75,238,313  
Net asset value per share         
At beginning of period
  $ 39.06  
         
At end of period
  $ 44.26  

See accompanying notes.

 
20

 

TEUCRIUM CORN FUND
 
STATEMENT OF CASH FLOWS
(Unaudited)
 
   
For the Three
Months Ended
 
   
March 31, 2011
 
Cash Flows from Operating Activities:
     
Net income
 
$
7,288,515
 
Adjustments to reconcile net income to net cash used provided by operating activities:
       
Net change in unrealized appreciation or depreciation on commodity futures contracts
   
(3,962,069
)
Changes in operating assets and liabilities:
       
Collateral, due from broker
   
(1,090,636
)
Interest receivable
   
615
 
Other assets
   
(130,286
Collateral, due to broker
   
(1,496,045
Management fee payable to Sponsor
   
27,943
 
Other liabilities
   
21,173
 
Net cash provided by operating activities
   
659,210
 
         
Cash Flows from Financing Activities:
       
Proceeds from sale of Shares
   
29,035,708
 
Redemption of Shares
   
(4,049,849
Net cash provided by financing activities
   
24,985,859
 
         
Net change in cash and cash equivalents
   
25,645,069
 
Cash and cash equivalents, beginning of period
   
39,310,538
 
Cash and cash equivalents, end of period
 
$
64,955,607
 
 
See accompanying notes.

 
21

 

NOTES TO FINANCIAL STATEMENTS
 
March 31, 2011
(Unaudited)
 
Note 1 – Organization and Operation
 
Teucrium Corn Fund (referred to herein as “CORN,” the “Corn Fund” 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 Corn Fund issues common units, called the “Shares”, representing fractional undivided beneficial interests in the Corn Fund. The Corn Fund continuously offers creation baskets consisting of 100,000 Shares at their net asset value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Corn Fund (the “Marketing Agent”).   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 Corn 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 Corn Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.

The investment objective of the Corn 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 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%. (This weighted average of the three referenced Corn Futures Contracts is referred to herein as the “Benchmark,” and the three Corn Futures Contracts that at any given time make up the Benchmark are referred to herein as the “Benchmark Component Futures Contracts”.)

The Corn Fund commenced investment operations on June 9, 2010 and has a fiscal year ending on December 31. The Corn Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Corn 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 Corn Fund’s initial registration of 30,000,000 shares on Form S-1 was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 9, 2010, the Corn Fund listed its shares on the NYSE Arca under the ticker symbol “CORN”. On the day prior to that, the Corn Fund issued 200,000 shares in exchange for $5,000,000 at the Corn Fund’s initial NAV of $25 per share. The Corn Fund also commenced investment operations on June 9, 2010 by purchasing commodity futures contracts traded on the Chicago Board of Trade (“CBOT”). 

The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K and Form 10-K/A, as applicable. The operating results from January 1, 2011 through March 31, 2011 are not necessarily indicative of the results to be expected for the full year ending December 31, 2011.
 
Note 2 – Summary of Significant Accounting Policies

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 statement of operations as the difference between the original contract amount and the market value (as determined by exchange settlement prices) 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 Corn Fund earns 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 Corn Fund earns interest on funds held at the custodian at prevailing market rates for such investments.

 
22

 

Brokerage Commissions

Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.

Income Taxes

For tax purposes, the Corn Fund will be treated as a partnership.  The Corn Fund does not record a provision for income taxes because the partners report their share of the Corn Fund’s income or loss on their income tax returns.  The financial statements reflect the Corn Fund’s transactions without adjustment, if any, required for income tax purposes.

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 740-10, “Accounting for Uncertainty in Income Taxes,” the Corn 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 Corn 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.  The Corn Fund is subject to income tax examinations by major taxing authorities for all tax years since inception. 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 Corn Fund recording a tax liability that reduces net assets.   Based on its analysis, the Corn Fund has determined that it has not incurred any liability for unrecognized tax benefits as of March 31, 2011.  However, the Corn Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulations, and interpretations thereof.

