Blueprint
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 10-K
☒
|
Annual report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 for the fiscal year ended
December 31, 2018
|
OR
☐
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Transition report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for the transition
period
from to
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Commission File Number:
001-34765
Teucrium Commodity
Trust
(Exact name of
registrant as specified in its charter)
Delaware
|
|
61-1604335
|
(State or other jurisdiction
of
incorporation or
organization)
|
|
(I.R.S. Employer
Identification No.)
|
Three Main Street, Suite
215
Burlington, VT 05401
(Address of principal executive offices) (Zip
code)
(802) 540-0019
(Registrant’s telephone number,
including area code)
Securities registered pursuant to Section
12(b) of the Act:
Title of each
Fund
|
Name of each
exchange on which registered
|
|
|
Shares of
Teucrium Corn Fund
|
NYSE Arca,
Inc.
|
|
|
Shares of
Teucrium Sugar Fund
|
NYSE Arca,
Inc.
|
|
|
Shares of
Teucrium Soybean Fund
|
NYSE Arca,
Inc.
|
|
|
Shares of
Teucrium Wheat Fund
|
NYSE Arca,
Inc.
|
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Shares of
Teucrium Agricultural Fund
|
NYSE Arca,
Inc.
|
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.
☐ Yes ☒
No
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13
or Section 15(d) of the Act.
☐ Yes ☒
No
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90
days.
☒
Yes ☐
No
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit
and post such files).
☒
Yes ☐ No
Indicate by check mark if
disclosure of delinquent files pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ☒
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange
Act.
|
Large accelerated
filer ☐
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|
Accelerated filer
☒
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|
Non-accelerated filer
☐
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|
Smaller reporting
company
|
|
(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 ☒
No
The aggregate market value of the
units of each series of the registrant held by non-affiliates as of
June 30, 2018 are included in the table below:
|
Aggregate
Market Value of Each Funds’ Shares Held
|
Total Number of
Outstanding
|
|
by
Non-Affiliates as of June 30, 2018
|
Shares as of March 12,
2019
|
|
|
|
Teucrium Corn
Fund
|
$73,158,066
|
3,600,004
|
|
|
|
Teucrium Sugar
Fund
|
14,781,030
|
1,400,004
|
|
|
|
Teucrium Soybean
Fund
|
17,052,065
|
1,475,004
|
|
|
|
Teucrium Wheat
Fund
|
66,671,026
|
10,225,004
|
|
|
|
Teucrium
Agricultural Fund
|
$1,591,542
|
75,002
|
|
|
|
Total
|
$173,253,729
|
|
Statement
Regarding Forward-Looking Statements
This filing includes
“forward-looking statements” which generally relate to
future events or future performance. In some cases, you can
identify forward-looking statements by terminology such as
“may,” “will,” “should,”
“expect,” “plan,” “anticipate,”
“believe,”“estimate,”
“predict,” “potential” or the negative of
these terms or other comparable terminology. All statements (other
than statements of historical fact) included in this filing that
address activities, events or developments that will or may occur
in the future, including such matters as movements in the
commodities markets and indexes that track such movements,
operations of the Funds, the Sponsor’s plans and references
to the future success of a Fund or the Funds and other similar
matters, are forward-looking statements. These statements are only
predictions. Actual events or results may differ materially. These
statements are based upon certain assumptions and analyses the
Sponsor has made based on its perception of historical trends,
current conditions and expected future developments, as well as
other factors appropriate in the circumstances. Whether or not
actual results and developments will conform to the Sponsor’s
expectations and predictions, however, is subject to a number of
risks and uncertainties, including the special considerations
discussed in this annual report, general
economic, market and business conditions, changes in laws or
regulations, including those concerning taxes, made by governmental
authorities or regulatory bodies, and other world economic and
political developments. Consequently, all the forward-looking
statements made in this filing are qualified by these cautionary
statements, and there can be no assurance that actual results or
developments the Sponsor anticipates will be realized or, even if
substantially realized, that they will result in the expected
consequences to, or have the expected effects on, the operations of
the Funds or the value of the Shares of the
Funds.
Part
I
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1
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29
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42
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42
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42
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42
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PART
II
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42
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49
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50
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69
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72
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72
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72
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73
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PART
III
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73
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73
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74
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75
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75
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PART
IV
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75
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PART
I
The Trust and
the Funds
Teucrium Commodity Trust
(“Trust”), a Delaware statutory trust organized on
September 11, 2009, is a series trust consisting of five series:
Teucrium Corn Fund (“CORN”), Teucrium Sugar Fund
(“CANE”), Teucrium Soybean Fund (“SOYB”),
Teucrium Wheat Fund (“WEAT”), and Teucrium Agricultural
Fund (“TAGS”). All of the series of the Trust are
collectively referred to as the “Funds” and singularly
as the “Fund.” Each Fund is a commodity pool that is a
series of the Trust. The Funds issue common units, called the
“Shares,” representing fractional undivided beneficial
interests in a Fund. The Trust and the Funds operate pursuant
to the Trust’s Third Amended and Restated Declaration of
Trust and Trust Agreement (the “Trust
Agreement”).
The Sponsor
Teucrium Trading, LLC is the
sponsor of the Trust and each of the series of the Trust. The
Sponsor is a Delaware limited liability company, formed on July 28,
2009. The principal office is located at Three Main Street, Suite
215, Burlington, Vermont 05401. The Sponsor is registered as a
commodity pool operator (“CPO”) with the Commodity
Futures Trading Commission (“CFTC”) and became a member
of the National Futures Association (“NFA”) on November
10, 2009. Teucrium Trading, LLC registered as a Commodity Trading
Advisor (“CTA”) with the NFA effective September 8,
2017. The Trust and the Funds operate pursuant to the Trust
Agreement.
Under the Trust Agreement, the
Sponsor is solely responsible for the management, and conducts or
directs the conduct of the business of the Trust, the Funds, and
any other Fund that may from time to time be established and
designated by the Sponsor. The Sponsor is required to oversee the
purchase and sale of Shares by firms designated as
“Authorized Purchasers” and to manage the Funds’
investments, including to evaluate the credit risk of futures
commission merchants and swap counter-parties and to review daily
positions and margin/collateral requirements. The Sponsor has the
power to enter into agreements as may be necessary or appropriate
for the offer and sale of the Funds’ Shares and the conduct
of the Trust’s activities. Accordingly, the Sponsor is
responsible for selecting the Trustee, Administrator, Distributor,
the independent registered public accounting firm of the Trust, and
any legal counsel employed by the Trust. The Sponsor is also
responsible for preparing and filing periodic reports on behalf of
the Trust with the SEC and providing any required certification for
such reports. No person other than the Sponsor and its principals
was involved in the organization of the Trust or the
Funds.
Teucrium Trading, LLC designs the
Funds to offer liquidity, transparency, and capacity in
single-commodity investing for a variety of investors, including
institutions and individuals, in an exchange-traded product format.
The Funds have also been designed to mitigate the impacts of
contango and backwardation, situations that can occur in the course
of commodity trading which can affect the potential returns to
investors. Backwardation is defined as a market condition in which
a futures price of a commodity is lower in the distant delivery
months than in the near delivery months, while contango, the
opposite of backwardation, is defined as a condition in which
distant delivery prices for futures exceed spot prices, often due
to the costs of storing and insuring the underlying
commodity.
The Sponsor has a patent on
certain business methods and procedures used with respect to the
Funds.
The
Funds
On June 5, 2010, the initial Form
S-1 for CORN was declared effective by the U.S. Securities and
Exchange Commission (“SEC”). On June 8, 2010, four
Creation Baskets for CORN were issued representing 200,000 shares
and $5,000,000. CORN began trading on the New York Stock Exchange
(“NYSE”) Arca on June 9, 2010. The current registration
statement for CORN was declared effective by the SEC on April 29,
2016.
On June 17, 2011, the initial
Forms S-1 for CANE, SOYB, and WEAT were declared effective by the
SEC. On September 16, 2011, two Creation Baskets were issued for
each Fund, representing 100,000 shares and $2,500,000, for CANE,
SOYB, and WEAT. On September 19, 2011, CANE, SOYB, and WEAT started
trading on the NYSE Arca. The current registration statements for
CANE and SOYB were declared effective by the SEC on April 30, 2018.
The current registration statement for WEAT was declared effective
on July 15, 2016. This registration statement for WEAT registered
an additional 24,050,000 shares.
On February 10, 2012, the Form S-1
for TAGS was declared effective by the SEC. On March 27, 2012, six
Creation Baskets for TAGS were issued representing 300,000 shares
and $15,000,000. TAGS began trading on the NYSE Arca on March 28,
2012. The current registration statement for TAGS was declared
effective by the SEC on April 30, 2018.
Investing
Strategy
Overview
The Funds are designed and managed
so that the daily changes in percentage terms of the Shares’
Net Asset Value (“NAV”) reflect the daily changes in
percentage terms of a weighted average of the closing settlement
prices for specific futures contracts on designated commodities or
the closing Net Asset Value per share of the Underlying Funds (as
defined below) in the case of TAGS. Each Fund pursues its
investment objective by investing in a portfolio of exchange-traded
futures contracts (each, a “Futures Contract”) that
expire in a specific month and trade on a specific exchange in the
designated commodity comprising the Benchmark as defined below, or
shares of the Underlying Funds in the case of TAGS. Each Fund has
the ability to hold United States Treasury Obligations and/or other
high credit quality short-term fixed income securities for deposit
with the commodity broker of the Funds as margin and/or on deposit
with the custodian or other financial
institutions.
The investment objective of CORN
is to have the daily changes in percentage terms of the
Shares’ Net Asset Value (“NAV”) reflect the daily
changes in percentage terms of a weighted average of the closing
settlement prices for three futures contracts for corn (“Corn
Futures Contracts”) that are traded on the Chicago Board of
Trade (“CBOT”):
CORN
Benchmark
CBOT Corn Futures Contract
|
Weighting
|
Second to
expire
|
35%
|
Third to
expire
|
30%
|
December following
the third to expire
|
35%
|
The investment objective of SOYB
is to have the daily changes in percentage terms of the
Shares’ Net Asset Value (“NAV”) reflect the daily
changes in percentage terms of a weighted average of the closing
settlement prices for three futures contracts for soybeans
(“Soybeans Futures Contracts”) that are traded on the
Chicago Board of Trade (“CBOT”):
SOYB
Benchmark
CBOT
Soybeans Futures Contract
|
Weighting
|
Second to expire
(excluding August & September)
|
35%
|
Third to expire
(excluding August & September)
|
30%
|
Expiring in the
November following the expiration of the third-to-expire
contract
|
35%
|
The investment objective of CANE
is to have the daily changes in percentage terms of the
Shares’ Net Asset Value (“NAV”) reflect the daily
changes in percentage terms of a weighted average of the closing
settlement prices for three futures contracts for No. 11 sugar
(“Sugar Futures Contracts”) that are traded on the ICE
Futures US (“ICE”):
CANE
Benchmark
ICE Sugar Futures Contract
|
Weighting
|
Second to
expire
|
35%
|
Third to
expire
|
30%
|
Expiring in the
March following the expiration of the third-to-expire
contract
|
35%
|
The investment objective of WEAT
is to have the daily changes in percentage terms of the
Shares’ Net Asset Value (“NAV”) reflect the daily
changes in percentage terms of a weighted average of the closing
settlement prices for three futures contracts for wheat
(“Wheat Futures Contracts”) that are traded on the
Chicago Board of Trade (“CBOT”):
WEAT Benchmark
CBOT
Wheat Futures Contract
|
Weighting
|
Second to
expire
|
35%
|
Third to
expire
|
30%
|
December following
the third-to-expire
|
35%
|
The investment objective of the
TAGS is to have the daily changes in percentage terms of the NAV of
its Shares reflect the daily changes in percentage terms of a
weighted average (the “Underlying Fund Average”) of the
NAVs per share of four other commodity pools that are series of the
Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the
Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium
Sugar Fund (collectively, the “Underlying Funds”). The
Underlying Fund Average will have a weighting of 25% to each
Underlying Fund, and the Fund’s assets will be rebalanced,
generally on a daily basis, to maintain the approximate 25%
allocation to each Underlying Fund:
TAGS
Benchmark
Underlying Fund
|
Weighting
|
CORN
|
25%
|
SOYB
|
25%
|
CANE
|
25%
|
WEAT
|
25%
|
This weighted average of the
referenced specific Futures Contracts for each Fund is referred to
herein as the “Benchmark,” and the specific Futures
Contracts that at any given time make up the Benchmark for that
Fund and are referred to herein as the “Benchmark Component
Futures Contracts.”
Each Fund seeks to achieve its
investment objective by investing under normal market conditions in
Benchmark Component Futures Contracts (“Futures
Contracts”) of the Fund or, in certain circumstances, in
other Futures Contracts for its Specified Commodity. In addition,
and to a limited extent, a Fund also may invest in exchange-traded
options on Futures Contracts for its Specified Commodity. Once
position limits or accountability levels on Futures Contracts on a
Fund’s Specified Commodity are applicable, each Fund’s
intention is to invest first in contracts and instruments such as
cash-settled options on Futures Contracts and forward contracts,
swaps and other over-the-counter transactions that are based on the
price of its Specified Commodity or Futures Contracts on its
Specified Commodity (collectively, “Other Commodity
Interests,” and together with Futures Contracts,
“Commodity Interests”). By utilizing certain or all of
these investments, the Sponsor will endeavor to cause each
Fund’s performance to closely track that of its
Benchmark.
The Sponsor operates the Funds
with the intent to never hold a Benchmark Component Futures
Contract once it becomes the next-to-expire contract (commonly
called the “spot” contract). Accordingly, the positions
of each Fund in its Specified Commodity Interests are changed or
“rolled” on a regular basis in order to track the
changing nature of the Benchmark. Using CORN as an example, five
times a year (on the dates on which certain Corn Futures Contracts
expire), a particular Corn Futures Contract will no longer be a
Benchmark Component Futures Contract, and the Corn Fund’s
investments will have to be changed accordingly. Corn Futures
Contracts traded on the CBOT expire on a specified day in the
following five months: March, May, July, September, and December.
Therefore, in terms of the Benchmark, in June of a given year the
next-to-expire or “spot month” Corn Futures Contract
will expire in July of that year, and the Benchmark Component
Futures Contracts will be the contracts expiring in September of
that year (the second-to-expire contract), December of that year
(the third-to-expire contract), and December of the following year.
As another example using CORN, in November of a given year the
Benchmark Component Futures Contracts will be the contracts
expiring in March, May and December of the following year. The
Teucrium Corn Fund is designed to roll or replace its contracts
five times per year but will always hold a December Corn Futures
Contract as an “anchor” month. The Sponsor will
determine if the investments of a Fund will be “rolled”
in one day or over a period of several days, in order that any
trading does not signal unwanted market movements and to make it
more difficult for third parties to profit by trading ahead based
on such expected market movements. Such “roll” periods
are posted to the website for each Fund well in advance of the
“roll” date.
The Sponsor employs a
“neutral” investment strategy intended to track the
changes in the Benchmark of each Fund regardless of whether the
Benchmark goes up or goes down. The Fund’s
“neutral” investment strategy is designed to permit
investors generally to purchase and sell the Fund’s Shares
for the purpose of investing indirectly in the commodity-specific
market in a cost-effective manner. Such investors may include
participants in the specific industry and other industries seeking
to hedge the risk of losses in their commodity-specific-related
transactions, as well as investors seeking exposure to that
commodity market. Accordingly, depending on the investment
objective of an individual investor, the risks generally associated
with investing in the commodity-specific market and/or the risks
involved in hedging may exist. In addition, an investment in a Fund
involves the risks that the changes in the price of the
Fund’s Shares will not accurately track the changes in the
Benchmark, and that changes in the Benchmark will not closely
correlate with changes in the price of the commodity on the spot
market. The Sponsor does not intend to operate each Fund in a
fashion such that its per share NAV equals, in dollar terms, the
spot price of the commodity or the price of any particular
commodity-specific Futures Contract.
Calculation of the Benchmark
The notional amount of each
Benchmark Component Futures Contract included in each Benchmark is
intended to reflect the changes in market value of each such
Benchmark Component Futures Contract within the Benchmark. The
closing level of each Benchmark is calculated on each business day
by U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank
Global Fund Services (the “Administrator”) based on the
closing price of the futures contracts for each of the underlying
Benchmark Component Futures Contracts and the notional amounts of
such Benchmark Component Futures Contracts.
Each Benchmark is rebalanced
periodically to ensure that each of the Benchmark Component Futures
Contracts is weighted in the same proportion as in the investment
objective for each Fund. The following tables reflect the December
31, 2018, Benchmark Component Futures Contracts weights for each of
the Funds. The contract held is identified by the generally
accepted nomenclature of contract month and year, which may differ
from the month in which the contract expires:
CORN Benchmark
Component Futures Contracts
|
|
Notional Value
|
|
Weight (%)
|
|
CBOT Corn Futures (1,030 contracts,
MAY19)
|
|
$
|
19,724,500
|
|
35
|
%
|
CBOT Corn Futures (866 contracts,
JUL19)
|
|
|
16,919,475
|
|
30
|
|
CBOT Corn Futures (993 contracts,
DEC19)
|
|
|
19,735,875
|
|
35
|
|
|
|
|
|
|
|
|
Total at December 31,
2018
|
|
$
|
56,379,850
|
|
100
|
%
|
|
|
|
|
|
|
|
SOYB Benchmark
Component Futures Contracts
|
|
Notional Value
|
|
Weight (%)
|
|
CBOT Soybean Futures (218
contracts, MAR19)
|
|
$
|
9,755,500
|
|
35
|
%
|
CBOT Soybean Futures (185
contracts, MAY19)
|
|
|
8,396,688
|
|
30
|
|
CBOT Soybean Futures (209
contracts, NOV19)
|
|
|
9,773,363
|
|
35
|
|
|
|
|
|
|
|
|
Total at December
31, 2018
|
|
$
|
27,925,551
|
|
100
|
%
|
|
|
|
|
|
|
|
CANE Benchmark
Component Futures Contracts
|
|
Notional Value
|
|
Weight (%)
|
|
ICE Sugar Futures (278 contracts,
MAY19)
|
|
$
|
3,767,456
|
|
35
|
%
|
ICE Sugar Futures (235 contracts,
JUL19)
|
|
|
3,221,568
|
|
30
|
|
ICE Sugar Futures (257 contracts,
MAR20)
|
|
|
3,785,096
|
|
35
|
|
|
|
|
|
|
|
|
Total at December 31,
2018
|
|
$
|
10,774,120
|
|
100
|
%
|
|
|
|
|
|
|
|
WEAT Benchmark
Component Futures Contracts
|
|
Notional Value
|
|
Weight (%)
|
|
CBOT Wheat Futures (756 contracts,
MAY19)
|
|
$
|
19,296,900
|
|
35
|
%
|
CBOT Wheat Futures (637 contracts,
JUL19)
|
|
|
16,514,225
|
|
30
|
|
CBOT Wheat Futures (713 contracts,
DEC19)
|
|
|
19,340,125
|
|
35
|
|
|
|
|
|
|
|
|
Total at December 31,
2018
|
|
$
|
55,151,250
|
|
100
|
%
|
|
|
|
|
|
|
|
TAGS Benchmark Component Futures Contracts
|
|
Fair Value
|
|
Weight (%)
|
|
Shares of Teucrium
Corn Fund
|
|
$
|
383,506
|
|
25
|
%
|
Shares of Teucrium
Soybean Fund
|
|
|
381,970
|
|
25
|
|
Shares of Teucrium
Wheat Fund
|
|
|
383,743
|
|
25
|
|
Shares of Teucrium
Sugar Fund
|
|
|
374,067
|
|
25
|
|
|
|
|
|
|
|
|
Total at December
31, 2018
|
|
$
|
1,523,286
|
|
100
|
%
|
The price
relationship between the near month Futures Contract to expire and
the Benchmark Component Futures Contracts will vary and may impact
both the total return of each Fund over time and the degree to
which such total return tracks the total return of the price
indices related to the commodity of each Fund. In cases in which
the near month contract’s price is lower than later-expiring
contracts’ prices (a situation known as
“contango” in the futures markets), then absent the
impact of the overall movement in commodity prices the value of the
Benchmark Component Futures Contracts would tend to decline as they
approach expiration. In cases in which the near month
contract’s price is higher than later-expiring
contracts’ prices (a situation known as
“backwardation” in the futures markets), then absent
the impact of the overall movement in a Fund’s prices the
value of the Benchmark Component Futures Contracts would tend to
rise as they approach expiration, all other things being
equal.