The Corn 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 periods ended March 31, 2011 and December 31, 2010.

The Corn 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 Corn Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Creations and Redemptions

Authorized Purchasers may purchase creation baskets consisting of 100,000 shares from CORN. The amount of the proceeds required to purchase a creation basket will be equal to the net asset value 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 Corn Fund only in blocks of 100,000 shares called “redemption baskets”. The amount of the redemption proceeds for a redemption basket will be equal to the net asset value 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 Corn 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 Corn Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.  For the period January 1, 2011 through March 31, 2011 the Sponsor had one redemption and seven creation baskets totaling a net addition to the Corn Fund of 600,000 shares.

Allocation of Shareholder Income and Losses

Profit or loss is allocated among the shareholders of the Corn 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 original maturity dates of three months or less at inception.  The Corn 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 Corn Fund has a substantial portion of its assets on deposit with banks. Assets deposited with the bank may, at times, exceed federally insured limits.  The Corn Fund had a balance of $54,955,992 and $39,310,538 in money market funds at March 31, 2011 and December 31, 2010, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities. The Corn Fund held $9,999,615 and $0 in United States Treasury Bills with a maturity date of three months or less at March 31, 2011 and  December 31, 2010 respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities.

 
23

 

Collateral, Due from/to Broker

Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage (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 Corn Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.

When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.

Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Corn Fund’s trading, the Corn 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 Corn Fund’s NAV is calculated by:

 
·
Taking the current market value of its total assets, and

 
·
Subtracting any liabilities.
 
The administrator calculates the NAV of the Corn Fund once each trading day.  It calculates 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 (typically 2:15 p.m. New York time).  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 Corn Fund is subject to significant credit risk relating to the counterparty to such corn interest.  Treasury securities held by the Corn 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 Corn Fund but unpaid or not received by the Corn Fund.

Sponsor Fee

The Sponsor is responsible for investing the assets of the Corn Fund in accordance with the objectives and policies of the Corn Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custody, accounting, transfer agency and other necessary services to the Corn Fund. For these services, the Corn 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.  For the period January 1, 2011 through March 31, 2011, the Corn Fund recorded $154,245 in management fees to the sponsor. The Corn 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, the Financial Industry Regulatory Authority (“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 Corn Fund also pays the fees and expenses associated with the Fund’s tax accounting and reporting requirements.

 
24

 

Use of Estimates

The preparation of financial statements in conformity with 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 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 Corn 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 Corn Fund.  Unobservable inputs reflect the Corn Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.  Valuation adjustments and block discounts are not applied to Level 1 securities.  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 security to security and is affected by a wide variety of factors including, the type of security, whether the security 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 securities existed.  Accordingly, the degree of judgment exercised by the Corn Fund in determining fair value is greatest for securities 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 Corn Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.  The Corn 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 security 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.
On March 31, 2011, the Corn Futures Contracts traded on the CBOT were in a “limit-up” condition and, in the opinion of the Trust and the Fund, the reported value at the close of the market on that day did not fairly value the Corn Futures Contracts held by the Fund.   Therefore, the Trust and the Fund have used alternative verifiable sources to value the Corn Futures Contracts on March 31, 2011 and the financial statements of the Fund have been adjusted accordingly, resulting in a $2,444,199 increase to unrealized change in commodity futures contracts in excess of the reported CBOT values.

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 Chicago Board of Trade (“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.
 
 
25

 

Net Income (Loss) per Share
 
Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.