The total portfolio composition
for each Fund is disclosed each business day that the NYSE Arca is
open for trading on the Fund’s website. The website for CORN
is www.teucriumcornfund.com; for
CANE is www.teucriumcanefund.com; for
SOYB is www.teucriumsoybfund.com; for
WEAT is www.teucriumweatfund.com; for
TAGS is www.teucriumtagsfund.com. These
sites are accessible at no charge. The website disclosure of
portfolio holdings is made daily and includes, as applicable, the
name and value of each Futures Contract, other commodity interest
and the amount of cash and cash equivalents held in the
Fund’s portfolio. The specific types of other commodity
interests held (if any, which may include options on futures
contracts and derivative contracts such as swaps) collectively,
“Other Commodity Interests,” and together with Futures
Contracts, “Commodity Interests” or
“Interests” in addition to futures contracts, options
on futures contracts and derivative contracts that are tied to
various commodities are entered into outside of public exchanges.
These “over-the-counter” contracts are entered into
between two parties in private contracts, or on a recently formed
swap execution facility (“SEF”) for standardized swaps.
For example, unlike Futures Contracts, which are guaranteed by a
clearing organization, each party to an over-the-counter derivative
contract bears the credit risk of the other party (unless such
over-the-counter swap is cleared through a derivatives clearing
organization (“DCO”)), i.e., the risk that the other
party will not be able to perform its obligations under its
contract, and characteristics of such Other Commodity
Interests.
Consistent with achieving a
Fund’s investment objective of closely tracking the
Benchmark, the Sponsor may for certain reasons cause the Fund to
enter into or hold Futures Contracts other than the Benchmark
Component Futures Contracts and/or Other Commodity Interests. Other
Commodity Interests that do not have standardized terms and are not
exchange-traded, referred to as “over-the-counter” Corn
Interests, can generally be structured as the parties to the Corn
Interest contract desire. Therefore, each Fund might enter into
multiple and/or over-the-counter Interests intended to replicate
the performance of each of the Benchmark Component Futures
Contracts for the Fund, or a single over-the-counter Interest
designed to replicate the performance of the Benchmark as a whole.
Assuming that there is no default by a counter-party to an
over-the-counter Interest, the performance of the Interest will
necessarily correlate with the performance of the Benchmark or the
applicable Benchmark Component Futures Contract. Each Fund might
also enter into or hold Interests other than Benchmark Component
Futures Contracts to facilitate effective trading, consistent with
the discussion of the Fund’s “roll” strategy. In
addition, each Fund might enter into or hold Interests that would
be expected to alleviate overall deviation between the Fund’s
performance and that of the Benchmark that may result from certain
market and trading inefficiencies or other reasons. By utilizing
certain or all of the investments described above, the Sponsor will
endeavor to cause the Fund’s performance to closely track
that of the Benchmark of the Fund.
An “exchange for related
position” (“EFRP”) can be used by the Fund as a
technique to facilitate the exchanging of a futures hedge position
against a creation or redemption order, and thus the Fund may use
an EFRP transaction in connection with the creation and redemption
of shares. The market specialist/market maker that is the ultimate
purchaser or seller of shares in connection with the creation or
redemption basket, respectively, agrees to sell or purchase a
corresponding offsetting futures position which is then settled on
the same business day as a cleared futures transaction by the
FCMs. The Fund will become subject to the credit risk of
the market specialist/market maker until the EFRP is settled within
the business day, which is typically 7 hours or less. The
Fund reports all activity related to EFRP transactions under the
procedures and guidelines of the CFTC and the exchanges on which
the futures are traded.
The Funds earn interest and other
income (“interest income”) from cash equivalents that
it purchases and on the cash, it holds through the Custodian or
other financial institution. The Sponsor anticipates that the
interest income will increase the NAV of each Fund. The Funds apply
the interest income to the acquisition of additional investments or
use it to pay its expenses. If the Fund reinvests the earned
interest income, it makes investments that are consistent with its
investment objectives as disclosed. Any cash equivalent invested by
a Fund will have original maturity dates of three months or less at
inception. Any cash equivalents invested by a Fund will be deemed
by the Sponsor to be of investment grade quality. At the end
of the year, available cash balances in each of the Funds were
invested in the Fidelity Institutional Money Market Funds –
Government Portfolio, in demand deposits at Rabobank, N.A, and in
commercial paper with maturities of ninety days or
less.
In managing the assets of the
Funds, the Sponsor does not use a technical trading system that
automatically issues buy and sell orders. Instead, the Sponsor will
purchase or sell the specific underlying Commodity Interests with
an aggregate market value that approximates the amount of cash
received or paid upon the purchase or redemption of
Shares.
The Sponsor does not anticipate
letting the commodity Futures Contracts of any Fund expire, thus
taking delivery of the underlying commodity. Instead, the Sponsor
will close out existing positions, for instance, in response to
ongoing changes in the Benchmark or if it otherwise determines it
would be appropriate to do so and reinvest the proceeds in new
Commodity Interests. Positions may also be closed out to meet
redemption orders, in which case the proceeds from closing the
positions will not be reinvested.
Market Outlook
The Corn
Market
Corn is currently the most widely
produced livestock feed grain in the United States. The two largest
demands of the United States’ corn crop are used in livestock
feed and ethanol production. Corn is also processed into food and
industrial products, including starch, sweeteners, corn oil,
beverages and industrial alcohol. The United States Department of
Agriculture (“USDA”) publishes weekly, monthly,
quarterly and annual updates for U.S. domestic and worldwide corn
production and consumption, and for other grains such as soybeans
and wheat which can be used in some cases as a substitute for corn.
These reports are available on the USDA’s website,
www.usda.gov, at no charge. The January 2019 reports were not
published due to a lapse in federal funding. The outlook provided
below is from the December 11, 2018 USDA
report.
The United States is the
world’s leading producer and exporter of corn. For the Crop
Year 2018-19, the United States Department of Agriculture
(“USDA”) estimates that the U.S. will produce
approximately 34% of all the corn globally, of which about 17% will
be exported. For 2018-2019, based on the December 2018 USDA
reports, global consumption of 1,131 Million Metric Tons (MMT) is
expected to be slightly higher than global production of 1,100 MMT.
If the global supply of corn exceeds global demand, this may have
an adverse impact on the price of corn. Besides the United States,
other principal world corn exporters include Argentina, Brazil and
the former Soviet Union nations known as the FSU-12 which includes
the Ukraine. Major importer nations include Mexico, Japan, the
European Union (EU), South Korea, Egypt and parts of Southeast
Asia. China’s production at 256 MMT is approximately 8% less
than its domestic usage.
According to the USDA, global corn
consumption has increased just over 479% from crop year 1960/1961
to 2018/2019 as demonstrated by the graph below and is projected to
continue to grow in upcoming years. Consumption growth is the
result of a combination of many factors including: 1)
global population growth, which,
according to the U.S. Census Department, is estimated to increase
by approximately 78.3 million people in the 2018-19 time-frame and
reach 9.5 billion by 2050; 2) a growing global middle class
which is increasing the demand for protein and meat-based products
globally and most significantly in developing countries; and 3)
increased use of bio-fuels, including ethanol in the United States.
Based on USDA estimates as of December 11, 2018, for each person
added to the population, there needs to be an additional 5.9
bushels of corn, 1.7 bushels of soybeans and 3.6 bushels of wheat
produced.

While global consumption of corn
has increased over the 1960/1961-2018/2019 period, so has
production, driven by increases in acres planted and yield per
acre. However, according to the USDA and United Nations, future
growth in planted acres and yield may be inhibited by
lower-productive land, and lack of infrastructure and
transportation. In addition, agricultural crops such as corn are
highly weather-dependent for yield and therefore susceptible to
changing weather patterns. In addition, given the current
production/consumption patterns, nearly 100% of all corn produced
globally is consumed which leaves minimal excess inventory if
production issues arise.
The price per bushel of corn in
the United States is primarily a function of both U.S. and global
production, as well as U.S. and global demand. The graph below
shows the USDA published price per bushel by month for the period
January 2007 to November 2018.
On December 11, 2018, the USDA released its
monthly World Agricultural Supply and Demand Estimates (WASDE) for
the Crop Year 2018-19. The exhibit below provides a summary of
historical and current information for United States corn
production.
Standard Corn Futures Contracts
trade on the CBOT in units of 5,000 bushels, although 1,000 bushels
“mini-corn” Corn Futures Contracts also trade. Three
grades of corn are deliverable under CBOT Corn Futures Contracts:
Number 1 yellow, which may be delivered at 1.5 cents over the
contract price; Number 2 yellow, which may be delivered at the
contract price; and Number 3 yellow, which may be delivered at 1.5
cents under the contract price for all contract months prior to
March 2019 or may be delivered between 2 and 4 cents per bushel
under the contract price for all contract months commencing with
March 2019 and beyond. There are five months each year in which
CBOT Corn Futures Contracts expire: March, May, July, September and
December.
If the futures market is in a
state of backwardation (i.e., when the price of corn in the future
is expected to be less than the current price), the Fund will buy
later-to-expire contracts for a lower price than the
sooner-to-expire contracts that it sells. Hypothetically, and
assuming no changes to either prevailing corn prices or the price
relationship between immediate delivery, soon-to-expire contracts
and later-to-expire contracts, the value of a contract will rise as
it approaches expiration. Over time, if backwardation remained
constant, the differences would continue to increase. If the
futures market is in contango, the Fund will buy later-to-expire
contracts for a higher price than the sooner-to-expire contracts
that it sells. Hypothetically, and assuming no other changes to
either prevailing corn prices or the price relationship between the
spot price, soon-to-expire contracts and later-to-expire contracts,
the value of a contract will fall as it approaches expiration. Over
time, if contango remained constant, the difference would continue
to increase. Historically, the corn futures markets have
experienced periods of both contango and backwardation. Frequently,
whether contango or backwardation exists is a function, among other
factors, of the seasonality of the corn market and the corn harvest
cycle. All other things being equal, a situation involving
prolonged periods of contango may adversely impact the returns of
the Fund; conversely a situation involving prolonged periods of
backwardation may positively impact the returns of the
Fund.
The Soybean
Market
Global soybean production is
concentrated in the U.S., Brazil, Argentina and China. The United
States Department of Agriculture (“USDA”) has estimated
that, for the Crop Year 2018-19, the United States will produce
approximately 125 MMT of soybeans or approximately 34% of estimated
world production, with Brazil production at 122
MMT. Argentina is projected to
produce about 56 MMT. For 2018-19, based on the December 2018 USDA
report, global consumption of 352 MMT is estimated slightly lower
than global production of 369 MMT. If the global supply of soybeans
exceeds global demand, this may have an adverse impact on the price
of soybeans. The USDA publishes weekly, monthly, quarterly and
annual updates for U.S. domestic and worldwide soybean production
and consumption. These reports are available on the USDA’s
website, www.usda.gov, at no charge. The
January 2019 reports were not published due to a lapse in federal
funding. The outlook provided below is from the December 11, 2018
USDA report.
The soybean processing industry
converts soybeans into soybean meal, soybean hulls, and soybean
oil. Soybean meal and soybean hulls are processed into soy flour or
soy protein, which are used, along with other commodities, by
livestock producers and the fish farming industry as feed. Soybean
oil is sold in multiple grades and is used by the food, petroleum
and chemical industries. The food industry uses soybean oil in
cooking and salad dressings, baking and frying fats, and butter
substitutes, among other uses. In addition, the soybean industry
continues to introduce soy-based products as substitutes to various
petroleum-based products including lubricants, plastics, ink,
crayons and candles. Soybean oil is also converted to biodiesel for
use as fuel.
Standard Soybean Futures Contracts
trade on the CBOT in units of 5,000 bushels, although 1,000 bushel
“mini-sized” Soybean Futures Contracts also trade.
Three grades of soybean are deliverable under CBOT Soybean Futures
Contracts: Number 1 yellow, which may be delivered at 6 cents per
bushel over the contract price; Number 2 yellow, which may be
delivered at the contract price; and Number 3 yellow, which may be
delivered at 6 cents per bushel under the contract price. There are
seven months each year in which CBOT Soybean Futures Contracts
expire: January, March, May, July, August, September and
November.
If the futures market is in a
state of backwardation (i.e., when the price of soybeans in the
future is expected to be less than the current price), the Fund
will buy later-to-expire contracts for a lower price than the
sooner-to-expire contracts that it sells. Hypothetically, and
assuming no changes to either prevailing soybean prices or the
price relationship between immediate delivery, soon-to-expire
contracts and later-to-expire contracts, the value of a contract
will rise as it approaches expiration. If the futures market is in
contango, the Fund will buy later-to-expire contracts for a higher
price than the sooner-to-expire contracts that it sells.
Hypothetically, and assuming no other changes to either prevailing
soybean prices or the price relationship between the spot price,
soon-to-expire contracts and later-to-expire contracts, the value
of a contract will fall as it approaches expiration. Historically,
the soybeans futures markets have experienced periods of both
contango and backwardation. Frequently, whether contango or
backwardation exists is a function, among other factors, of the
seasonality of the soybean market and the soybean harvest cycle.
All other things being equal, a situation involving prolonged
periods of contango may adversely impact the returns of the Fund; conversely
a situation involving prolonged periods of backwardation may
positively impact the returns of the Fund.
The
price per bushel of soybeans in the United States is primarily a
function of both U.S. and global production, as well as U.S. and
global demand. The graph below shows the USDA published price per
bushel by month for the period January 2007 to November
2018.
On December 11, 2018, the USDA
released its monthly World Agricultural Supply and Demand
Estimates (WASDE) for the Crop Year 2018-19. The exhibit below
provides a summary of historical and current information for United
States soybean production.
The Sugar
Market
Sugarcane accounts for about 80%
of the world’s sugar production, while sugar beets account
for the remainder of the world’s sugar
production. Sugar manufacturers use sugar beets and
sugarcane as the raw material from which refined sugar (sucrose)
for industrial and consumer use is produced. Sugar is
produced in various forms, including granulated, powdered, liquid,
brown, and molasses. The food industry (in particular, producers of
baked goods, beverages, cereal, confections, and dairy products)
uses sugar and sugarcane molasses to make sugar-containing food
products. Sugar beet pulp and molasses products are used as animal
feed ingredients. Ethanol is an important by-product of
sugarcane processing. Additionally, the material that is
left over after sugarcane is processed is used to manufacture
paper, cardboard, and “environmentally friendly” eating
utensils.
The Sugar No. 11 Futures Contract
is the world benchmark contract for raw sugar trading. This
contract prices the physical delivery of raw cane sugar, delivered
to the receiver’s vessel at a specified port within the
country of origin of the sugar. Sugar No. 11 Futures
Contracts trade on ICE Futures US and the NYMEX in units of 112,000
pounds.
The United States Department of
Agriculture (“USDA”) publishes two major reports
annually on U.S. domestic and worldwide sugar production and
consumption. These are usually released in November and May.
In addition, the USDA publishes periodic, but not as comprehensive,
reports on sugar monthly. These reports are available on the
USDA’s website, www.usda.gov, at no charge. The
USDA’s November 2018 report forecasts that India, with
estimated record production of 35.9 million metric tons, surpassed
Brazil as the leading producer of sugarcane worldwide for the first
time in 16 years. India's production, which outpaces the other
principal global producers, namely Brazil, Thailand and China,
equates to approximately 19% of the world’s supply. The
principal producers of sugar beets, as forecast by the USDA for
2019, include the European Union, the United States, and
Russia.
World estimated raw sugar
production is 186 million metric tons, which is forecast down 9
million tons from the prior year primarily due to the drop in
Brazil caused by unfavorable weather and more sugarcane being
diverted towards ethanol production. The USDA’s report
released in November 2018 estimates that for the 2018/2019 Crop
Year, record global consumption of 176 million metric tons will
still be below production and ending stocks are projected to rise
to 53 million metric tons. Similar to the 2017/18 Crop
Year, the
current period may see the global supply for sugar exceed demand.
In the past, this situation has, generally, resulted in a price
decrease. However, if the global demand of sugar exceeds global
supply, prices will generally increase.
The USDA, in its November 2018
report highlights, in the graph immediately below, projecting
record stocks and consumption despite lower production compared to
the 2017/2018 Crop Year. The second graph shows India, the leading
producer of sugarcane, which surpasses Brazil for the first time in
16 years.
If the futures market is in a
state of backwardation (i.e., when the price of sugar in the future
is expected to be less than the current price), the Fund will buy
later-to-expire contracts for a lower price than the
sooner-to-expire contracts that it sells. Hypothetically, and
assuming no changes to either prevailing sugar prices or the price
relationship between immediate delivery, soon-to-expire contracts
and later-to-expire contracts, the value of a contract will rise as
it approaches expiration. If the futures market is in contango, the
Fund will buy later-to-expire contracts for a higher price than the
sooner-to-expire contracts that it sells. Hypothetically, and
assuming no other changes to either prevailing sugar prices or the
price relationship between the spot price, soon-to-expire contracts
and later-to-expire contracts, the value of a contract will fall as
it approaches expiration. Historically, the sugar futures markets
have experienced periods of both contango and backwardation.
Frequently, whether contango or backwardation exists is a function,
among other factors, of the seasonality of the sugar market and the
sugar harvest cycle. All other things being equal, a situation
involving prolonged periods of contango may adversely impact the
returns of the Funds; conversely a situation involving prolonged
periods of backwardation may positively impact the returns of the
Funds.