Note 3 – Fair Value Measurements

 The Corn Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Corn Fund’s significant accounting policies in Note 2.  The following table presents information about the Corn Fund’s assets measured at fair value as of March 31, 2011 and December 31, 2010:

                     
Balance
 
                     
as of
 
                     
March 31,
 
   
Level 1
   
Level 2
   
Level 3
   
2011
 
                         
Cash equivalents
 
$
64,955,607
   
$
-
   
$
-
   
$
64,955,607
 
Futures contracts
           
9,140,288
     
-
     
9,140,288
 
Total
 
$
64,955,607
   
$
9,140,238
   
$
-
   
$
74,095,895
 

                     
Balance
 
                     
as of
 
                     
December 31,
 
   
Level 1
   
Level 2
   
Level 3
   
2010
 
                         
Cash equivalents
 
$
39,310,538
   
$
-
   
$
-
   
$
39,310,538
 
Futures contracts
   
5,178,219
     
-
     
-
     
5,178,219
 
Total
 
$
44,488,757
   
$
-
   
$
-
   
$
44,488,757
 

Transfers into and out of each level of the fair value hierarchy for the corn futures contracts valued using alternative verifiable sources for the period ended March 31, 2011 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
                                   
Corn Future Contracts
  $ -     $ 9,140,288     $ 9,140,288     $ -     $ -     $ -  
Total
  $ -     $ 9,140,288     $ 9,140,288     $ -     $ -     $ -  
 
 
26

 

Note 4 -Derivative Instruments and Hedging Activities

In the normal course of business, the Corn 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 Corn Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks.  In addition to its primary underlying risks, the Corn Fund is also subject to additional counterparty risk due to inability of  its counterparties to meet the terms of their contracts.  For the period ended March 31, 2011, the Corn Fund had invested only in corn commodity futures contracts.

Futures Contracts

The Corn Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

The purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant (“FCM”).  Subsequent payments (variation margin) are made or received by the Corn Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Corn Fund.  Futures contracts may reduce the Corn Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.

The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM's proprietary activities.  A customer's cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements.  In the event of an FCM’s insolvency, recovery may be limited to the Corn Fund’s pro rata share of segregated customer funds available.  It is possible that the recovery amount could be less than the total of cash and other equity deposited.

The following tables identify the fair value amounts of derivative instruments included in the statement of assets and liabilities as derivative contracts, categorized by primary underlying risk, at March 31, 2011.  Balances are presented on a gross basis, prior to the application of the impact of counterparty and collateral netting.  Total derivative assets and liabilities are adjusted on an aggregate basis to take into consideration the effects of master netting arrangements and have been reduced by the application of cash collateral receivables and payables with its counterparties. The following tables also identify the net gain and loss amounts included in the statement of operations as realized and unrealized gain on trading of commodity futures contracts, categorized by primary underlying risk, at March 31, 2011 (unaudited) and December 31, 2011.

The fair value of derivative instruments were as follows:

At March 31, 2011

Primary Underlying Risk
 
Asset Derivatives
 
Commodity Price
     
Commodity futures contracts
  $ 9,140,288  
 
At December 31, 2010

Primary Underlying Risk
 
Asset Derivatives
 
Commodity Price
     
    Commodity futures contracts
  $ 5,178,219  

The following is a summary of realized and unrealized gains and losses of the derivative instruments utilized by the Corn Fund:

Period January 1, 2011 to March 31, 2011
   
Realized Gain on
   
Net Change in Unrealized Gain
 
Primary Underlying Risk
 
Derivative Instruments
   
on Derivative Instruments
 
Commodity Price
           
Commodity futures contracts
  $ 3,686,233     $ 3,962,069  
 
 
27

 


Volume of Derivative Activities

The notional amounts and number of contracts, categorized by primary underlying risk, are as follows:

At March 31, 2011
 
   
Long exposure
 
   
Notional
   
Number
 
Primary underlying risk
 
amounts
   
of contracts
 
Commodity price
           
Commodity futures contracts
  $ 75,224,800       2,209  

At December 31, 2010
 
   
Long exposure
 
   
Notional
   
Number
 
Primary underlying risk
 
amounts
   
of contracts
 
Commodity price
           
Commodity futures contracts
  $ 42,979,000       1,411  

Note 5 - Financial Highlights

The following table presents per unit performance data and other supplemental financial data for the period January 1, 2011 through March 31, 2011. This information has been derived from information presented in the financial statements.