The Wheat
Market
Wheat is used to produce flour,
the key ingredient for breads, pasta, crackers and many other food
products, as well as several industrial products such as starches
and adhesives. Wheat by-products are used in livestock feeds. Wheat
is the principal food grain produced in the United States, and the
United States’ output of wheat is typically exceeded only by
that of China, the European Union, the former Soviet nations, known
as the FSU-12, including the Ukraine, and India. The United States
Department of Agriculture (“USDA”) estimates that for
2018-19, the principal global producers of wheat will be the EU,
the former Soviet nations known as the FSU-12, China, India, the
United States, Australia and Canada. The U.S. generates
approximately 7% of the global production, with approximately 53%
of that being exported. For 2018-19, based on the December 2018
USDA report, global consumption of 745 MMT is estimated to be
slightly higher than production of 733 MMT. If the global supply of
wheat exceeds global demand, this may have an adverse impact on the
price of wheat. The USDA publishes weekly, monthly, quarterly and
annual updates for U.S. domestic and worldwide wheat production and
consumption. These reports are available on the USDA’s
website, www.usda.gov, at no charge. The
January 2019 reports were not published due to a lapse in federal
funding. The outlook provided below is from the December 11, 2018
USDA report.
There are several types of wheat
grown in the U.S., which are classified in terms of color,
hardness, and growing season. CBOT Wheat Futures Contracts call for
delivery of #2 soft red winter wheat, which is generally grown in
the eastern third of the United States, but other types and grades
of wheat may also be delivered (Grade #1 soft red winter wheat,
Hard Red Winter, Dark Northern Spring and Northern Spring wheat may
be delivered at 3 cents premium per bushel over the contract price
and #2 soft red winter wheat, Hard Red Winter, Dark Northern Spring
and Northern Spring wheat may be delivered at the contract price.)
Winter wheat is planted in the fall and is harvested in the late
spring or early summer of the following year, while spring wheat is
planted in the spring and harvested in late summer or fall of the
same year. Standard Wheat Futures Contracts trade on the CBOT in
units of 5,000 bushels, although 1,000 bushel
“mini-wheat” Wheat Futures Contracts also trade. There
are five months each year in which CBOT Wheat Futures Contracts
expire: March, May, July, September and
December.
If the futures
market is in a state of backwardation (i.e., when the price of
wheat in the future is expected to be less than the current price),
the Fund will buy later-to-expire contracts for a lower price than
the sooner-to-expire contracts that it sells. Hypothetically, and
assuming no changes to either prevailing wheat prices or the price
relationship between immediate delivery, soon-to-expire contracts
and later-to-expire contracts, the value of a contract will rise as
it approaches expiration. If the futures market is in contango, the
Fund will buy later-to-expire contracts for a higher price than the
sooner-to-expire contracts that it sells. Hypothetically, and
assuming no other changes to either prevailing wheat prices or the
price relationship between the spot price, soon-to-expire contracts
and later-to-expire contracts, the value of a contract will fall as
it approaches expiration. Historically, the wheat futures markets
have experienced periods of both contango and backwardation.
Frequently, whether contango or backwardation exists is a function,
among other factors, of the seasonality of the wheat market and the
wheat harvest cycle. All other things being equal, a situation
involving prolonged periods of contango may adversely impact the
returns of the Fund; conversely a situation involving prolonged
periods of backwardation may positively impact the returns of the
Fund.
The
price per bushel of wheat in the United States is primarily a
function of both U.S. and global production, as well as U.S. and
global demand. The graph below shows the USDA published price per
bushel by month for the period January 2007 to November
2018.
On December 11, 2018, the USDA released its
monthly World Agricultural Supply and Demand Estimates (WASDE) for
the Crop Year 2018-19. The exhibit below provides a summary of
historical and current information for United States wheat
production.
Competitive
Environment
Investors may choose among several
options when considering an investment in agricultural
commodities. For instance, an investor may choose to invest
directly in commodity futures, although such an investment
generally requires significant capital. Additionally, there
are a variety of commodity index funds which include baskets of
commodity interests; these funds invest in a range of commodity
interests, although some are weighted toward, or invest solely in,
agricultural commodities. Finally, there are exchange-traded
notes which are credit instruments, some of which may invest or
mirror investments in agricultural
commodities.
The
Sponsor’s Operations
The Sponsor established the Trust
and caused the Trust to establish the first series, the Corn Fund,
which commenced offering its Shares to the public on June 9, 2010.
Three additional series, namely the Sugar Fund, the Soybean Fund
and the Wheat Fund, commenced offering of shares in September 2011
and the Teucrium Agricultural Fund commenced operation on March 28,
2012. Aside from establishing these series, operating those series
that have commenced offering their shares and obtaining capital
from a small number of outside investors in order to engage in
these activities, the Sponsor did not engage in any business
activity.
The Trust and the Funds do not
have any employees or officers. Any persons acting as agents
of the Trust or the Funds do so as employees or officers of the
Sponsor.
Under the Trust Agreement, the
Sponsor is solely responsible for the management, and conducts or
directs the conduct of the business of the Trust, the Funds, and
any other Fund that may from time to time be established and
designated by the Sponsor. The Sponsor is required to oversee the
purchase and sale of Shares by firms designated as
“Authorized Purchasers” and to manage the Funds’
investments, including to evaluate the credit risk of futures
commission merchants and swap counter-parties and to review daily
positions and margin/collateral requirements. The Sponsor has the
power to enter into agreements as may be necessary or appropriate
for the offer and sale of the Funds’ Shares and the conduct
of the Trust’s activities. Accordingly, the Sponsor is
responsible for selecting the Trustee, Administrator, Distributor,
the independent registered public accounting firm of the Trust, and
any legal counsel employed by the Trust. The Sponsor is also
responsible for preparing and filing periodic reports on behalf of
the Trust with the SEC and providing any required certification for
such reports. No person other than the Sponsor and its principals
was involved in the organization of the Trust or the
Funds.
The Sponsor maintains websites on
behalf of each of the Funds. The total portfolio composition of
each Fund is disclosed on the Fund’s website each business
day that the NYSE Arca is open for trading. The website disclosure
of portfolio holdings is made daily and includes, as applicable,
the name and value of each Commodity Futures Contract held and
those that are pending, and the amount of cash and cash equivalents
held in the Fund’s portfolio. Each Fund’s website also
includes the NAV, the 4 p.m. Bid/Ask Midpoint as reported by the
NYSE Arca, the last trade price as reported by the NYSE Arca, the
shares outstanding, the shares available for issuance, and the
shares created or redeemed on that day. The prospectus, Monthly
Statement of Account, Quarterly Performance of the Midpoint versus
the NAV, and the Roll Dates, as well as Form 10-Qs, Form 10-Ks, and
other SEC filings for that Fund, are also posted on the website.
Each Fund’s website is publicly accessible at no charge. The
website for CORN is www.teucriumcornfund.com; for
CANE is www.teucriumcanefund.com; for
SOYB is www.teucriumsoybfund.com; for
WEAT is www.teucriumweatfund.com; and
for TAGS is www.teucriumtagsfund.com. The
website address for the Sponsor is www.teucrium.com.
The Sponsor receives a fee as
compensation for services performed under the Trust Agreement,
except in the case of TAGS where there is no such fee. The
Sponsor’s fees accrue daily and are paid monthly at an annual
rate of 1.00% of the average daily net assets of each Fund, with
the exception of TAGS. In addition, each Fund is also generally
responsible for other ongoing fees, costs and expenses of its
operations, including brokerage fees and SEC registration fees, and
legal, printing, accounting, custodial, administration and transfer
agency costs, although the Sponsor has borne or will bear the costs
and expenses related to the initial offer and sale of Shares. The
Funds will generally bear the costs and expenses associated with
filing a new registration statement for each Fund every three
years, unless the Sponsor waives all or part of such costs and
expenses. The Sponsor may choose to waive, for a period of time and
at its discretion, the collection of the Sponsor Fee or certain
other fees for any of the Funds. Certain aggregate expenses common
to all Funds within the Trust are allocated by the Sponsor to the
respective funds based on activity drivers deemed most appropriate
by the Sponsor for such expenses, including but not limited to
relative assets under management and creation order activity. These
aggregate common expenses include, but are not limited to, legal,
auditing, accounting and financial reporting, tax-preparation,
regulatory compliance, trading activities, and insurance costs, as
well as fees paid to the Distributor, which are included in the
related line item in the combined statements of
operations.
A portion of these aggregate
common expenses are related to the Sponsor or related parties of
principals of the Sponsor; these are necessary services to the
Trust and the Funds, which are primarily the cost of performing
accounting and financial reporting, regulatory compliance, and
trading activities that are directly attributable to the Trust and
the Funds. For the period ended December 31, such expenses, which
are primarily included as distribution and marketing fees, totaled
$2,674,984 in 2018, $2,196,388 in 2017, and $1,825,552 in 2016; of
these amounts, $556,063 in 2018, $453,736 in 2017, and $457,658 in
2016 were waived by the Sponsor.
All asset-based fees and expenses
for the Funds are calculated on the prior day’s net
assets.
The Sponsor has an information
technology plan (the “IT Plan”) in place which is part
of the internal controls of the Trust and the Funds. The IT
Plan takes reasonable care to look beyond the security and
controls developed and implemented for the Trust and the Funds
directly to the platforms and controls in place for the key service
providers. Such review of the IT plans of key service providers is
part of the Sponsor’s disaster recovery and business
continuity planning. The Sponsor provides regular training to all
employees of the Sponsor regarding cybersecurity topics, in
addition to real-time dissemination of information regarding
cybersecurity matters as needed. The IT plan is reviewed and
updated as needed, but at a minimum on an annual
basis.
Ownership or
“membership” interests in the Sponsor are owned by
persons referred to as “members.” The Sponsor currently
has three voting or “Class A” members – Mr. Sal
Gilbertie, Mr. Dale Riker and Mr. Carl N. Miller III – and a
small number of non-voting or “Class B” members who
have provided working capital to the Sponsor. Messrs. Gilbertie and
Riker each currently own 45.7%, and Mr. Miller owns 8.52%, of the
Sponsor’s Class A membership interests.
Management of
the Sponsor
In general, under the
Sponsor’s Amended and Restated Limited Liability Company
Operating Agreement, as amended from time to time, the Sponsor (and
as a result the Trust and each Fund) is managed by the officers of
the Sponsor. The Chief Executive Officer of the Sponsor
is responsible for the overall strategic direction of the Sponsor
and has general control of its business. The Chief Investment
Officer and President of the Sponsor is primarily responsible for
new investment product development with respect to the Funds. The
Chief Operating Officer has primary responsibility for trade
operations, trade execution, and portfolio activities with respect
to the Fund. The Chief Financial Officer, Chief Accounting Officer
and Chief Compliance Officer acts as the Sponsor’s principal
financial and accounting officer. Furthermore, certain fundamental
actions regarding the Sponsor, such as the removal of officers, the
addition or substitution of members, or the incurrence of
liabilities other than those incurred in the ordinary course of
business and de minimis
liabilities, may not be taken without the affirmative vote of a
majority of the Class A members (which is generally defined as the
affirmative vote of Mr. Gilbertie and one of the other two Class A
members). The Sponsor has no board of directors, and the
Trust has no board of directors or officers.
The Officers of the Sponsor, one
of whom is a Class A member of the Sponsor, are the
following:
Sal Gilbertie has
been the President of the Sponsor since its inception, its Chief
Investment Officer since September 2011, and its Chief Executive
Officer and Secretary since September 17, 2018, and was approved by
the NFA as a principal of the Sponsor on September 23, 2009 and
registered as an associated person of the Sponsor on November 10,
2009. He maintains his main business office at 65 Adams Road,
Easton, Connecticut 06612. Effective July 16, 2012, Mr.
Gilbertie was registered with the NFA as the Branch Manager for
this location. Since October 18, 2010, Mr. Gilbertie has been
an associated person of the Distributor under the terms of the
Securities Activities and Services Agreement (“SASA”)
between the Sponsor and the Distributor. Additional
information regarding the SASA can be found in the section of this
disclosure document entitled “Plan of
Distribution.” From October 2005 until December
2009, Mr. Gilbertie was employed by
Newedge USA, LLC, an FCM and broker-dealer registered with the CFTC
and the SEC, where he headed the Renewable Fuels/Energy Derivatives
OTC Execution Desk and was an active futures contract and
over-the-counter derivatives trader and market maker in multiple
classes of commodities. (Between January 2008 and October
2008, he also held a comparable position with Newedge Financial,
Inc., an FCM and an affiliate of Newedge USA, LLC.) From
October 1998 until October 2005, Mr. Gilbertie was principal and
co-founder of Cambial Asset Management, LLC, an adviser to two
private funds that focused on equity options, and Cambial Financing
Dynamics, a private boutique investment bank. While at
Cambial Asset Management, LLC and Cambial Financing Dynamics, Mr.
Gilbertie served as principal and managed the day-to-day activities
of the business and the portfolio of both companies. Mr.
Gilbertie is 58 years old.
Cory Mullen-Rusin,
Chief Financial Officer, Chief Accounting Officer and Chief
Compliance Officer, began working for the Sponsor on August 16,
2011. She became the Chief Financial Officer, Chief
Accounting Officer and Chief Compliance Officer on September 17,
2018 and has primary responsibility for the financial management,
compliance and reporting of the Sponsor and is in charge of its
books of account and accounting records, and its accounting
procedures. She maintains her main business office at Three
Main Street, Suite 215, Burlington, Vermont 05401. Ms. Mullen-Rusin
worked directly with the former CFO at Teucrium for the past seven
years. Her responsibilities included aspects of financial planning,
financial operations, and financial reporting for the Trust and the
Sponsor. Additionally, Ms. Mullen-Rusin assisted in developing,
instituting, and monitoring the effectiveness of processes and
procedures to comply with all regulatory agency requirements. Ms.
Mullen-Rusin graduated from Boston College with a Bachelor of Arts
and Science in Communications in 2009, where she was a four-year
scholarship player on the NCAA Division I Women’s Basketball
team. In 2017, she earned a Master of Business Administration
from Nichols College. Ms. Mullen-Rusin is 31 years
old.
Steve Kahler, Chief
Operating Officer, began working for the Sponsor in November 2011
as Managing Director in the trading division. He became the Chief
Operating Officer on May 24, 2012 and served in that capacity
through September 6, 2018, at which time he resigned. Mr. Kahler
was unemployed from September 7, 2018 until September 18, 2018. Mr.
Kahler was reappointed and officially resumed his role as Chief
Operating Officer on October 10, 2018. Mr. Kahler has primary
responsibility for the Trade Operations for the Funds. He
maintains his main business office at 13520 Excelsior Blvd.,
Minnetonka, MN 55345. Mr. Kahler was registered as an
Associated Person of the Sponsor on November 25, 2011, approved as
a Branch Manager of the Sponsor on March 16, 2012 and approved by
the NFA as a Principal of the Sponsor on May 16, 2012. Since
January 18, 2012, Mr. Kahler has been an associated person of the
Distributor under the terms of the SASA between the Sponsor and the
Distributor. Additional information regarding the SASA can be
found in the section of this disclosure document entitled
“Plan of Distribution.” Prior to his employment with
the Sponsor, Mr. Kahler worked for Cargill Inc., an international
producer and marketer of food, agricultural, financial and
industrial products and services, from April 2006 until November
2011 in the Energy Division as Senior Petroleum Trader. In October
2006 and while employed at Cargill Inc., Mr. Kahler was approved as
an Associated Person of Cargill Commodity Services Inc., a
commodity trading affiliate of Cargill Inc. from September 13, 2006
to November 9, 2011. Mr. Kahler graduated from the University of
Minnesota with a Bachelors of Agricultural Business Administration
and is 51 years old. Mr. Kahler is primarily responsible for making
trading and investment decisions for the Fund and other Teucrium
Funds, and for directing Fund and other Teucrium Fund trades for
execution.
The Custodian
and Administrator
In its capacity as the
Fund’s custodian, the Custodian, currently U.S. Bank, N.A.,
holds the Funds’ securities, cash and/or cash equivalents
pursuant to a custodial agreement. U.S. Bancorp Fund
Services, LLC, doing business as U.S. Bank Global Fund Services
("Fund Services"), an entity affiliated with U.S. Bank, N.A., is
the registrar and transfer agent for the Funds. In addition,
Fund Services also serves as Administrator for the Fund, performing
certain administrative and accounting services and preparing
certain SEC and CFTC reports on behalf of the Fund. For these
services, the Fund pays fees to the Custodian and Fund Services set
forth in the table entitled “Contractual Fees and
Compensation Arrangements with the Sponsor and Third-Party Service
Providers.”
The Custodian is located at 1555
North RiverCenter Drive, Suite 302, Milwaukee, Wisconsin
53212. U.S. Bank N.A. is a Wisconsin state chartered bank
subject to regulation by the Board of Governors of the Federal
Reserve System and the Wisconsin State Banking Department. The
principal address for U.S. Bancorp Fund Services, LLC doing
business as U.S. Bank Global Fund Services ("Fund Services") is 615
E. Michigan Street, Milwaukee, WI 53202.
The
Distributor
The Funds employ Foreside Fund
Services, LLC as the Distributor for the Funds. The Distributor
receives, for its services as distributor for the Funds, a fee at
an annual rate of 0.01% of each Underlying Fund’s average
daily net assets, and an annual fee of $100,000 in the aggregate
for all of the Funds. These fees are set forth in the
table entitled “Fees and Compensation Arrangements with the
Sponsor and Non-Affiliated Service
Providers.”
The Distribution Services
Agreement among the Distributor, the Sponsor and the Trust calls
for the Distributor to work with the Custodian in connection with
the receipt and processing of orders for Creation Baskets and
Redemption Baskets and the review and approval of all Fund sales
literature and advertising materials. The Distributor and the
Sponsor have also entered into a Securities Activities and Service
Agreement (the “SASA”) under which certain employees
and officers of the Sponsor are licensed as registered
representatives or registered principals of the Distributor, under
FINRA rules. As Registered Representatives of the
Distributor, these persons are permitted to engage in certain
marketing activities for the Fund that they would otherwise not be
permitted to engage in. Under the SASA, the Sponsor is
obligated to ensure that such marketing activities comply with
applicable law and are permitted by the SASA and the
Distributor’s internal procedures.
The Distributor’s principal
business address is Three Canal Plaza, Suite 100, Portland, Maine
04101. The Distributor is a broker-dealer registered
with the U.S. Securities and Exchange Commission and a member of
the Financial Industry Regulatory Authority
(“FINRA”).
Consulting
Services
Pursuant to a Consulting Services Agreement,
Foreside Consulting Services, LLC, performs certain consulting
support services for the Trust’s Sponsor, Teucrium Trading,
LLC. Additionally, Foreside Distributors, LLC performs certain
distribution consulting services pursuant to a Distribution
Consulting Agreement with the Trust’s Sponsor, Teucrium
Trading, LLC.
The
Trustee
The sole Trustee of the Trust is
Wilmington Trust Company, a Delaware banking corporation. The
Trustee’s principal offices are located at 1100 North Market
Street, Wilmington, Delaware 19890-0001. The Trustee is
unaffiliated with the Sponsor. The Trustee’s duties and
liabilities with respect to the offering of Shares and the
management of the Trust and the Fund are limited to its express
obligations under the Trust Agreement.