Per Share Operation Performance
     
Net asset value at beginning of period
  $ 39.06  
Income from investment operations:
       
Investment income
    0.01  
Net realized and unrealized gain on commodity futures contracts
    5.44  
Total expenses
    (0.25 )
Net increase in net asset value
    5.20  
Net asset value end of period
  $ 44.26  
Total Return
    13.32 %
Ratios to Average Net Assets (Annualized)
       
Total expense
    2.43 %
Net investment loss
    (2.30 )%

Total returns are calculated based on the change in value during the period. An individual shareholder’s total return and ratio may vary from the above total returns and ratios based on the timing of contributions to and withdrawals from the Corn Fund.  The ratios, excluding non-recurring expenses, have been annualized.

Note 6 - Organizational and Offering Costs

Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Corn Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Corn Fund will not be obligated to reimburse the Sponsor.

Note 7 – Subsequent Events

April 1, 2011 through May 13, 2011, the Corn Fund issued eleven creation baskets representing 1,100,000 shares and receiving for those shares $49,986,476.  Shares outstanding for the Fund as of May 13, 2011 were 2,800,004.

 
28

 
TEUCRIUM NATURAL GAS FUND
STATEMENTS OF ASSETS AND LIABILITIES
 
   
March 31,2011
   
December 31, 2010
 
   
(Unaudited)
       
Assets
           
             
Equity in BNY Mellon trading accounts:
           
Cash and cash equivalents
 
$
2,251,247
   
$
100
 
Commodity futures contracts
   
45,392
     
-
 
Collateral, due from broker
   
143,325
     
-
 
Interest receivable
   
197
     
-
 
Other assets
   
19,510
     
-
 
     
2,459,671
     
100
 
                 
Liabilities
               
                 
Commodity futures contracts
   
1,872
     
-
 
Management fee payable to Sponsor
   
188
     
-
 
Other liabilities
   
53,333
     
-
 
Total liabilities
   
55,393
     
-
 
                 
Net Assets
 
$
2,404,278
   
$
100
 
                 
Shares outstanding
   
100,004
     
4
 
                 
Net asset value per share
 
$
24.04
   
$
25.00
 
                 
Market value per share (closing price)
 
$
25.05
   
$
-
 
 
See accompanying notes.

 
29

 

TEUCRIUM NATURAL GAS FUND
 
SCHEDULE OF INVESTMENTS
March 31, 2011
 (Unaudited)

   
Fair
   
Percentage of
   
Notional
 
Description: Asset
 
Value
   
Net Assets
   
Amount
 
                   
Commodity futures contracts
                 
United States natural gas futures contracts
                 
NYMEX natural gas futures (13 contracts, settlement date October 27, 2011)
 
$
208
     
0.01
%
 
$
620,100
 
NYMEX natural gas futures (12 contracts, settlement date February 27, 2012)
   
4,992
     
0.21
     
604,560
 
NYMEX natural gas futures (12 contracts, settlement date March 28, 2012)
   
40,192
     
1.67
     
585,960
 
   
$
45,392
     
1.89
%
 
$
1,810,620
 
                         
Cash equivalents
                       
Money market funds
                       
Dreyfus Cash Management Plus
  $
2,251,247
     
93.64
%   $
2,251,247
 

   
Fair
   
Percentage of
   
Notional
 
Description: Liability
 
Value
   
Net Assets
   
Amount
 
Commodity futures contracts
                 
United States natural gas futures contracts
                 
NYMEX natural gas futures (13 contracts, settlement date September 28, 2011)
  $ (1,872 )     (0.08 )%   $ 600,210  

See accompanying notes.

 
30

 
 
TEUCRIUM NATURAL GAS FUND
STATEMENT OF OPERATIONS
(Unaudited)
   
From Commencement of
 
   
Operations (February 1, 2011)
 
   
through March 31, 2011
 
Income
     
Realized and unrealized gain (loss) on trading of commodity futures contracts:
     
Realized loss on commodity futures contracts
  $ (324,188 )
Net change in unrealized appreciation or depreciation on commodity futures contracts
    43,520  
Interest income
    696  
Total  loss
    (279,972 )
         
Expenses
       
Management fee
    3,628  
Professional fees
    23,149  
Distribution and marketing fee
    19,032  
Custodian fees and expenses
    20,884  
Brokerage commissions
    449  
Other expenses
    9,300  
Total expenses
    76,442  
         
Net loss
  $ (356,414 )
         
Net loss per share
  $ (0.96 )
Net loss per weighted average share
  $ (2.43 )
Weighted average shares outstanding
    146,614  

See accompanying notes.