The Trustee will accept service of
legal process on the Trust in the State of Delaware and will make
certain filings under the Delaware Statutory Trust Act. The
Trustee does not owe any other duties to the Trust, the Sponsor or
the Shareholders. The Trustee is permitted to resign upon at least
sixty (60) days’ notice to the Sponsor. If no successor
trustee has been appointed by the Sponsor within such sixty-day
period, the Trustee may, at the expense of the Trust, petition a
court to appoint a successor. The Trust Agreement provides
that the Trustee is entitled to reasonable compensation for its
services from the Sponsor or an affiliate of the Sponsor (including
the Trust), and is indemnified by the Sponsor against any expenses
it incurs relating to or arising out of the formation, operation or
termination of the Trust, or any action or inaction of the Trustee
under the Trust Agreement, except to the extent that such expenses
result from the gross negligence or willful misconduct of the
Trustee. The Sponsor has the discretion to replace the
Trustee.
Under the Trust Agreement, the
duty and authority to manage the business affairs of the Trust, and
of all of the funds that are a series of the Trust, including
control of the Fund and the Underlying Funds, is vested solely with
the Sponsor, which the Sponsor may delegate as provided for in the
Trust Agreement. The Trustee has no duty or liability to
supervise or monitor the performance of the Sponsor, nor does the
Trustee have any liability for the acts or omissions of the
Sponsor. As the Trustee has no authority over the operation of
the Trust, the Trustee itself is not registered in any capacity
with the CFTC.
The Clearing
Brokers
Effective June 3, 2015, ED&F
Man Capital Markets Inc. (“ED&F Man”) replaced
Jefferies as the Funds’ FCM and the clearing broker to
execute and clear the Funds’ futures and provide other
brokerage-related services, other than services for TAGS. As of
June 4, 2015, all futures contracts and residual cash balances held
at Jefferies had been transferred to ED&F Man and the balance
in all Jefferies accounts was $0.
ED&F Man is registered as a
FCM with the U.S. CFTC and is a member of the
NFA. ED&F Man is also registered as a broker/dealer
with the U.S. Securities and Exchange Commission and is a member of
the FINRA. ED&F Man is a clearing member of ICE
Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile
Exchange, New York Mercantile Exchange, and all other major United
States commodity exchanges. There has been no material civil,
administrative, or criminal proceedings pending, on appeal, or
concluded against E D & F Man Capital Markets Inc. or its
principals in the past five (5) years. For a list of concluded
actions, please go to http://www.nfa.futures.org/basicnet/welcome.aspx. This
link will take you to the Welcome Page of the NFA’s
Background Affiliation Status Information Center
(“BASIC”). At this page, there is a box where you can
enter the NFA ID of ED&F Man Capital Markets Inc. (0002613) and
then click “Go”. You will be transferred to the
NFA’s information specific to ED&F Man Capital Markets
Inc. Under the heading “Regulatory Actions”, click
“details” and you will be directed to the full list of
regulatory actions brought by the CFTC and
exchanges.
The Bank of New York Mellon
Capital Markets is the broker for some, but not all, of the equity
transactions related to the purchase and sale of the Underlying
Funds for TAGS.
Contractual Fees and Compensation Arrangements with the Sponsor and
Third-Party Service Providers
Service
Provider
|
|
Compensation
Paid by the Funds
|
Teucrium Trading, LLC,
Sponsor
|
|
1.00% of average net assets
annually
|
U.S. Bank N.A.,
Custodian
U.S. Bank Global Fund Services,
Transfer Agent, Fund Accountant and Fund
Administrator
|
|
For custody services:
0.0075% of average gross assets up to $1 billion, and .0050% of
average gross assets over $1 billion, annually, plus certain
per-transaction charges
For Transfer Agency, Fund
Accounting and Fund Administration services, based on the total
assets for all the Funds in the Trust: 0.06% of average gross
assets on the first $250 million, 0.05% on the next $250 million,
0.04% on the next $500 million and 0.03% on the balance over $1
billion annually.
A combined minimum annual fee of
$64,500 for custody, transfer agency, accounting and administrative
services is assessed per Fund.
|
Foreside Fund Services, LLC,
Distributor
|
|
The Distributor receives a fee of
0.01% of each Fund’s average daily net assets and an
aggregate annual fee of $100,000 for all Funds, along with certain
expense reimbursements currently estimated at $3,000 per year
related to these services.
Under the Securities Activities
and Service Agreement (the “SASA”), the Distributor
receives compensation from the fund for its activities on behalf of
all the Funds. The fees paid to the Distributor pursuant to
the SASA for the offerings of the Funds are not expected to exceed
a combined $40,000 per year. In addition, the Distributor receives
certain expense reimbursements relating to the registration,
continuing education and other administrative expenses of the
Registered Representatives in relation to the Funds. These
expense reimbursements are estimated not to exceed $25,000 per
year.
|
ED&F Man Capital Markets,
Inc.
|
|
$4.50 per half-turn Futures
Contract purchase or sale for corn, soybeans, wheat and
sugar.
|
Wilmington Trust Company,
Trustee
|
|
$3,300 annually for the
Trust
|
Asset-based fees are calculated on
a daily basis (accrued at 1/365 of the applicable percentage of NAV
on that day) and paid on a monthly basis. NAV is calculated by
taking the current market value of the Fund’s total assets
and subtracting any liabilities.
For each of the contractual
agreements discussed above, the expense recognized in 2018 by the
Trust and each Fund is detailed in the notes to the financial
statements included in Part II of this filing.
Form of
Shares
Registered Form
For all the Funds, Shares are
issued in registered form in accordance with the Trust
Agreement. Fund Services has been appointed registrar and
transfer agent for the purpose of transferring Shares in
certificated form. Fund Services keeps a record of all
Shareholders and holders of the Shares in certificated form in the
registry (Register). The Sponsor recognizes transfers of
Shares in certificated form only if done in accordance with the
Trust Agreement. The beneficial interests in such Shares
are held in book-entry form through participants and/or account
holders in DTC.
Book Entry
For all Funds, individual
certificates are not issued for the Shares. Instead,
Shares are represented by one or more global certificates, which
are deposited by the Administrator with DTC and registered in the
name of Cede & Co., as nominee for DTC. The global
certificates evidence all of the Shares outstanding at any
time. Shareholders are limited to (1) participants in
DTC such as banks, brokers, dealers and trust companies (DTC
Participants), (2) those who maintain, either directly or
indirectly, a custodial relationship with a DTC Participant
(Indirect Participants), and (3) those who hold interests in the
Shares through DTC Participants or Indirect Participants, in each
case who satisfy the requirements for transfers of
Shares. DTC Participants acting on behalf of investors
holding Shares through such participant accounts in DTC will follow
the delivery practice applicable to securities eligible for
DTC’s Same-Day Funds Settlement System. Shares are
credited to DTC Participants securities accounts following
confirmation of receipt of payment.
DTC
DTC has advised us as
follows: It is a limited purpose trust company organized
under the laws of the State of New York and is a member of the
Federal Reserve System, a “clearing corporation” within
the meaning of the New York Uniform Commercial Code and a
“clearing agency” registered pursuant to the provisions
of Section 17A of the Exchange Act. DTC holds securities
for DTC Participants and facilitates the clearance and settlement
of transactions between DTC Participants through electronic
book-entry changes in accounts of DTC
Participants.
Transfer of
Shares
For all Funds, the Shares are only
transferable through the book-entry system of
DTC. Shareholders who are not DTC Participants may
transfer their Shares through DTC by instructing the DTC
Participant holding their Shares (or by instructing the Indirect
Participant or other entity through which their Shares are held) to
transfer the Shares. Transfers are made in accordance
with standard securities industry practice.
Transfers of interests in Shares
with DTC are made in accordance with the usual rules and operating
procedures of DTC and the nature of the transfer. DTC
has established procedures to facilitate transfers among the
participants and/or account holders of DTC. Because DTC
can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect Participants, the ability of a person or entity
having an interest in a global certificate to pledge such interest
to persons or entities that do not participate in DTC, or otherwise
take actions in respect of such interest, may be affected by the
lack of a certificate or other definitive document representing
such interest.
DTC has advised us that it will
take any action permitted to be taken by a Shareholder (including,
without limitation, the presentation of a global certificate for
exchange) only at the direction of one or more DTC Participants in
whose account with DTC interests in global certificates are
credited and only in respect of such portion of the aggregate
principal amount of the global certificate as to which such DTC
Participant or Participants has or have given such
direction.
Creation and
Redemption of Shares
The Funds create and redeem Shares
from time to time, but only in one or more Creation Baskets or
Redemption Baskets. The creation and redemption of
baskets are only made in exchange for delivery to the Funds or the
distribution by the Funds of the amount of cash equal to the
combined NAV of the number of Shares included in the baskets being
created or redeemed determined as of 4:00 p.m. New York time on the
day the order to create or redeem baskets is properly
received.
Authorized Purchasers are the only
persons that may place orders to create and redeem
baskets. Authorized Purchasers must be (1) either
registered broker-dealers or other securities market participants,
such as banks and other financial institutions, that are not
required to register as broker-dealers to engage in securities
transactions, and (2) DTC Participants. To become an
Authorized Purchaser, a person must enter into an Authorized
Purchaser Agreement with the Sponsor. The Authorized
Purchaser Agreement provides the procedures for the creation and
redemption of baskets and for the delivery of the cash required for
such creations and redemptions. The Authorized Purchaser
Agreement and the related procedures attached thereto may be
amended by the Sponsor, without the consent of any Shareholder or
Authorized Purchaser. Authorized Purchasers pay a
transaction fee to the Sponsor for each order they place to create
one or more baskets and a fee per basket when they redeem
baskets.
Authorized Purchasers who make
deposits with a Fund in exchange for baskets receive no fees,
commissions or other form of compensation or inducement of any kind
from either the Trust or the Sponsor, and no such person will have
any obligation or responsibility to the Trust or the Sponsor to
effect any sale or resale of Shares.
Certain Authorized Purchasers are
expected to be capable of investing directly in the Specified
Commodities or the Commodity Interest markets. Some
Authorized Purchasers or their affiliates may from time to time buy
or sell the Specified Commodity or Commodity Interests and may
profit in these instances.
Each Authorized Purchaser will be
required to be registered as a broker-dealer under the 1934 Act and
a member in good standing with FINRA or be exempt from being or
otherwise not required to be registered as a broker-dealer or a
member of FINRA, and will be qualified to act as a broker or dealer
in the states or other jurisdictions where the nature of its
business so requires. Certain Authorized Purchasers may
also be regulated under federal and state banking laws and
regulations. Each Authorized Purchaser has its own set
of rules and procedures, internal controls and information barriers
as it determines is appropriate in light of its own regulatory
regime.
Under the Authorized Purchaser
Agreement, the Sponsor has agreed to indemnify the Authorized
Purchasers against certain liabilities, including liabilities under
the 1933 Act, and to contribute to the payments the Authorized
Purchasers may be required to make in respect of those
liabilities.
Minimum Number of Shares
There are a minimum number of
baskets and associated shares specified for each Fund in the
Fund’s respective prospectus as amended from time to time.
Once the minimum number of baskets is reached, there can be no more
redemptions until there has been a creation basket. As of December
31, 2018, these minimum levels are as
follows:
CORN: 50,000 shares representing 2
baskets (3,500,004 shares outstanding as of December 31, 2018;
3,600,004 shares outstanding as of March 12,
2019)
SOYB: 50,000 shares representing 2
baskets (1,725,004 shares outstanding as of December 31, 2018;
1,475,004 shares outstanding as of March 12,
2019)
CANE: 50,000 shares representing 2
baskets (1,525,004 shares outstanding as of December 31, 2018;
1,400,004 shares outstanding as of March 12,
2019)
WEAT: 50,000 shares representing 2
baskets (9,275,004 shares outstanding as of December 31, 2018;
10,225,004 shares outstanding as of March 12,
2019)
TAGS: 50,000 shares representing 4
baskets (75,002 shares outstanding as of December 31, 2018; 75,002
shares outstanding as of March 12, 2019)
If a Fund has not more than the
minimum number of shares outstanding, this means that there can be
no redemptions of shares until there is a creation of shares or
unless the Sponsor has reason to believe that the placer of the
redemption order does in fact possess all the outstanding Shares in
the Fund and can deliver them. When there can be no redemption of
shares, the price of the Fund, as represented by the bid and the
ask, compared to the NAV may diverge more than would be the case if
redemptions could occur.
The following description of the
procedures for the creation and redemption of baskets is only a
summary and an investor should refer to the relevant provisions of
the Trust Agreement and the form of Authorized Purchaser Agreement
for more detail, each of which has been incorporated by reference
as an exhibit to the registration statement for each of the
Funds.
The Flow of
Shares
Calculating
the Net Asset Value
The NAV of each Fund is calculated
by:
●
Taking the current market value of
its total assets, and
●
Subtracting any
liabilities.
The Administrator calculates the
NAV of each Fund once each trading day. It calculates NAV as
of the earlier of the close of the New York Stock Exchange or 4:00
p.m., New York time. The NAV for a particular trading day
will be released after 4:15 p.m., New York
time.
In determining the value of the
Futures Contracts for each Fund, the Administrator uses the closing
price on the exchange on which the commodity is traded, commonly
referred to as the settlement price. The time of settlement
for each exchange is determined by that exchange and may change
from time to time. The current settlement time for each
exchange can be found at the respective website for the CBOT or
ICE, as the case may be, as follows:
1) for the CBOT (CORN, SOYB and
WEAT)
http://www.cmegroup.com/trading_hours/commodities-hours.html;
2) for ICE (CANE)
http://www.theice.com/productguide/Search.shtml?tradingHours=.
The Administrator determines the
value of all other investments for each Fund as of the earlier of
the close of the New York Stock Exchange or 4:00 p.m., New York
time, in accordance with the current Services Agreement between the
Administrator and the Trust.
The value of over-the-counter
Commodity Interests will be determined based on the value of the
commodity or Futures Contract underlying such Commodity Interest,
except that a fair value may be determined if the Sponsor believes
that a Fund is subject to significant credit risk relating to the
counterparty to such Commodity Interest. For purposes of
financial statements and reports, the Sponsor will recalculate the
NAV of a specific Fund where necessary to reflect the “fair
value” of a Futures Contract when the Futures Contract of
such Fund closes at its price fluctuation limit for the day.
Treasury Securities held by the Fund are valued by the
Administrator using values received from recognized third-party
vendors (such as Reuters) and dealer quotes. The NAV includes
any unrealized profit or loss on open Commodity Interests and any
other credit or debit accruing to each Fund but unpaid or not
received by the Fund.
In addition, in order to provide
updated information relating to the Funds for use by investors and
market professionals, ICE Data Indices, LLC calculates and
disseminates throughout the trading day an updated indicative fund
value for each Fund. The indicative fund value is calculated
by using the prior day’s closing NAV per share of the Fund as
a base and updating that value throughout the trading day to
reflect changes in the value of the Fund’s Commodity
Interests during the trading day. Changes in the value of
Treasury Securities and cash equivalents are not included in the
calculation of indicative value. For this and other reasons,
the indicative fund value disseminated during NYSE Arca trading
hours should not be viewed as an actual real time update of the NAV
for each Fund. The NAV is calculated only once at the end of
each trading day.
The indicative fund value is
disseminated on a per share basis every 15 seconds during regular
NYSE Arca trading hours of 9:30 a.m., New York time, to 4:00 p.m.,
New York time. The CBOT and the ICE are generally open
for trading only during specified hours which vary by exchange and
may be adjusted by the exchange. However, the futures markets on
these exchanges do not currently operate twenty-four hours per
day. In addition, there may be some trading hours which may be
limited to electronic trading only. This means that there is a gap
in time at the beginning and the end of each day during which the
Fund’s Shares are traded on the NYSE Arca, when, for example,
real-time CBOT trading prices for Corn Futures Contracts traded on
such Exchange are not available. As a result, during those
gaps there will be no update to the indicative fund values. The
most current trading hours for each exchange may be found on the
website of that exchange as listed above.
ICE Data Indices, LLC disseminates
the indicative fund value through the facilities of CTA/CQ High
Speed Lines. In addition, the indicative fund value is
published on the NYSE Arca’s website and is available through
on-line information services such as Bloomberg and
Reuters.
Dissemination of the indicative
fund values provides additional information that is not otherwise
available to the public and is useful to investors and market
professionals in connection with the trading of Shares of the Funds
on the NYSE Arca. Investors and market professionals are able
throughout the trading day to compare the market price of each Fund
and its indicative fund value. If the market price of the
Shares of a Fund diverges significantly from the indicative fund
value, market professionals may have an incentive to execute
arbitrage trades. For example, if the Fund appears to be
trading at a discount compared to the indicative fund value, a
market professional could buy Fund Shares on the NYSE Arca,
aggregate them into Redemption Baskets, and receive the NAV of such
Shares by redeeming them to the Trust, provided that there is not a
minimum number of shares outstanding for the Fund. Such
arbitrage trades can tighten the tracking between the market price
of the Fund and the indicative fund value.
Creation Procedures
On any business day, an Authorized
Purchaser may place an order with the transfer agent to create one
or more baskets for a Fund. For purposes of processing
purchase and redemption orders, a “business day” means
any day other than a day when any of the NYSE Arca, CBOT, ICE, or
the New York Stock Exchange is closed for regular
trading. Purchase orders must be placed by noon New York
time or the close of regular trading on the New York Stock
Exchange, whichever is earlier for CANE and TAGS. Purchase orders
must be placed by 1:15pm New York time or the close of regular
trading on the New York Stock Exchange, whichever is earlier for
CORN, SOYB and WEAT. The day on which the transfer agent
and Distributor receive a valid purchase order is referred to as
the purchase order date.
By placing a purchase order, an
Authorized Purchaser agrees to deposit Treasury Securities, cash,
commodity futures or shares of the Underlying Funds or a
combination thereof with the Trust, as described
below. Prior to the delivery of baskets for a purchase
order, the Authorized Purchaser must also have wired to the
Custodian the non-refundable transaction fee due for the purchase
order. Authorized Purchasers may not withdraw a purchase
order without the prior consent of the Sponsor in its
discretion.
Determination of Required Deposits
The total deposit required to
create each basket (Creation Basket Deposit) is the amount of
Treasury Securities, cash and/or commodity futures that is in the
same proportion to the total assets of the applicable Fund (net of
estimated accrued but unpaid fees, expenses and other liabilities)
on the purchase order date as the number of Shares to be created
under the purchase order is in proportion to the total number of
Shares outstanding on the purchase order date. The
Sponsor determines, directly in its sole discretion or in
consultation with the Custodian and the Administrator, the
requirements for Treasury Securities, cash and/or commodity
futures, including the remaining maturities of the Treasury
Securities and portions of Treasury Securities, that may be
included in deposits to create baskets. If Treasury
Securities are to be included in a Creation Basket Deposit for
orders placed on a given business day, the Administrator will
publish an estimate of the Creation Basket Deposit requirements at
the beginning of such day.
Delivery of Required Deposits
An Authorized Purchaser who places
a purchase order is responsible for transferring to the account of
that Fund with the Custodian the required amount of securities,
commodity futures and/or cash by the end of the next business day
following the purchase order date or by the end of such later
business day, not to exceed three business days after the purchase
order date, as agreed to between the Authorized Purchaser and the
Custodian when the purchase order is placed (the “Purchase
Settlement Date”). Upon receipt of the deposit
amount, the Custodian will direct DTC to credit the number of
baskets ordered for the specific Fund to the Authorized
Purchaser’s DTC account on the Purchase Settlement
Date.