 
31

 
 
TEUCRIUM NATURAL GAS FUND
STATEMENT OF CHANGES IN NET ASSETS
(Unaudited)
   
From Commencement of
 
   
Operations (February 1, 2011)
 
   
through March 31, 2011
 
Operations
     
Net loss
 
$
(356,414)
 
Capital transactions
       
Issuance of 200,000 Shares
   
5,000,000
 
Redemption of 100,000 Shares
   
(2,239,408
)
Total capital
   
2,404,178
 
Net change in net assets
   
32,274,374
 
         
Net assets, beginning of period
   
100
 
         
Net assets, end of period
 
$
2,404,278
 
Net asset value per share at beginning of period
 
$
25.00
 
         
At end of period
 
$
24.04
 
 
See accompanying notes.

 
32

 
 
TEUCRIUM NATURAL GAS FUND
 
STATEMENT OF CASH FLOWS
(Unaudited)
 
   
From commencement of
 
   
operations (February 1, 2011)
 
   
through March 31, 2011
 
Cash Flows from Operating Activities:
     
Net loss
 
$
(356,414)
 
Adjustments to reconcile net loss to net cash used in operating activities:
       
Net change in unrealized appreciation or depreciation on commodity futures contracts
   
(43,520
)
Changes in operating assets and liabilities:
       
Collateral, due from broker
   
(143,325)
 
Interest receivable
   
(197)
 
Other assets
   
(19,510)
 
Collateral, due to broker
   
-
 
Management fee payable to Sponsor
   
188
 
Other liabilities
   
53,333
 
Net cash used in operating activities
   
(509,445)
 
         
Cash Flows from Financing Activities:
       
Proceeds from sale of Shares
   
5,000,000
 
Redemption of Shares
   
(2,239,408)
 
Net cash provided by financing activities
   
2,760,592
 
         
Net change in cash and cash equivalents
   
2,251,147
 
Cash and cash equivalents, beginning of period
   
100
 
Cash and cash equivalents, end of period
 
$
2,251,247
 
 
See accompanying notes.

 
33

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2011
(Unaudited)

Note 1 – Organization and Operation
 
Teucrium Natural Gas Fund (“NAGS” 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.  NAGS issues common units, called the “Shares”, representing fractional undivided beneficial interests in the Fund. NAGS continuously offers creation baskets consisting of 50,000 Shares at their net asset value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Marketing Agent”).   Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “NAGS,” 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 natural gas interests.  The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.

The investment objective of NAGS 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 following:  the nearest to spot month March, April, October and November Henry Hub Natural Gas Futures Contracts traded on the New York Mercantile Exchange (“NYMEX”), weighted 25% equally in each contract month. (This weighted average of the four referenced Natural Gas Futures Contracts is referred to herein as the “NAGS Benchmark,” and the four Natural Gas Futures Contracts that at any given time make up the Benchmark are referred to herein as the “NAGS Benchmark Component Futures Contracts.”)
 
NAGS commenced investment operations on February 1, 2011 and has a fiscal year ending December 31. NAGS’ 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 October 22, 2010, NAGS’ initial registration of 40,000,000 shares on Form S-1 was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On February 1, 2011 NAGS listed its shares on the NYSE Arca under the ticker symbol “NAGS”. On the day prior to that, NAGS issued 200,000 shares in exchange for $5,000,000 at NAGS’ initial NAV of $25 per share. NAGS also commenced investment operations on February 1, 2011 by purchasing commodity futures contracts traded on the NYMEX. On December 31, 2010 NAGS had 4 shares outstanding which were owned by the Sponsor.
 