Because orders to purchase baskets
must be placed by noon or 1:15 pm, New York time, depending on the
Fund, but the total payment required to create a basket during the
continuous offering period will not be determined until 4:00 p.m.,
New York time, on the date the purchase order is received,
Authorized Purchasers will not know the total amount of the payment
required to create a basket at the time they submit an irrevocable
purchase order for the basket. The Fund’s NAV and
the total amount of the payment required to create a basket could
rise or fall substantially between the time an irrevocable purchase
order is submitted and the time the amount of the purchase price in
respect thereof is determined.
Rejection of Purchase Orders
The Sponsor acting by itself or
through the Distributor or transfer agent may reject a purchase
order or a Creation Basket Deposit if:
●
it
determines that, due to position limits or otherwise, investment
alternatives that will enable the Fund to meet its investment
objective are not available or practicable at that
time;
●
it
determines that the purchase order or the Creation Basket Deposit
is not in proper form;
●
it
believes that acceptance of the purchase order or the Creation
Basket Deposit would have adverse tax consequences to the Fund or
its Shareholders;
●
the
acceptance or receipt of the Creation Basket Deposit would, in the
opinion of counsel to the Sponsor, be unlawful;
●
circumstances outside the control
of the Sponsor, Distributor or transfer agent make it, for all
practical purposes, not feasible to process creations of
baskets;
●
there is a possibility that any or
all of the Benchmark Component Futures Contracts of the Fund on the
CBOT from which the NAV of the Fund is calculated will be priced at
a daily price limit restriction; or
●
if,
in the sole discretion of the Sponsor, the execution of such an
order would not be in the best interest of the Fund or its
Shareholders.
None of the Sponsor, Distributor
or transfer agent will be liable for the rejection of any purchase
order or Creation Basket Deposit.
In addition, the Sponsor may
reject a previously placed purchase order at any time prior to the
order cut-off time, if in the sole discretion of the Sponsor the
execution of such an order would not be in the best interest of a
Fund or its Shareholders.
Redemption Procedures
The procedures by which an
Authorized Purchaser can redeem one or more baskets mirror the
procedures for the creation of baskets. On any business
day, an Authorized Purchaser may place an order with the
Distributor to redeem one or more baskets. Redemption
orders must be placed by noon or 1:15 pm, New York time, depending
on the Fund, or the close of regular trading on the New York Stock
Exchange, whichever is earlier. A redemption order so
received will be effective on the date it is received in
satisfactory form by the transfer agent and
Distributor. The redemption procedures allow Authorized
Purchasers to redeem baskets and do not entitle an individual
Shareholder to redeem any Shares in an amount less than a
Redemption Basket, or to redeem baskets other than through an
Authorized Purchaser. By placing a redemption order, an
Authorized Purchaser agrees to deliver the baskets to be redeemed
through DTC’s book-entry system to a Fund by the end of the
next business day following the effective date of the redemption
order for all funds other than TAGS or by the end of the third
business day for TAGS, or by the end of such later business day,
not to exceed three business days after the effective date of the
redemption order, as agreed to between the Authorized Purchaser,
transfer agent and the Distributor when the redemption order is
placed (the “Redemption Settlement
Date”). Prior to the delivery of the redemption
distribution for a redemption order, the Authorized Purchaser must
also have wired to the Sponsor’s account at the Custodian the
non-refundable transaction fee due for the redemption
order. An Authorized Purchaser may not withdraw a
redemption order without the prior consent of the Sponsor in its
discretion.
Determination of Redemption Distribution
The redemption distribution from a
Fund will consist of a transfer to the redeeming Authorized
Purchaser of an amount of securities, commodity futures and/or cash
that is in the same proportion to the total assets of the Fund (net
of estimated accrued but unpaid fees, expenses and other
liabilities) on the date the order to redeem is properly received
as the number of Shares to be redeemed under the redemption order
is in proportion to the total number of Shares outstanding on the
date the order is received. The Sponsor, directly
or in consultation with the Custodian and Administrator, determines
the requirements for securities, commodity futures and/or cash,
including the remaining maturities of the Treasury Securities and
proportions of Treasury Securities and cash that may be included in
distributions to redeem baskets. If Treasury Securities
are to be included in a redemption distribution for orders placed
on a given business day, the Administrator will publish an estimate
of the redemption distribution composition as of the beginning of
such day.
Delivery of Redemption Distribution
The redemption distribution due
from a Fund will be delivered to the Authorized Purchaser on the
Redemption Settlement Date if the Fund’s DTC account has been
credited with the baskets to be redeemed. If the
Fund’s DTC account has not been credited with all of the
baskets to be redeemed by the end of such date, the redemption
distribution will be delivered to the extent of whole baskets
received. Any remainder of the redemption distribution
will be delivered on the next business day after the Redemption
Settlement Date to the extent of remaining whole baskets received
if the Sponsor receives the fee applicable to the extension of the
Redemption Settlement Date which the Sponsor may, from time to
time, determine and the remaining baskets to be redeemed are
credited to the Fund’s DTC account on such next business
day. Any further outstanding amount of the redemption
order shall be cancelled. Pursuant to information from
the Sponsor, the Custodian will also be authorized to deliver the
redemption distribution notwithstanding that the baskets to be
redeemed are not credited to the Fund’s DTC account by noon
New York time on the Redemption Settlement Date if the Authorized
Purchaser has collateralized its obligation to deliver the baskets
through DTC’s book entry-system on such terms as the Sponsor
may from time to time determine.
Suspension or Rejection of Redemption Orders
The Sponsor may, in its
discretion, suspend the right of redemption, or postpone the
redemption settlement date, (1) for any period during which the
NYSE Arca, CBOT or ICE is closed other than customary weekend or
holiday closings, or trading on the NYSE Arca or any of the
applicable exchanges, is suspended or restricted, (2) for any
period during which an emergency exists as a result of which
delivery, disposal or evaluation of Treasury Securities is not
reasonably practicable, (3) for such other period as the Sponsor
determines to be necessary for the protection of the Shareholders,
(4) if there is a possibility that any or all of the Benchmark
Component Futures Contracts of the applicable Fund on the exchange
from which the NAV of the Fund is calculated will be priced at a
daily price limit restriction, or (5) if, in the sole discretion of
the Sponsor, the execution of such an order would not be in the
best interest of the Fund or its
Shareholders.
For example, the Sponsor may
determine that it is necessary to suspend redemptions to allow for
the orderly liquidation of a Fund’s assets at an appropriate
value to fund a redemption. If the Sponsor has
difficulty liquidating a Fund’s positions, e.g., because of a
market disruption event in the futures markets or an unanticipated
delay in the liquidation of a position in an over-the-counter
contract, it may be appropriate to suspend redemptions until such
time as such circumstances are rectified. None of the
Sponsor, the Distributor, or the transfer agent will be liable to
any person or in any way for any loss or damages that may result
from any such suspension or postponement.
Redemption orders must be made in
whole baskets. The Sponsor will reject a redemption order if the
order is not in proper form as described in the Authorized
Purchaser Agreement or if the fulfillment of the order, in the
opinion of its counsel, might be unlawful. The Sponsor
may also reject a redemption order if the number of Shares being
redeemed would reduce the remaining outstanding Shares below the
minimum levels established or less, unless the Sponsor has reason
to believe that the placer of the redemption order does in fact
possess all the outstanding Shares and can deliver them. The
minimum number of shares for each Fund is presented above in the
section titled Minimum Number of
Shares.
Creation and Redemption Transaction Fees
To compensate the Sponsor for its
expenses in connection with the creation and redemption of baskets,
an Authorized Purchaser is required to pay a transaction fee to the
Sponsor. The fees for all Funds as of December 31, 2018 are a flat
$250 per creation or redemption order.
The transaction fees may be
reduced, increased or otherwise changed by the
Sponsor.
Tax Responsibility
Authorized Purchasers are
responsible for any transfer tax, sales or use tax, stamp tax,
recording tax, value added tax or similar tax or governmental
charge applicable to the creation or redemption of baskets,
regardless of whether or not such tax or charge is imposed directly
on the Authorized Purchaser, and agree to indemnify the Sponsor and
the Fund if they are required by law to pay any such tax, together
with any applicable penalties, additions to tax and interest
thereon.
The Trust
Agreement
The following paragraphs are a
summary of certain provisions of the Trust Agreement. The following
discussion is qualified in its entirety by reference to the Trust
Agreement.
Authority of the Sponsor
The Sponsor is generally
authorized to perform all acts deemed necessary to carry out the
purposes of the Trust and to conduct the business of the
Trust. The Trust and the Funds will continue to exist until
terminated in accordance with the Trust Agreement. The
Sponsor’s authority includes, without limitation, the right
to take the following actions:
●
To
enter into, execute, deliver and maintain contracts, agreements and
any other documents as may be in furtherance of the Trust’s
purpose or necessary or appropriate for the offer and sale of the
Shares and the conduct of Trust activities;
●
To
establish, maintain, deposit into, sign checks and otherwise draw
upon accounts on behalf of the Trust with appropriate banking and
savings institutions, and execute and accept any instrument or
agreement incidental to the Trust’s business and in
furtherance of its purposes;
●
To
supervise the preparation and filing of any registration statement
(and supplements and amendments thereto) for the
Fund;
●
To
adopt, implement or amend, from time to time, such disclosure and
financial reporting, information gathering and control policies and
procedures as are necessary or desirable to ensure compliance with
applicable disclosure and financial reporting obligations under any
applicable securities laws;
●
To
make any necessary determination or decision in connection with the
preparation of the Trust’s financial statements and
amendments thereto;
●
To
prepare, file and distribute, if applicable, any periodic reports
or updates that may be required under the 1934 Act, the Commodity
Exchange Act (the “CEA”) or rules and regulations
promulgated thereunder;
●
To
pay or authorize the payment of distributions to the Shareholders
and expenses of the Fund;
●
To
make any elections on behalf of the Trust under the Code, or any
other applicable U.S. federal or state tax law as the Sponsor shall
determine to be in the best interests of the Trust;
and
●
In
its sole discretion, to determine to admit an affiliate or
affiliates of the Sponsor as additional
Sponsors.
The Sponsor’s Obligations
In addition to the duties imposed
by the Delaware Trust Statute, under the Trust Agreement the
Sponsor has the following obligations as a sponsor of the
Trust:
●
Devote to the business and affairs
of the Trust such of its time as it determines in its discretion
(exercised in good faith) to be necessary for the benefit of the
Trust and the Shareholders of the Fund;
●
Execute, file, record and/or
publish all certificates, statements and other documents and do any
and all other things as may be appropriate for the formation,
qualification and operation of the Trust and for the conduct of its
business in all appropriate jurisdictions;
●
Appoint and remove independent
public accountants to audit the accounts of the Trust and employ
attorneys to represent the Trust;
●
Use
its best efforts to maintain the status of the Trust as a statutory
trust for state law purposes and each Fund as a partnership for
U.S. federal income tax purposes;
●
Invest, reinvest, hold uninvested,
sell, exchange, write options on, lease, lend and, subject to
certain limitations set forth in the Trust Agreement, pledge,
mortgage, and hypothecate the estate of the Fund in accordance with
the purposes of the Trust and any registration statement filed on
behalf of the Fund;
●
Have
fiduciary responsibility for the safekeeping and use of the
Trust’s assets, whether or not in the Sponsor’s
immediate possession or control;
●
Enter into and perform agreements
with each Authorized Purchaser, receive from Authorized Purchasers
and process properly submitted purchase orders, receive Creation
Basket Deposits, deliver or cause the delivery of Creation Baskets
to the Depository for the account of the Authorized Purchaser
submitting a purchase order;
●
Receive from Authorized Purchasers
and process, or cause the Distributor or other Fund service
provider to process, properly submitted redemption orders, receive
from the redeeming Authorized Purchasers through the Depository,
and thereupon cancel or cause to be cancelled, Shares corresponding
to the Redemption Baskets to be redeemed;
●
Interact with the Depository;
and
●
Delegate duties to one or more
administrators, as the Sponsor determines
To the extent that, at law (common
or statutory) or in equity, the Sponsor has duties (including
fiduciary duties) and liabilities relating thereto to the Trust, or
the Funds the Shareholders or to any other person, the Sponsor will
not be liable to the Trust or the Funds, the Shareholders or to any
other person for its good faith reliance on the provisions of the
Trust Agreement unless such reliance constitutes gross negligence
or willful misconduct on the part of the
Sponsor.
Liability and Indemnification
Under the Trust Agreement, the
Sponsor, the Trustee and their respective Affiliates (collectively,
“Covered Persons”) shall have no liability to the
Trust, the Fund, or to any Shareholder for any loss suffered by the
Trust or the Fund which arises out of any action or inaction of
such Covered Person if such Covered Person, in good faith,
determined that such course of conduct was in the best interest of
the Trust or the Fund and such course of conduct did not constitute
gross negligence or willful misconduct of such Covered
Person. Subject to the foregoing, neither the Sponsor
nor any other Covered Person shall be personally liable for the
return or repayment of all or any portion of the capital or profits
of any Shareholder or assignee thereof, it being expressly agreed
that any such return of capital or profits made pursuant to the
Trust Agreement shall be made solely from the assets of the
applicable Teucrium Fund without any rights of contribution from
the Sponsor or any other Covered Person. A Covered Person shall not
be liable for the conduct or willful misconduct of any
administrator or other delegatee selected by the Sponsor with
reasonable care, provided, however, that the Trustee and its
Affiliates shall not, under any circumstances be liable for the
conduct or willful misconduct of any administrator or other
delegatee or any other person selected by the Sponsor to provide
services to the Trust.
To the extent that, at law (common
or statutory) or in equity, the Sponsor has duties (including
fiduciary duties) and liabilities relating to the Trust, the Funds,
the shareholders of the Funds, or to any other person, the Sponsor,
acting under the Trust Agreement, shall not be liable to the Trust,
the Funds, the shareholders of the Funds or to any other person for
its good faith reliance on the provisions of the Trust
Agreement. The provisions of the Trust Agreement, to the
extent they restrict or eliminate the duties and liabilities of the
Sponsor otherwise existing at law or in equity, replace such other
duties and liabilities of the Sponsor.
The Trust Agreement also provides
that the Sponsor shall be indemnified by the Trust (or by a series
separately to the extent the matter in question relates to a single
series or disproportionately affects a specific series in relation
to other series) against any losses, judgments, liabilities,
expenses and amounts paid in settlement of any claims sustained by
it in connection with its activities for the Trust, provided that
(i) the Sponsor was acting on behalf of or performing services for
the Trust and has determined, in good faith, that such course of
conduct was in the best interests of the Trust and such liability
or loss was not the result of gross negligence, willful misconduct, or
a breach of the Trust Agreement on the part of the Sponsor and (ii)
any such indemnification will only be recoverable from the assets
of the applicable series. The Sponsor’s rights to
indemnification permitted under the Trust Agreement shall not be
affected by the dissolution or other cessation to exist of the
Sponsor, or the withdrawal, adjudication of bankruptcy or
insolvency of the Sponsor, or the filing of a voluntary or
involuntary petition in bankruptcy under Title 11 of the Bankruptcy
Code by or against the Sponsor.
Notwithstanding the above, the
Sponsor shall not be indemnified for any losses, liabilities or
expenses arising from or out of an alleged violation of U.S.
federal or state securities laws unless (i) there has been a
successful adjudication on the merits of each count involving
alleged securities law violations as to the particular indemnitee
and the court approves the indemnification of such expenses
(including, without limitation, litigation costs), (ii) such claims
have been dismissed with prejudice on the merits by a court of
competent jurisdiction as to the particular indemnitee and the
court approves the indemnification of such expenses (including,
without limitation, litigation costs), or (iii) a court of
competent jurisdiction approves a settlement of the claims against
a particular indemnitee and finds that indemnification of the
settlement and related costs should be made.
The payment of any indemnification
shall be allocated, as appropriate, among the Trust’s
series. The Trust and its series shall not incur the
cost of that portion of any insurance which insures any party
against any liability, the indemnification of which is prohibited
under the Trust Agreement.
Expenses incurred in defending a
threatened or pending action, suit or proceeding against the
Sponsor shall be paid by the Trust in advance of the final
disposition of such action, suit or proceeding, if (i) the legal
action relates to the performance of duties or services by the
Sponsor on behalf of the Trust; (ii) the legal action is initiated
by a party other than the Trust; and (iii) the Sponsor undertakes
to repay the advanced funds with interest to the Trust in cases in
which it is not entitled to
indemnification.
The Trust Agreement provides that
the Sponsor and the Trust shall indemnify the Trustee and its
successors, assigns, legal representatives, officers, directors,
shareholders, employees, agents and servants (the “Trustee
Indemnified Parties”) against any liabilities, obligations,
losses, damages, penalties, taxes, claims, actions, suits, costs,
expenses or disbursements which may be imposed on a Trustee
Indemnified Party relating to or arising out of the formation,
operation or termination of the Trust, the execution, delivery and
performance of any other agreements to which the Trust is a party,
or the action or inaction of the Trustee under the Trust Agreement
or any other agreement, except for expenses resulting from the
gross negligence or
willful misconduct of a Trustee Indemnified Party. Further,
certain officers of the Sponsor are insured against liability for
certain errors or omissions which an officer may incur or that may
arise out of his or her capacity as such.
In the event the Trust is made a
party to any claim, dispute, demand or litigation or otherwise
incurs any liability or expense as a result of or in connection
with any Shareholder’s (or assignee’s) obligations or
liabilities unrelated to the Trust business, such Shareholder (or
assignees cumulatively) is required under the Trust Agreement to
indemnify the Trust for all such liability and expense incurred,
including attorneys’ and accountants’
fees.
Withdrawal of the Sponsor
The Sponsor may withdraw
voluntarily as the Sponsor of the Trust only upon ninety (90)
days’ prior written notice to the holders of the
Trust’s outstanding shares and the Trustee. If the
withdrawing Sponsor is the last remaining Sponsor, shareholders
holding a majority (over 50%) of the outstanding shares of the
Funds voting together as a single class (not including shares
acquired by the Sponsor through its initial capital contribution)
may vote to elect a successor Sponsor. The successor
Sponsor will continue the business of the
Trust. Shareholders have no right to remove the
Sponsor.
In the event of withdrawal, the
Sponsor is entitled to a redemption of the shares it acquired
through its initial capital contribution to any of the series of
the Trust at their NAV per share. If the Sponsor
withdraws and a successor Sponsor is named, the withdrawing Sponsor
shall pay all expenses as a result of its
withdrawal.