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Amendment No. 2 to Form S-1. The operating results from the commencement of operations (February 1, 2011) through March 31, 2011 are not necessarily indicative of the results to be expected for the full year ending December 31, 2011.
 
Note 2 – Summary of Significant Accounting Policies

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 statement of operations as the difference between the original contract amount and the market value (as determined by exchange settlement prices) 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 Fund earns 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 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 a full-turn basis.

 
34

 

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 partners report their share of the Fund’s income or loss on their income tax returns.  The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 740-10, “Accounting for Uncertainty in Income Taxes,” 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.  The Fund is subject to income tax examinations by major taxing authorities for all tax years since inception. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.  De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets.  Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of March 31, 2011.  However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going 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 periods ending March 31, 2011 and the year ended December 31, 2010.

The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.  The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Creations and Redemptions

Authorized Purchasers may purchase creation baskets consisting of 50,000 shares from NAGS. The amount of the proceeds required to purchase a creation basket will be equal to the net asset value 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 NAGS only in blocks of 50,000 shares called “redemption baskets”. The amount of the redemption proceeds for a redemption basket will be equal to the net asset value of the shares in the redemption basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.  For the period from commencement of operations (February 1, 2011) through March 31, 2011, the Sponsor had two redemption and four creation baskets totaling a net addition to the Fund of 100,000 shares.  As outlined in Amendment No 2 to Form S-1, 100,000 represents two redemption baskets for the Fund and a minimum level of shares.  Therefore, as of March 3, 2011, the Sponsor determined that no further redemptions would be approved until such a time as additional shares were 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 original maturity dates of three months or less at inception.  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 a substantial portion of its assets on deposit with banks. Assets deposited with the bank may, at times, exceed federally insured limits.  NAGS had a balance of $2,251,247 and $100 in money market funds at March 31, 2011 and December 31, 2010, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities.  

 
35

 

Collateral, Due from/to Broker

Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage (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 Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.

When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.

Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls.

Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.

Calculation of Net Asset Value

The Fund’s NAV is calculated by:

 
·
Taking the current market value of its total assets, and

 
·
Subtracting any liabilities.
 
The administrator calculates the NAV of the Fund once each trading day.  It calculates 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 Natural Gas Futures Contracts, the administrator uses the NYMEX closing price (typically 2:30 p.m. New York time).  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 natural gas interests is determined based on the value of the commodity or futures contract underlying such natural gas 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 natural gas interest.  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 natural gas interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.

Sponsor Fee

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, custody, accounting, transfer agency and other necessary services to the Fund. For these services, 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.  For the period from commencement of operations (February 1, 2011) through March 31, 2011, the Fund recorded $3,628 in management fees to the Sponsor. The Sponsor has waived, for a period and to be instituted again at the Sponsor’s discretion, the management fee for this Fund. This action by the Sponsor resulted in an approximate $2,000 reduction in expenses to the Fund for the period commencement of operations (February 1, 2011) through March 31, 2011. 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, the Financial Industry Regulatory Authority (“FINRA”), formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements.

 
36

 
 
Use of Estimates

The preparation of financial statements in conformity with 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 GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Fund uses various valuation approaches.  In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund.  Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.  Valuation adjustments and block discounts are not applied to Level 1 securities.  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 security to security and is affected by a wide variety of factors including, the type of security, whether the security 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 securities existed.  Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for securities categorized in Level 3.  In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure.  Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.  The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation.  In periods of market dislocation, the observability of prices and inputs may be reduced for many securities.  This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.

The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statement of operations.  Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the Chicago Board of Trade (“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.
 
Net Income (Loss) per Share

Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.

 
37

 

Note 3 – Fair Value Measurements

 The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 2.  The following table presents information about the Fund’s assets and liabilities measured at fair value as of March 31, 2011 (unaudited):

                     
Balance
 
Assets:
                   
as of
 
                     
March 31,
 
   
Level 1
   
Level 2
   
Level 3
   
2011
 
                         
Cash equivalents
  $ 2,251,247     $ -     $ -     $ 2,251,247  
Commodity futures contracts
    45,392       -       -       45,392  
Total
  $ 2,296,639     $ -     $ -     $ 2,296,639  

                     
Balance
 
Liabilities:
                   
as of
 
                     
March 31,
 
   
Level 1
   
Level 2
   
Level 3
   
2011
 
                                 
Commodity futures contracts
  $ 1,872     $ -     $ -     $ 1,872  

Note 4 -Derivative Instruments and Hedging Activities

In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities.  Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment.  The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks.  In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of  its counterparties to meet the terms of their contracts.  For the period ended March 31, 2011, the Fund had invested only in natural gas commodity futures contracts.

Futures Contracts

The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

The purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant (“FCM”).  Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund.  Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.

The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM's proprietary activities.  A customer's cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements.  In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available.  It is possible that the recovery amount could be less than the total of cash and other equity deposited.

The following tables identify the fair value amounts of derivative instruments included in the statement of assets and liabilities as derivative contracts, categorized by primary underlying risk, at March 31, 2011.  Balances are presented on a gross basis, prior to the application of the impact of counterparty and collateral netting.  Total derivative assets and liabilities are adjusted on an aggregate basis to take into consideration the effects of master netting arrangements and have been reduced by the application of cash collateral receivables and payables with its counterparties. The following tables also identify the net gain and loss amounts included in the statement of operations as realized and unrealized gain on trading of commodity futures contracts, categorized by primary underlying risk, for the period ended March 31, 2011 (unaudited).

 
38

 

At March 31, 2011, the fair value of derivative instruments were as follows:

Primary underlying risk
 
Asset derivatives
   
Liability derivatives
   
Net derivatives
 
Commodity price
                 
Commodity futures contracts
  $ 45,392     $ (1,872 )   $ 43,520  

The following is a summary of realized and unrealized gains and losses of the derivative instruments utilized by the Fund from commencement of operations (February 1, 2011) to March 31, 2011:

   
Realized loss on
   
Net change in unrealized gain
 
Primary underlying risk
 
derivative instruments
   
on derivative instruments
 
Commodity price
           
Commodity futures contracts
 
$
(324,188)
   
$
43,520
 

Volume of Derivative Activities

At March 31, 2011, the notional amounts and number of contracts, categorized by primary underlying risk, are as follows:

   
Long exposure
 
   
Notional
   
Number
 
Primary underlying risk
 
amounts
   
of contracts
 
Commodity price
           
Commodity futures contracts
 
$
2,410,830
     
50
 

Note 5 - Financial Highlights

The following table presents per unit performance data and other supplemental financial data for the period commencement of operations (February 1, 2011) through March 31, 2011. This information has been derived from information presented in the financial statements.

Per Share Operation Performance
     
Net asset value at beginning of period
  $ 25.00  
Income (loss)  from investment operations:
       
Investment income
    0.01  
Net realized and unrealized loss on commodity futures contracts
    (0.45 )
Total expenses
    (0.52 )
Net decrease in net asset value
    (0.96 )
Net asset value at end of period
  $ 24.04  
Total Return
    (3.84 )%
Ratios to Average Net Assets (Annualized)
       
Total expense
    13.65 %
Net investment loss
    (13.52 )%

Total returns are calculated based on the change in value during the period. An individual shareholder’s total return and ratios may vary from the above total returns and ratios based on the timing of contributions to and withdrawals from the Fund.  The ratios, excluding non-recurring expenses, have been annualized.

Note 6 - Organizational and Offering Costs

Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.

 
39

 

TEUCRIUM WTI CRUDE OIL FUND
STATEMENTS OF ASSETS AND LIABILITIES
 
   
March 31, 2011
   
December 31, 2010
 
   
(Unaudited)
       
Assets
           
             
Equity in BNY Mellon trading accounts:
           
Cash and cash equivalents
  $ 4,985,142     $ 100