Meetings
Meetings of the Shareholders of
the Trust’s Series may be called by the Sponsor and will be
called by it upon the written request of Shareholders holding at
least 25% of the Shares of the Trust or a Fund, as applicable (not
including Shares acquired by the Sponsor through its initial
capital contribution), to vote on any matter with respect to which
Shareholders have a right to vote under the Trust
Agreement. The Sponsor shall deposit in the United
States mail or electronically transmit written notice to all
Shareholders of a Fund of the meeting and the purpose of the
meeting, which shall be held on a date not less than 30 nor more
than 60 days after the date of mailing of such notice, at a
reasonable time and place. When the meeting is being
requested by Shareholders, the notice of the meeting shall be
mailed or transmitted within 45 days after receipt of the written
request from Shareholders. Any notice of meeting shall
be accompanied by a description of the action to be taken at the
meeting. Shareholders may vote in person or by proxy at
any such meeting. Any action required or permitted to be
taken by Shareholders by vote may be taken without a meeting by
written consent setting forth the actions so taken. Such
written consents shall be treated for all purposes as votes at a
meeting. If the vote or consent of any Shareholder to
any action of the Trust, a Fund, the Funds or any Shareholder, as
contemplated by the Trust Agreement, is solicited by the Sponsor,
the solicitation shall be effected by notice to each Shareholder
given in the manner provided in accordance with the Trust
Agreement.
Voting Rights
Shareholders have very limited
voting rights. Specifically, the Trust Agreement
provides that shareholders of the Funds holding shares representing
at least a majority (over 50%) of the outstanding shares of the
Funds voting together as a single class (excluding shares acquired
by the Sponsor in connection with its initial capital contribution
to any Trust series) may vote to (i) continue the Trust by electing
a successor Sponsor as described above, and (ii) approve amendments
to the Trust Agreement that impair the right to surrender
Redemption Baskets for redemption. (Trustee consent to
any amendment to the Trust Agreement is required if the Trustee
reasonably believes that such amendment adversely affects any of
its rights, duties or liabilities.) In addition,
shareholders of the Funds holding shares representing seventy-five
percent (75%) of the outstanding shares of the Funds, voting
together as a single class (excluding shares acquired by the
Sponsor in connection with its initial capital contribution to any
Trust series) may vote to dissolve the Trust upon not less than
ninety (90) days’ notice to the
Sponsor. Shareholders have no voting rights with respect
to the Trust or a Fund except as expressly provided in the Trust
Agreement. For TAGS, fund Shareholders have no voting
rights with respect to shares of the Underlying Funds held by that
Fund.
Limited Liability of Shareholders
Shareholders shall be entitled to
the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the general
corporation law of Delaware, and no Shareholder shall be liable for
claims against, or debts of the Trust or the Fund in excess of his
share of a Fund’s assets. The Trust or a Fund
shall not make a claim against a Shareholder with respect to
amounts distributed to such Shareholder or amounts received by such
Shareholder upon redemption unless, under Delaware law, such
Shareholder is liable to repay such amount.
The Trust or a Fund shall
indemnify to the full extent permitted by law and the Trust
Agreement each Shareholder (excluding the Sponsor to the extent of
its ownership of any Shares acquired through its initial capital
contribution) against any claims of liability asserted against such
Shareholder solely because of its ownership of Shares (other than
for taxes on income from Shares for which such Shareholder is
liable).
Every written note, bond,
contract, instrument, certificate or undertaking made or issued by
the Sponsor on behalf of the Trust or a Fund shall give notice to
the effect that the same was executed or made by or on behalf of
the Trust or a Fund and that the obligations of such instrument are
not binding upon the Shareholders individually but are binding only
upon the assets and property of a Fund and no recourse may be had
with respect to the personal property of a Shareholder for
satisfaction of any obligation or claim.
The Sponsor Has
Conflicts of Interest
There are present and potential
future conflicts of interest in the Trust’s structure and
operation you should consider before you purchase Shares. The
Sponsor may use this notice of conflicts as a defense against any
claim or other proceeding made.
The Sponsor’s principals,
officers and employees, do not devote their time exclusively to the
Funds. Under the organizational documents of the Sponsor, Mr.
Sal Gilbertie in his respective capacities as President, Chief
Investment Officer of the Sponsor and Chief Executive Officer and
Secretary of the Sponsor, is obligated to use commercially
reasonable efforts to manage the Sponsor, devote such amount of
time to the Sponsor as would be consistent with his role in
similarly placed commodity pool operators, and remain active in
managing the Sponsor until he is no longer managing members of the
Sponsor or the Sponsor dissolves. In addition, the Sponsor
expects that operating the Teucrium Funds will generally constitute
the principal and full-time business activity of its principals,
officers and employees. Notwithstanding these obligations and
expectations, the Sponsor’s principals may be directors,
officers or employees of other entities, and may manage assets of
other entities, including the other Teucrium Funds, through the
Sponsor or otherwise. In particular, the principals could
have a conflict between his responsibilities to the Fund on the one
hand and to those other entities on the other. The Sponsor
believes that it currently has sufficient personnel, time, and
working capital to discharge its responsibilities to the Fund in a
fair manner and that these persons’ conflicts should not
impair his ability to provide services to the Fund. However,
it is not possible to quantify the proportion of his time that the
Sponsor’s personnel will devote to the Fund and its
management.
The Sponsor and its principals,
officers and employees may trade futures and related contracts for
their own accounts. Shareholders will not be permitted to
inspect the trading records of such persons or any written policies
of the Sponsor related to such trading. A conflict of
interest may exist if their trades are in the same markets and at
approximately the same times as the trades for the Fund. A
potential conflict also may occur when the Sponsor’s
principals trade their accounts more aggressively or take positions
in their accounts which are opposite, or ahead of, the positions
taken by the Fund.
The Sponsor has sole current
authority to manage the investments and operations of the Fund, and
this may allow it to act in a way that furthers its own interests
rather than your best interests, including the authority of the
Sponsor to allocate expenses to and between the Funds.
Shareholders have very limited voting rights, which will limit
their ability to influence matters such as amendment of the Trust
Agreement, change in the Fund’s basic investment policies, or
dissolution of the Fund or the Trust.
The Sponsor serves as the Sponsor
to the Teucrium Funds, and may in the future serve as the Sponsor
or investment adviser to commodity pools other than the Teucrium
Funds. The Sponsor may have a conflict to the extent that its
trading decisions for the Fund may be influenced by the effect they
would have on the other pools it manages. In addition, the
Sponsor may be required to indemnify the officers and directors of
the other pools, if the need for indemnification arises. This
potential indemnification will cause the Sponsor’s assets to
decrease. If the Sponsor’s other sources of income are
not sufficient to compensate for the indemnification, it could
cease operations, which could in turn result in Fund losses and/or
termination of the Fund.
If the Sponsor acquires knowledge
of a potential transaction or arrangement that may be an
opportunity for the Fund, it shall have no duty to offer such
opportunity to the Fund. The Sponsor will not be liable to
the Fund or the Shareholders for breach of any fiduciary or other
duty if Sponsor pursues such opportunity or directs it to another
person or does not communicate such opportunity to the Fund.
Neither the Fund nor any Shareholder has any rights or obligations
by virtue of the Trust Agreement, the trust relationship created
thereby, or this prospectus in such business ventures or the income
or profits derived from such business ventures. The pursuit
of such business ventures, even if competitive with the activities
of the Fund, will not be deemed wrongful or
improper.
Resolution of Conflicts Procedures
The Trust Agreement provides that
whenever a conflict of interest exists between the Sponsor or any
of its Affiliates, on the one hand, and the Trust, any shareholder
of a Trust series, or any other person, on the other hand, the
Sponsor shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative
interest of each party (including its own interest) to such
conflict, agreement, transaction or situation and the benefits and
burdens relating to such interests, any customary or accepted
industry practices, and any applicable generally accepted
accounting practices or principles. In the absence of
bad faith by the Sponsor, the resolution, action or terms so made,
taken or provided by the Sponsor shall not constitute a breach of
the Trust Agreement or any other agreement contemplated therein or
of any duty or obligation of the Sponsor at law or in equity or
otherwise.
The Sponsor or any affiliate
thereof may engage in or possess an interest in other
profit-seeking or business ventures of any nature or description,
independently or with others, whether or not such ventures are
competitive with the Trust and the doctrine of corporate
opportunity, or any analogous doctrine, shall not apply to the
Sponsor. If the Sponsor acquires knowledge of a
potential transaction, agreement, arrangement or other matter that
may be an opportunity for the Trust, it shall have no duty to
communicate or offer such opportunity to the Trust, and the Sponsor
shall not be liable to the Trust or to the Shareholders for breach
of any fiduciary or other duty by reason of the fact that the
Sponsor pursues or acquires for, or directors such opportunity to,
another person or does not communicate such opportunity or
information to the Trust. Neither the Trust nor any
Shareholder shall have any rights or obligations by virtue of the
Trust Agreement or the trust relationship created thereby in or to
such independent ventures or the income or profits or losses
derived therefrom, and the pursuit of such ventures, even if
competitive with the activities of the Trust, shall not be deemed
wrongful or improper. Except to the extent expressly
provided in the Trust Agreement, the Sponsor may engage or be
interested in any financial or other transaction with the Trust,
the Shareholders or any affiliate of the Trust or the
Shareholders.
Regulatory
Considerations
The regulation of futures markets,
futures contracts, and futures exchanges has historically been
comprehensive. The CFTC and the exchanges are authorized to take
extraordinary actions in the event of a market emergency including,
for example, the retroactive implementation of speculative position
limits, increased margin requirements, the establishment of daily
price limits and the suspension of trading on an exchange or
trading facility.
In addition, considerable
regulatory attention has been focused on non-traditional publicly
distributed investment pools such as the Funds. Furthermore,
various national governments have expressed concern regarding the
disruptive effects of speculative trading in certain commodity
markets and the need to regulate the derivatives markets in
general. The effect of any future regulatory change on the
Funds is impossible to predict, but could be substantial and
adverse.
Pursuant to authority in the CEA,
the NFA has been formed and registered with the CFTC as a
registered futures association. At the present time, the NFA
is the only self-regulatory organization for commodity interest
professionals, other than futures exchanges. The CFTC has
delegated to the NFA responsibility for the registration of CPOs
and FCMs and their respective associated persons. The Sponsor
and the Fund’s clearing broker are members of the NFA.
As such, they will be subject to NFA standards relating to fair
trade practices, financial condition and consumer protection. The
NFA also arbitrates disputes between members and their customers
and conducts registration and fitness screening of applicants for
membership and audits of its existing members. Neither the
Trust nor the Funds are required to become a member of the NFA. The
regulation of commodity interest transactions in the United States
is a rapidly changing area of law and is subject to ongoing
modification by governmental and judicial action. As noted above,
considerable regulatory attention has been focused on
non-traditional investment pools that are publicly distributed in
the United States. There is a possibility of future regulatory
changes within the United States altering, perhaps to a material
extent, the nature of an investment in the Funds, or the ability of
a Fund to continue to implement its investment
strategy.
The CFTC possesses exclusive
jurisdiction to regulate the activities of commodity pool operators
and commodity trading advisors with respect to “commodity
interests,” such as futures and swaps and options, and has
adopted regulations with respect to the activities of those persons
and/or entities. Under the Commodity Exchange Act
(“CEA”), a registered commodity pool operator, such as
the Sponsor, is required to make annual filings with the CFTC and
the NFA describing its organization, capital structure, management
and controlling persons. In addition, the CEA authorizes the
CFTC to require and review books and records of, and documents
prepared by, registered commodity pool operators. Pursuant to
this authority, the CFTC requires commodity pool operators to keep
accurate, current and orderly records for each pool that they
operate. The CFTC may suspend the registration of a commodity
pool operator (1) if the CFTC finds that the operator’s
trading practices tend to disrupt orderly market conditions, (2) if
any controlling person of the operator is subject to an order of
the CFTC denying such person trading privileges on any exchange,
and (3) in certain other circumstances. Suspension,
restriction or termination of the Sponsor’s registration as a
commodity pool operator would prevent it, until that registration
were to be reinstated, from managing the Funds, and might result in
the termination of a Fund if a successor sponsor is not elected
pursuant to the Trust Agreement. Neither the Trust nor the
Funds are required to be registered with the CFTC in any
capacity.
The Funds’ investors are
afforded prescribed rights for reparations under the CEA.
Investors may also be able to maintain a private right of action
for violations of the CEA. The CFTC has adopted rules
implementing the reparation provisions of the CEA, which provide
that any person may file a complaint for a reparations award with
the CFTC for violation of the CEA against a floor broker or an FCM,
introducing broker, commodity trading advisor, CPO, and their
respective associated persons.
The regulations of the CFTC and
the NFA prohibit any representation by a person registered with the
CFTC or by any member of the NFA, that registration with the CFTC,
or membership in the NFA, in any respect indicates that the CFTC or
the NFA has approved or endorsed that person or that person’s
trading program or objectives. The registrations and
memberships of the parties described in this summary must not be
considered as constituting any such approval or endorsement.
Likewise, no futures exchange has given or will give any similar
approval or endorsement.
Trading venues in the United
States are subject to varying degrees of regulation under the CEA
depending on whether such exchange is a designated contract market
(i.e. a futures exchange) or a swap execution facility. Clearing
organizations are also subject to the CEA and the rules and
regulations adopted thereunder as administered by the CFTC. The
CFTC’s function is to implement the CEA’s objectives of
preventing price manipulation and excessive speculation and
promoting orderly and efficient commodity interest markets. In
addition, the various exchanges and clearing organizations
themselves as self-regulatory organizations exercise regulatory and
supervisory authority over their member firms.
The Dodd-Frank Wall Street Reform
and Consumer Protection Act (the “Dodd-Frank Act”) was
enacted in response to the economic crisis of 2008 and 2009 and it
significantly altered the regulatory regime to which the securities
and commodities markets are subject. To date, the CFTC has issued
proposed or final versions of almost all of the rules it is
required to promulgate under the Dodd-Frank Act, and it continues
to issue proposed versions of additional rules that it has
authority to promulgate. Provisions of the new law include the
requirement that position limits be established on a wide range of
commodity interests, including agricultural, energy, and
metal-based commodity futures contracts, options on such futures
contracts and uncleared swaps that are economically equivalent to
such futures contracts and options (“Reference
Contracts”); new registration and recordkeeping requirements
for swap market participants; capital and margin requirements for
“swap dealers” and “major swap
participants,” as determined by the new law and applicable
regulations; reporting of all swap transactions to swap data
repositories; and the mandatory use of clearinghouse mechanisms for
sufficiently standardized swap transactions that were historically
entered into in the over-the-counter market, but are now designated
as subject to the clearing requirement; and margin requirements for
over-the-counter swaps that are not subject to the clearing
requirements.
The Dodd-Frank Act was intended to
reduce systemic risks that may have contributed to the 2008/2009
financial crisis. Since the first draft of what became the
Dodd-Frank Act, opponents have criticized the broad scope of the
legislation and, in particular, the regulations implemented by
federal agencies as a result. Since 2010, and most notably in 2015
and 2016, Republicans have proposed comprehensive legislation both
in the House and the Senate of the US Congress. These bills are
intended to pare back some of the provisions of the Dodd-Frank Act
of 2010 that critics view as overly broad, unnecessary to the
stability of the U.S. financial system, and inhibiting the growth
of the U.S. economy. Further, during the campaign and after taking
office, President Donald J. Trump has promised and issued several
executive orders intended to relieve the financial burden created
by the Dodd-Frank Act, although these executive orders only set
forth several general principles to be followed by the federal
agencies and do not mandate the wholesale repeal of the Dodd-Frank
Act. The scope of the effect that passage of new financial reform
legislation could have on U.S. securities, derivatives and
commodities markets is not clear at this time because each federal
regulatory agency would have to promulgate new regulations to
implement such legislation. Nevertheless, regulatory reform may
have a significant impact on U.S.-regulated
entities.
Management believes that as of
December 31, 2018, it had fulfilled in a timely manner all
Dodd-Frank or other regulatory requirements to which it is
subject.
Position
Limits, Aggregation Limits, Price Fluctuation
Limits
On December 16, 2016, the CFTC
issued a final rule to amend part 150 of the CFTC’s
regulations with respect to the policy for aggregation under the
CFTC’s position limits regime for futures and option
contracts on nine agricultural commodities (“the Aggregation
Requirements”). This final rule addressed the circumstances
under which market participants would be required to aggregate all
their positions, for purposes of the position limits, of all
positions in Reference Contracts of the 9 agricultural commodities
held by a single entity and its affiliates, regardless of whether
such positions exist on US futures exchanges, non-US futures
exchanges, or in over-the-counter swaps. An affiliate of a
market participant is defined as two or more persons acting
pursuant to an express or implied agreement or understanding.
The Aggregation Requirements became effective on February 14, 2017.
On August 10, 2017, the CFTC issued a No-Action Relief Letter No.
17-37 to clarify several provisions under Regulation 150.4,
regarding position aggregation filing requirements of market
participants. The Sponsor does not anticipate that this order will
have an impact on the ability of a Fund to meet its respective
investment objectives.
In addition, on December 30, 2016,
the CFTC reproposed regulations that would establish revised
specific limits on speculative positions in futures contracts,
option contracts and swaps on 25 agricultural, energy and metals
commodities (the “Proposed Position Limit
Rules”).
The Proposed Position Limit Rules
were a reproposal and the CFTC has requested comments from the
public. It remains to be seen whether the Proposed Position Limit
Rules will become effective as the CFTC has proposed, as comments
could result in modifications to the proposed limits or
implementation could be delayed for other reasons. In general, the
Proposed Position Limit Rules do not appear to have a substantial
or adverse effect on the Funds. However, if the total net assets of
a Fund were to increase significantly from current levels, the
Position Limit Rules as proposed could negatively impact the
ability of a Fund to meet its respective investment objectives
through limits that may inhibit the Sponsor’s ability to sell
additional Creation Baskets of the Fund. However, it is not
expected that any Fund will reach asset levels that would cause
these position limits to be reached in the near
future.
In addition, the Proposed Position
Limit Rules state that the CFTC will review, and may amend, the
Position Limit Rules at a minimum every two years and more often as
deemed necessary. Such future amendments may affect a Fund or
Funds, and it may, at that time, be substantial and adverse.
By way of example, future amendments, in combination with the
Position Limit Rules, may negatively impact the ability of the Fund
to meet its respective investment objectives through limits that
may inhibit the Sponsor’s ability to sell additional Creation
Baskets of the Fund, if the total net assets of a Fund grow
significantly from current levels.
The futures exchanges, e.g. the
CME, may under the Proposed Position Limit Rules impose position
limits which are lower than those imposed by the CFTC. Such a limit
by an exchange on which a Fund trades futures contracts may
negatively and adversely impact the ability of the Fund to meet its
respective investment objectives through limits that may inhibit
the Sponsor’s ability to sell additional Creation Baskets of
the Fund. No such lower limits by an exchange are currently in
place.
The aggregate position limits
currently in place under the current position limits and the
Aggregation Requirements are as follows for each of the commodities
traded by the Funds:
Commodity
Future
|
Spot Month
Position Limit
|
All Month
Aggregate Position Limit
|
corn
|
600 contracts
|
33,000
contracts
|
soybeans
|
600 contracts
|
15,000
contracts
|
sugar
|
5,000
contracts
|
Only Accountability
Limits
|
wheat
|
600 contracts
|
12,000
contracts
|
The aggregate speculative position
limits currently as proposed in the Proposed Position Limit Rules
are as follows for each of the commodities traded by the
Funds:
Commodity
Future
|
Spot Month
Position Limit
|
All Month
Aggregate Position Limit
|
corn
|
600 contracts
|
62,400
contracts
|
soybeans
|
600 contracts
|
31,900
contracts
|
sugar
|
23,300
contracts
|
38,400
contracts
|
wheat
|
600 contracts
|
32,800
contracts
|
Accountability levels differ from
position limits in that they do not represent a fixed ceiling, but
rather a threshold above which a futures exchange may exercise
greater scrutiny and control over an investor’s
positions. If a Fund were to exceed an applicable
accountability level for investments in futures contracts, the
exchange will monitor the Fund’s exposure and may ask for
further information on its activities, including the total size of
all positions, investment and trading strategy, and the extent of
liquidity resources of the Fund. If deemed necessary by the
exchange, the Fund could be ordered to reduce its aggregate net
position back to the accountability
level.
In addition to position limits and
accountability levels, the exchanges set daily price fluctuation
limits on futures contracts. The daily price fluctuation
limit establishes the maximum amount that the price of futures
contracts may vary either up or down from the previous day’s
settlement price. Once the daily price fluctuation limit has
been reached in a particular futures contract, no trades may be
made at a price beyond that limit.
As of May 1, 2014, the CME
replaced the fixed price fluctuation limits with variable price
limits for corn, soybeans and wheat. The change, which is now
effective and is described in the CME Group Special Executive
Report S-7038 and can be accessed at http://www.cmegroup.com/tools-information/lookups/advisories/ser/SER-7038.html.
Margin for OTC
Uncleared Swaps
During 2015 and 2016, the CFTC and
the US bank prudential regulators completed their rulemakings under
the Dodd-Frank Act on margin for uncleared over-the-counter swaps
(and option agreements that qualify as swaps). Margin requirements
went into effect for the largest swap entities in September 2016
and went into effect for small financial entities in March 2017.
Under these regulations, swap dealers (such as sell-side
counterparties to swaps), major swap participants, and financial
end users (such as buy-side counterparties to swaps who are not
physical traders) are required in most instances, to post and
collect initial and variation margin, depending on the regulatory
classification of their counterparty. European and Asian regulators
are also implementing similar regulations, which were scheduled to
become effective on the same dates as the US-promulgated rules. As
a result of these requirements, additional capital will be required
to be committed to the margin accounts to support transactions
involving uncleared over-the-counter swaps and, consequently, these
transactions may become more expensive. While the Funds currently
do not generally engage in uncleared over the counter swaps, to the
extent they do so in the future, the additional margin required to
be posted could adversely impact the profitability (if any) to the
Funds from entering into these transactions.
Books and
Records
The Trust keeps its books of
record and account at its office located at Three Main Street,
Suite 215, Burlington Vermont 05401, or at the offices of U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund
Services ("Fund Services"), the Administrator, located at 615 East
Michigan Street, Milwaukee, Wisconsin 53202, or such office,
including of an administrative agent, as it may subsequently
designate upon notice. The books of account of the Fund are
open to inspection by any Shareholder (or any duly constituted
designee of a Shareholder) at all times during the usual business
hours of the Fund upon reasonable advance notice to the extent such
access is required under CFTC rules and regulations. In
addition, the Trust keeps a copy of the Trust Agreement on file in
its office which will be available for inspection by any
Shareholder at all times during its usual business hours upon
reasonable advance notice.
SEC
Reports
The Sponsor makes available, free
of charge, on the website for each Fund, the annual reports on Form
10-K for the Trust, the quarterly reports on Form 10-Q for the
Trust, current reports on Form 8-K and amendments to these reports
as soon as reasonably practicable after these documents are filed
with, or furnished to, the SEC. The documents that the Trust has
filed with, or furnished to, the SEC may be found on the
Fund’s website under the heading “Fund
Information-Filings.” The website for CORN is
www.teucriumcornfund.com; for
CANE is www.teucriumcanefund.com; for
SOYB is www.teucriumsoybfund.com; for
WEAT is www.teucriumweatfund.com; and
for TAGS is www.teucriumtagsfund.com. These
reports are also available from the SEC through that agency’s
website at: www.sec.gov and will be provided free of charge in
paper or electronically on request.
CFTC
Reports
The Sponsor makes available, free
of charge, on the website for each Fund, the monthly statements of
account required to be filed pursuant to Rule 4.22(h) under the
Commodity Exchange Act.
Intellectual
Property
On December 17, 2013 the Sponsor
was issued a patent on certain business methods and procedures used
with respect to the Funds.
The risk
factors should be read in conjunction with the other information
included in this annual report on Form 10-K, including
Management’s Discussion and Analysis of Financial Condition
and the Results of Operations, as well as the financial statements
and the related footnotes for the Trust and the
Funds.
The commodity interests in which
each of the Funds invests, and in which TAGS invests indirectly
through the Shares of the Underlying Funds, are referred to as
Commodity Interests and for each Fund individually as the specific
Commodity Interests, e.g. Corn Interests.
Additional information regarding
many of the risk areas outlined below can be found in the section
of this Form on 10-K entitled: Part I, Item 1. Business, which
precedes this section. A discussion of the global information for
each specific underlying commodity can be found in Part I, in the
section titled “Market Outlook.”
Risks Applicable to all Funds
There are Risks Related to Fund Structure and Operations of the
Funds
Unlike mutual funds, commodity
pools and other investment pools that manage their investments so
as to realize income and gains for distribution to their investors,
a Fund generally does not distribute dividends to Shareholders. You
should not invest in a Fund if you will need cash distributions
from the Fund to pay taxes on your share of income and gains of the
Fund, if any, or for other purposes.
The Sponsor has consulted with
legal counsel, accountants and other advisers regarding the
formation and operation of the Trust and the Funds. No counsel has
been appointed to represent you in connection with the offering of
Shares. Accordingly, you should consult with your own legal, tax
and financial advisers regarding the desirability of an investment
in the Shares.
The Sponsor intends to re-invest
any income and realized gains of a Fund in additional Commodity
Interests, or Shares of the Underlying Funds in the case of TAGS,
rather than distributing cash to Shareholders. Although a Fund does
not intend to make cash distributions, the income earned from its
investments held directly or posted as margin may reach levels that
merit distribution, e.g., at levels where such income is not
necessary to support its underlying investments in Commodity
Interests, corn for example, and where investors adversely react to
being taxed on such income without receiving distributions that
could be used to pay such tax. Cash distributions may be made in
these and similar instances.
A Fund must pay for all brokerage
fees, taxes and other expenses, including licensing fees for the
use of intellectual property, registration or other fees paid to
the SEC, the Financial Industry Regulatory Authority
(“FINRA”), or any other regulatory agency in connection
with the offer and sale of subsequent Shares, after its initial
registration, and all legal, accounting, printing and other
expenses associated therewith. Each Fund also pays the fees and
expenses associated with the Trust’s tax accounting and
reporting requirements. Each Fund, excluding TAGS, is also
contractually obligated to pay a management fee to the Sponsor.
Such fees may be waived by the Sponsor at its discretion.
Accordingly, each Fund must have sufficient total net assets to be
able realize in actuality the total expense ratio filed in
regulatory filings.
A Fund may terminate at any time,
regardless of whether the Fund has incurred losses, subject to the
terms of the Trust Agreement. For example, the dissolution or
resignation of the Sponsor would cause the Trust to terminate
unless shareholders holding a majority of the outstanding shares of
the Trust elect within 90 days of the event to continue the Trust
and appoint a successor Sponsor. In addition, the Sponsor may
terminate a Fund if it determines that the Fund’s aggregate
net assets in relation to its operating expenses make the continued
operation of the Fund unreasonable or imprudent. However, no level
of losses will require the Sponsor to terminate a Fund. The
Fund’s termination would result in the liquidation of its
investments and the distribution of its remaining assets to the
Shareholders on a pro rata basis in accordance with their Shares,
and the Fund could incur losses in liquidating its investments in
connection with a termination. Termination could also negatively
affect the overall maturity and timing of your investment
portfolio. Any expenses related to the operation of a Fund would
need to be paid by the Fund at the time of
termination.
To the extent that investors use a
Fund as a means of investing indirectly in a specific Commodity
Interest, there is the risk that the changes in the price of the
Fund’s Shares on the NYSE Arca will not closely track the
changes in spot price of that Commodity Interest. This could happen
if the price of Shares traded on the NYSE Arca does not correlate
with the Fund’s NAV, if the changes in the Fund’s NAV
do not correlate with changes in the Benchmark, or if the changes
in the Benchmark do not correlate with changes in the cash or spot
price of the specific Commodity Interest. This is a risk because if
these correlations are not sufficiently close, then investors may
not be able to use the Fund as a cost-effective way to invest
indirectly in the specific Commodity Interest, or the underlying
specific Commodity Interest in the case of TAGS, or as a hedge
against the risk of loss in commodity-related
transactions.
Only an Authorized Purchaser may
engage in creation or redemption transactions directly with the
Funds. The Funds have a limited number of institutions that act as
Authorized Purchasers. To the extent that these institutions exit
the business or are unable to proceed with creation and/or
redemption orders with respect to the Funds and no other Authorized
Purchaser is able to step forward to create or redeem Creation
Units, Fund shares may trade at a discount to NAV and possibly face
trading halts and/or delisting. In addition, a decision by a market
maker or lead market maker to step away from activities for a Fund,
particularly in times of market stress, could adversely affect
liquidity, the spread between the bid and ask quotes for the
Fund’s Shares, and potentially the price of the Shares. The
Sponsor can make no guarantees that participation by Authorized
Purchasers or market makers will continue.
An investment in a Fund faces
numerous risks from its shares being traded in the secondary
market, any of which may lead to the Fund’s shares trading at
a premium or discount to NAV. Although Fund shares are listed for
trading on the NYSE Arca, there can be no assurance that an active
trading market for such shares will develop or be maintained.
Trading in Fund shares may be halted due to market conditions or
for reasons that, in the view of the NYSE Arca, make trading in
shares inadvisable. There can be no assurance that the requirements
of the NYSE Arca necessary to maintain the listing of any Fund will
continue to be met or will remain unchanged or that the shares will
trade with any volume, or at all. The NAV of each Fund’s
shares will generally fluctuate with changes in the market value of
the Fund’s portfolio holdings. The market prices of shares
will generally fluctuate in accordance with changes in the
Fund’s NAV and supply and demand of shares on the NYSE Arca.
It cannot be predicted whether a Fund's shares will trade below, at
or above their NAV. Investors buying or selling Fund shares in the
secondary market will pay brokerage commissions or other charges
imposed by brokers as determined by that broker. Brokerage
commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively
small amounts of shares. Trading volume of the shares of each Fund
could be affected by investors who trade significant quantities of
shares on any given business day. Such investors may or may not
file all SEC filings as required. In addition, if interest rates
realized on cash balances were to decline, there is a risk that the
net investment ratio of the Funds may increase from the current
level.
Neither the Trust, nor any of the
Funds, is an investment company subject to the Investment Company
Act of 1940. Accordingly, you do not have the protections afforded
by that statute, which, for example, requires investment companies
to have a board of directors with a majority of disinterested
directors and regulates the relationship between the investment
company and its investment manager.
The arrangements between clearing
brokers and counterparties on the one hand, and the Funds on the
other, generally are terminable by the clearing brokers or
counterparty upon notice to the Funds. In addition, the agreements
between the Funds and their third-party service providers, such as
the Distributor and the Custodian, are generally terminable at
specified intervals. Upon termination, the Sponsor may be required
to renegotiate or make other arrangements for obtaining similar
services if the Funds intend to continue to operate. Comparable
services from another party may not be available, or even if
available, these services may not be available on the terms as
favorable as those of the expired or terminated
arrangements.
The Sponsor does not employ
trading advisors for the Funds; however, it reserves the right to
employ them in the future. The only advisor to the Funds is the
Sponsor. A lack of independent trading advisors may be
disadvantageous to the Funds because they will not receive the
benefit of their independent expertise.
The Sponsor’s trading
strategy is quantitative in nature, and it is possible that the
Sponsor will make errors in its implementation. The execution of
the quantitative strategy is subject to human error, such as
incorrect inputs into the Sponsor’s computer systems and
incorrect information provided to the Funds’ clearing
brokers. In addition, it is possible that a computer or software
program may malfunction and cause an error in computation. Any
failure, inaccuracy or delay in executing the Funds’
transactions could affect its ability to achieve its investment
objective. It could also result in decisions to undertake
transactions based on inaccurate or incomplete information. This
could cause substantial losses on transactions. The Sponsor is not
required to reimburse a Fund for any costs associated with an error
in the placement or execution of a trade in commodity futures
interests or shares of the Underlying Funds.
The Funds’ trading
activities depend on the integrity and performance of the computer
and communications systems supporting them. Extraordinary
transaction volume, hardware or software failure, power or
telecommunications failure, a natural disaster or other catastrophe
could cause the computer systems to operate at an unacceptably slow
speed or even fail. Any significant degradation or failure of the
systems that the Sponsor uses to gather and analyze information,
enter orders, process data, monitor risk levels and otherwise
engage in trading activities may result in substantial losses on
transactions, liability to other parties, lost profit
opportunities, damages to the Sponsor’s and Funds’
reputations, increased operational expenses and diversion of
technical resources.
The development of complex
computer and communications systems and new technologies may render
the existing computer and communications systems supporting the
Funds’ trading activities obsolete. In addition, these
computer and communications systems must be compatible with those
of third parties, such as the systems of exchanges, clearing
brokers and the executing brokers. As a result, if these third
parties upgrade their systems, the Sponsor will need to make
corresponding upgrades to continue effectively its trading
activities. The Funds’ future success may depend on the
Funds’ ability to respond to changing technologies on a
timely and cost-effective basis.
The Funds depend on the proper and
timely function of complex computer and communications systems
maintained and operated by the futures exchanges, brokers and other
data providers that the Sponsor uses to conduct trading activities.
Failure or inadequate performance of any of these systems could
adversely affect the Sponsor’s ability to complete
transactions, including its ability to close out positions, and
result in lost profit opportunities and significant losses on
commodity interest transactions. This could have a material adverse
effect on revenues and materially reduce the Funds’ available
capital. For example, unavailability of price quotations from third
parties may make it difficult or impossible for the Sponsor to
conduct trading activities so that each Fund will closely track its
Benchmark. Unavailability of records from brokerage firms may make
it difficult or impossible for the Sponsor to accurately determine
which transactions have been executed or the details, including
price and time, of any transaction executed. This unavailability of
information also may make it difficult or impossible for the
Sponsor to reconcile its records of transactions with those of
another party or to accomplish settlement of executed
transactions.
The operations of the Funds, the
exchanges, brokers and counterparties with which the Funds do
business, and the markets in which the Funds do business could be
severely disrupted in the event of a major terrorist attack,
natural disaster, or the outbreak, continuation or expansion of war
or other hostilities. Global terrorist attacks, anti-terrorism
initiatives, and political unrest continue to fuel this concern. In
addition, a prolonged U.S. government shutdown could weaken the
U.S. economy, interfere with the commodities markets that rely upon
data published by U.S. federal government agencies, and prevent the
Funds from receiving necessary regulatory review or
approvals.
Failures or breaches of the
electronic systems of the Funds, the Sponsor, the Custodian or
mutual funds or other financial institutions in which the Funds
invest, or the Funds’ other service providers, market makers,
Authorized Purchasers, NYSE Arca, exchanges on which Futures
Contracts or Other Commodity Interests are traded or cleared, or
counterparties have the ability to cause disruptions and negatively
impact the Funds’ business operations, potentially resulting
in financial losses to a Fund and its shareholders. Such failures
or breaches may include intentional cyber attacks that may result
in an unauthroized party gaining accesss to electronic systems in
order to misappropriate a Fund's assets or sensitive information.
While the Funds have established business continuity plans and risk
management systems seeking to address system breaches or failures,
there are inherent limitations in such plans and systems.
Furthermore, the Funds cannot control the cyber security plans and
systems of the Custodian or mutual funds or other financial
institutions in which the Funds invest, or the Funds’ other
service providers, market makers, Authorized Purchasers, NYSE Arca,
exchanges on which Futures Contracts or Other Commodity Interests
are traded or cleared, or counterparties.
The Trust may, in its discretion,
suspend the right to redeem Shares of a Fund or postpone the
redemption settlement date: (1) for any period during which an
applicable exchange is closed other than customary weekend or
holiday closing, or trading is suspended or restricted; (2) for any
period during which an emergency exists as a result of which
delivery, disposal or evaluation of a Fund’s assets is not
reasonably practicable; (3) for such other period as the Sponsor
determines to be necessary for the protection of Shareholders; (4)
if there is a possibility that any or all of the Benchmark
Component Futures Contracts of a Fund on the specific exchange
where the Fund is traded and from which the NAV of the Fund is
calculated will be priced at a daily price limit restriction; or
(5) if, in the sole discretion of the Sponsor, the execution of
such an order would not be in the best interest of a Fund or its
Shareholders. In addition, the Trust will reject a redemption order
if the order is not in proper form as described in the agreement
with the Authorized Purchaser or if the fulfillment of the order,
in the opinion of its counsel, might be unlawful. Any such
postponement, suspension or rejection could adversely affect a
redeeming Shareholder. For example, the resulting delay may
adversely affect the value of the Shareholder’s redemption
proceeds if the NAV of a Fund declines during the period of delay.
The Trust Agreement provides that the Sponsor and its designees
will not be liable for any loss or damage that may result from any
such suspension or postponement. A minimum number of baskets and
associated Shares are specified for each Fund in its prospectus and
in Part I, Item 1 of this document. Once that minimum number of
Shares outstanding is reached, there can be no further redemptions
until there has been a Creation Basket.
The Intraday Indicative Value
(“IIV”) and the Benchmark for each Fund are calculated
and disseminated by ICE Data Indices, LLC under an agreement
between the Sponsor. Additionally, information may be calculated
and disseminated under similar agreements between the Sponsor and
other third-party entities. Although reasonable efforts are taken
to ensure the accuracy of the information disseminated under this
agreement, there may, from time to time, be recalculations of
previously released information.
Third parties may assert that the
Sponsor has infringed or otherwise violated their intellectual
property rights. Third parties may independently develop business
methods, trademarks or proprietary software and other technology
similar to that of the Sponsor and claim that the Sponsor has
violated their intellectual property rights, including their
copyrights, trademark rights, trade names, trade secrets and patent
rights. As a result, the Sponsor may have to litigate in the future
to determine the validity and scope of other parties’
proprietary rights, or defend itself against claims that it has
infringed or otherwise violated other parties’ rights. Any
litigation of this type, even if the Sponsor is successful and
regardless of the merits, may result in significant costs, may
divert resources from the Fund, or may require the Sponsor to
change its proprietary software and other technology or enter into
royalty or licensing agreements. The Sponsor has a patent on
certain business methods and procedures used with respect to the
Funds. The Sponsor utilizes certain proprietary software. Any
unauthorized use of such proprietary software, business methods
and/or procedures could adversely affect the competitive advantage
of the Sponsor or the Funds and/or cause the Sponsor to take legal
action to protect its rights.
In managing and directing the
day-to-day activities and affairs of these Funds, the Sponsor
relies almost entirely on a small number of individuals, including
Mr. Sal Gilbertie, Mr. Steve Kahler and Ms. Cory Mullen-Rusin. If
Mr. Gilbertie, Mr. Kahler or Ms. Mullen-Rusin were to leave or be
unable to carry out their present responsibilities, it may have an
adverse effect on the management of the Funds. To the extent that
the Sponsor establishes additional commodity pools, even greater
demands will be placed on these individuals.
The Sponsor was formed for the
purpose of managing the Trust, including all the Funds, and any
other series of the Trust that may be formed in the future, and has
been provided with capital primarily by its principals and a small
number of outside investors. If the Sponsor operates at a loss for
an extended period, its capital will be depleted, and it may be
unable to obtain additional financing necessary to continue its
operations. If the Sponsor were unable to continue to provide
services to these Funds, the Funds would be terminated if a
replacement Sponsor could not be found.
You cannot be assured that the
Sponsor will be willing or able to continue to service each Fund
for any length of time. The Sponsor was formed for the purpose of
sponsoring the Funds and other commodity pools, and has limited
financial resources and no significant source of income apart from
its management fees from such commodity pools to support its
continued service for each Fund. If the Sponsor discontinues its
activities on behalf of a Fund, the Fund may be adversely affected.
If the Sponsor’s registrations with the CFTC or memberships
in the NFA were revoked or suspended, the Sponsor would no longer
be able to provide services to the Funds.
The Sponsor May Have Conflicts of Interest
The structure and operation of the
Funds may involve conflicts of interest. For example, a conflict
may arise because the Sponsor and its principals and affiliates may
trade for themselves. In addition, the Sponsor has sole current
authority to manage the investments and operations, and the
interests of the Sponsor may conflict with the Shareholders’
best interests, including the authority of the Sponsor to allocate
expenses to and between the Funds.
The Performance of Each Fund May Not Correlate with the Applicable
Benchmark
If a Fund is required to sell
Treasury Securities or cash equivalents at a price lower than the
price at which they were acquired, the Fund will experience a loss.
This loss may adversely impact the price of the Shares and may
decrease the correlation between the price of the Shares, the
Benchmark, and the spot price of the specific commodity interest or
the commodity interests of the Underlying Funds in the case of
TAGS. The value of Treasury Securities and other debt securities
generally moves inversely with movements in interest rates. The
prices of longer maturity securities are subject to greater market
fluctuations as a result of changes in interest rates. While the
short-term nature of a Fund’s investments in Treasury
Securities and cash equivalents should minimize the interest rate
risk to which the Fund is subject, it is possible that the Treasury
Securities and cash equivalents held by the Fund will decline in
value.
The Sponsor’s trading system
is quantitative in nature, and it is possible that the Sponsor may
make errors. In addition, it is possible that a computer or
software program may malfunction and cause an error in
computation.
Increases in assets under
management may affect trading decisions. While all of the
Funds’ assets are currently at manageable levels, the Sponsor
does not intend to limit the amount of any Fund’s assets. The
more assets the Sponsor manages, the more difficult it may be for
it to trade profitably because of the difficulty of trading larger
positions without adversely affecting prices and performance and of
managing risk associated with larger positions.
Each Fund seeks to have the
changes in its Shares’ NAV in percentage terms track changes
in the Benchmark in percentage terms, rather than profit from
speculative trading of the specific Commodity Interests, or the
commodity interests of the Underlying Funds in the case of
TAGS.
The Sponsor therefore endeavors to
manage each Fund so that the Fund’s assets are, unlike those
of many other commodity pools, not leveraged (i.e., so that the
aggregate amount of the Fund’s exposure to losses from its
investments in specific Commodity Interests at any time will not
exceed the value of the Fund’s assets). There is no assurance
that the Sponsor will successfully implement this investment
strategy. If the Sponsor permits a Fund to become leveraged, you
could lose all or substantially all of your investment if the
Fund’s trading positions suddenly turns unprofitable. These
movements in price may be the result of factors outside of the
Sponsor’s control and may not be anticipated by the
Sponsor.
The Sponsor cannot predict to what
extent the performance of the commodity interest will or will not
correlate to the performance of other broader asset classes such as
stocks and bonds. If the performance of a specific Fund were to
move more directly with the financial markets, an investment in the
Fund may provide you little or no diversification benefits. Thus,
in a declining market, the Fund may have no gains to offset your
losses from other investments, and you may suffer losses on your
investment in the Fund at the same time you may incur losses with
respect to other asset classes. Variables such as drought, floods,
weather, embargoes, tariffs and other political events may have a
larger impact on commodity and Commodity Interests prices than on
traditional securities and broader financial markets. These
additional variables may create additional investment risks that
subject a Fund’s investments to greater volatility than
investments in traditional securities. Lower correlation should not
be confused with negative correlation, where the performance of two
asset classes would be opposite of each other. There is no historic
evidence that the spot price of a specific commodity, corn, for
example, and prices of other financial assets, such as stocks and
bonds, are negatively correlated. In the absence of negative
correlation, a Fund cannot be expected to be automatically
profitable during unfavorable periods for the stock market, or vice
versa.
Under the Trust Agreement, the
Trustee and the Sponsor are not liable, and have the right to be
indemnified, for any liability or expense incurred absent gross
negligence or willful misconduct on the part of the Trustee or
Sponsor, as the case may be. That means the Sponsor may require the
assets of a Fund to be sold in order to cover losses or liability
suffered by the Sponsor or by the Trustee. Any sale of that kind
would reduce the NAV of the Fund and the value of its
Shares.
The Shares of a Fund are limited
liability investments; Shareholders may not lose more than the
amount that they invest plus any profits recognized on their
investment. However, Shareholders could be required, as a matter of
bankruptcy law, to return to the estate of the Fund any
distribution they received at a time when the Fund was in fact
insolvent or in violation of its Trust
Agreement.
The price relationship between the
near month Commodity Futures Contract to expire and the Benchmark
Component Futures Contracts for each Fund, or the Underlying Funds
in the case of TAGS, will vary and may impact both a Fund’s
total return over time and the degree to which such total return
tracks the total return of the specific commodity price indices. In
cases in which the near month contract’s price is lower than
later-expiring contracts’ prices (a situation known as
“contango” in the futures markets), then absent the
impact of the overall movement in the commodity specific prices the
value of the Benchmark Component Futures Contracts would tend to
decline as they approach expiration which could cause the Benchmark
Component Futures Contracts, and therefore the Fund’s total
return, to track lower. In cases in which the near month
contract’s price is higher than later-expiring
contracts’ prices (a situation known as
“backwardation” in the futures markets), then absent
the impact of the overall movement in commodity specific prices,
the value of the Benchmark Component Futures Contracts would tend
to rise as they approach expiration.
While it is expected that the
trading prices of the Shares will fluctuate in accordance with the
changes in a Fund’s NAV, the prices of Shares may also be
influenced by various market factors, including but not limited to,
the number of shares of the Fund outstanding and the liquidity of
the underlying Commodity Interests. There is no guarantee that the
Shares will not trade at appreciable discounts from, and/or
premiums to, the Fund’s NAV. This could cause the changes in
the price of the Shares to substantially vary from the changes in
the spot price of the underlying commodity, even if a Fund’s
NAV was closely tracking movements in the spot price of that
commodity. If this occurs, you may incur a partial or complete loss
of your investment.
In addition to
certain fees paid to each Fund's service providers, each Fund pays
the Sponsor a fee of 1.00% of assets under management per annum,
regardless of Fund Performance. Over time, a Fund's assets could be
depleted if investment performance does not exceed such
fees.
Investors, including those who
directly participate in the specific commodity market, may choose
to use a Fund as a vehicle to hedge against the risk of loss, and
there are risks involved in hedging activities. While hedging can
provide protection against an adverse movement in market prices, it
can also preclude a hedger’s opportunity to benefit from a
favorable market movement.
While it is not the current
intention of the Funds to take physical delivery of any Commodity
under its Commodity Interests, Commodity Futures Contracts are
traditionally physically-deliverable contracts, and, unless a
position was traded out of, it is possible to take or make delivery
under these and some Other Commodity Interests. Storage costs
associated with purchasing the specific commodity could result in
costs and other liabilities that could impact the value of the
Commodity Futures Contracts or certain Other Commodity Interests.
Storage costs include the time value of money invested in the
physical commodity plus the actual costs of storing the commodity
less any benefits from ownership that are not obtained by the
holder of a futures contract. In general, Commodity Futures
Contracts have a one-month delay for contract delivery and the
pricing of back month contracts (the back month is any future
delivery month other than the spot month) includes storage costs.
To the extent that these storage costs change for the commodity
while a Fund holds the Commodity Interests, the value of the
Commodity Interests, and therefore the Fund’s NAV, may change
as well.
The Funds are not
actively managed and are designed to track a benchmark, regardless
of whether the price of the Benchmark Component Futures Contracts
is flat, declining, or
rising.
The design of each Fund’s
Benchmark is such that the Benchmark Component Futures Contracts
change throughout the year, and the Fund’s investments must
be rolled periodically to reflect the changing composition of the
Benchmark. For example, when the second-to-expire Commodity Futures
Contract becomes the first-to-expire contract, such contract will
no longer be a Benchmark Component Futures Contract and the
Fund’s position in it will no longer be consistent with
tracking the Benchmark. In the event of a commodity futures market
where near-to-expire contracts trade at a higher price than
longer-to-expire contracts, a situation referred to as
“backwardation,” then absent the impact of the overall
movement in the specific commodity prices of the Fund, the value of
the Benchmark Component Futures Contracts would tend to rise as
they approach expiration. As a result, a Fund may benefit because
it would be selling more expensive contracts and buying less
expensive ones on an ongoing basis. Conversely, using corn as an
example, in the event of a corn futures market where near-to-expire
contracts trade at a lower price than longer-to-expire contracts, a
situation referred to as “contango,” then absent the
impact of the overall movement in corn prices the value of the
Benchmark Component Futures Contracts would tend to decline as they
approach expiration. As a result, the Fund’s total return may
be lower than might otherwise be the case because it would be
selling less expensive contracts and buying more expensive ones.
The impact of backwardation and contango may lead the total return
of a Fund to vary significantly from the total return of other
price references, such as the spot price of the specific commodity.
In the event of a prolonged period of contango, and absent the
impact of rising or falling specific commodity prices, this could
have a significant negative impact on a Fund’s NAV and total
return.
The Sponsor may use spreads and
straddles as part of its overall trading strategy to closely follow
the Benchmark. There is a risk that a Fund’s NAV may not
closely track the change in its Benchmark. Spreads combine
simultaneous long and short positions in related futures contracts
that differ by commodity, by market or by delivery month (for
example, long April, short November). Spreads gain or lose value as
a result of relative changes in price between the long and short
positions. Spreads often reduce risk to investors because the
contracts tend to move up or down together. However, both legs of
the spread could move against an investor simultaneously, in which
case the spread would lose value. Certain types of spreads may face
unlimited risk, e.g., because the price of a futures contract
underlying a short position can increase by an unlimited amount and
the investor would have to take delivery or offset at that price. A
commodity straddle takes both long and short option positions in
the same commodity in the same market and delivery month
simultaneously. The buyer of a straddle profits if either the long
or the short leg of the straddle moves further than the combined
cost of both options. The seller of the straddle profits if both
the long and short positions do not trade beyond a range equal to
the combined premium for selling both options. If the Sponsor were
to utilize a spread or straddle position and the position performed
differently than expected, the results could impact that
Fund’s tracking error. This could affect the Fund’s
investment objective of having its NAV closely track the Benchmark.
Additionally, a loss on the position would negatively impact the
Fund’s absolute return.
Position limits and daily price
fluctuation limits set by the CFTC and the exchanges have the
potential to cause tracking error, which could cause the price of
Shares of the Fund to substantially vary from the Benchmark and
prevent you from being able to effectively use the Fund as a way to
hedge against underlying commodity-related losses or as a way to
indirectly invest in the underlying commodity.
The Trust Structure and the Trust Agreement Provide Limited
Shareholder Rights
You will have no rights to
participate in the management of any of the Funds and will have to
rely on the duties and judgment of the Sponsor to manage the
Funds.
As interests in separate series of
a Delaware statutory trust, the Shares do not involve the rights
normally associated with the ownership of shares of a corporation
(including, for example, the right to bring shareholder oppression
and derivative actions). In addition, the Shares have limited
voting and distribution rights (for example, Shareholders do not
have the right to elect directors, as the Trust does not have a
board of directors, and generally will not receive regular
distributions of the net income and capital gains earned by the
Fund). The Funds are also not subject to certain investor
protection provisions of the Sarbanes Oxley Act of 2002 and the
NYSE Arca governance rules (for example, audit committee
requirements).
Each Fund is a series of a
Delaware statutory trust and not itself a legal entity separate
from the other Funds. The Delaware Statutory Trust Act provides
that if certain provisions are included in the formation and
governing documents of a statutory trust organized in series and if
separate and distinct records are maintained for any series and the
assets associated with that series are held in separate and
distinct records and are accounted for in such separate and
distinct records separately from the other assets of the statutory
trust, or any series thereof, then the debts, liabilities,
obligations and expenses incurred by a particular series are
enforceable against the assets of such series only, and not against
the assets of the statutory trust generally or any other series
thereof. Conversely, none of the debts, liabilities, obligations
and expenses incurred with respect to any other series thereof is
enforceable against the assets of such series. The Sponsor is not
aware of any court case that has interpreted this inter-series
limitation on liability or provided any guidance as to what is
required for compliance. The Sponsor intends to maintain separate
and distinct records for each Fund and account for each Fund
separately from any other Trust series, but it is possible a court
could conclude that the methods used do not satisfy the Delaware
Statutory Trust Act, which would potentially expose assets in any
Fund to the liabilities of one or more of the Funds and/or any
other Trust series created in the future.
Neither the Sponsor nor the
Trustee is obligated to, although each may, in its respective
discretion, prosecute any action, suit or other proceeding in
respect of any Fund property. The Trust Agreement does not confer
upon Shareholders the right to prosecute any such action, suit or
other proceeding.
Rapidly Changing Regulation May Adversely Affect the Ability of the
Funds to Meet Their Investment Objectives
The regulation of futures markets,
futures contracts, and futures exchanges has historically been
comprehensive. The CFTC and the exchanges are authorized to take
extraordinary actions in the event of a market emergency including,
for example, the retroactive implementation of speculative position
limits, increased margin requirements, the establishment of daily
price limits and the suspension of trading on an exchange or a
trading facility.
The regulation of commodity
interest transactions in the United States is a rapidly changing
area of law and is subject to ongoing modification by governmental
and judicial action. Subsequent to the enactment of the Dodd-Frank
Act in 2010, swap agreements became fully regulated by the CFTC
under the amended Commodity Exchange Act and the CFTC’s
regulations thereunder. Considerable regulatory attention has been
focused on non-traditional investment pools that are publicly
distributed in the United States and that use trading in futures
and options as an investment strategy and not for hedging or price
discovery purposes, therefore altering traditional participation in
futures and swaps markets. As the Dodd-Frank Act continues to be
implemented by the CFTC and the SEC, there is a possibility of
future regulatory changes within the United States altering,
perhaps to a material extent, the nature of an investment in the
Funds, or the ability of a Fund to continue to implement its
investment strategy. In addition, various national governments
outside of the United States have expressed concern regarding the
disruptive effects of speculative trading in the commodities
markets and the need to regulate the derivatives markets in
general. The effect of any future regulatory change on the Funds is
impossible to predict but could be substantial and
adverse.
Further, President Donald J. Trump
has promised and issued several executive orders intended to
relieve the financial burden created by the Dodd-Frank Act,
although these executive orders only set forth several general
principles to be followed by the federal agencies and do not
mandate the wholesale repeal of the Dodd-Frank Act. The scope of
the effect that passage of new financial reform legislation could
have on U.S. securities, derivatives and commodities markets is not
clear at this time because each federal regulatory agency would
have to promulgate new regulations to implement such legislation.
These regulatory changes may affect the continued operation of the
Funds. For additional information regarding recent regulatory
developments that may impact the Funds or the Trust, refer to the
section entitled “Regulatory Considerations” section of
this document.
There Is No Assurance that There Will Be a Liquid Market for the
Shares of the Funds or the Funds’ Underlying Investments,
which May Mean that Shareholders May Not be Able to Sell Their
Shares at a Market Price Relatively Close to the
NAV
If a substantial number of
requests for redemption of Redemption Baskets are received by a
Fund during a relatively short period of time, the Fund may not be
able to satisfy the requests from the Fund’s assets not
committed to trading. As a consequence, it could be necessary to
liquidate the Fund’s trading positions before the time that
its trading strategies would otherwise call for
liquidation.
A portion of a Fund’s
investments could be illiquid, which could cause large losses to
investors at any time or from time to time.
A Fund may not always be able to
liquidate its positions in its investments at the desired price. As
to futures contracts, it may be difficult to execute a trade at a
specific price when there is a relatively small volume of buy and
sell orders in a market. Limits imposed by futures exchanges or
other regulatory organizations, such as accountability levels,
position limits and price fluctuation limits, may contribute to a
lack of liquidity with respect to some exchange-traded commodity
Interests. In addition, over-the-counter contracts may be illiquid
because they are contracts between two parties and generally may
not be transferred by one party to a third party without the
counterparty’s consent. Conversely, a counterparty may give
its consent, but the Fund still may not be able to transfer an
over-the-counter Commodity Interest to a third party due to
concerns regarding the counterparty’s credit
risk.
The exchanges set daily price
fluctuation limits on futures contracts. The daily price
fluctuation limit establishes the maximum amount that the price of
futures contracts may vary either up or down from the previous
day’s settlement price. Once the daily price fluctuation
limit has been reached in a particular futures contract, no trades
may be made at a price beyond that limit.
On March 12, 2014, the CME
announced that, subject to CFTC approval, it would replace its
fixed price fluctuation limits with variable price limits. The
change was approved and went into effect May 1, 2014. Using corn as
an example, this change amended Appendix A, Chapter 10 (Corn
Futures), Section 10102.D (Trading Specifications – Daily
Price Limits) to read as follows:
Daily price limits for Corn
futures are reset every six months. The first reset date would be
the first trading day in May based on the following: Daily
settlement prices are collected for the nearest July contract over
45 consecutive trading days before and on the business day prior to
April 16th. The average price is calculated based on the collected
settlement prices and then multiplied by seven percent. The
resulting number rounded to the nearest 5 cents per bushel, or 20
cents per bushel, whichever is higher will be the new initial price
limits for Corn futures and will become effective on the first
trading day in May and will remain in effect through the last
trading day in
October.
The second reset date would be the
first trading day in November based on the following: Daily
settlement prices are collected for the nearest December contract
over 45 consecutive trading days before and on the business day
prior to October 16th. The average price is calculated based on the
collected settlement prices and then multiplied by seven percent.
The resulting number, rounded to the nearest 5 cents per bushel, or
20 cents per bushel, whichever is higher, will be the new initial
price limits for Corn futures and will become effective on the
first trading day in November and will remain in effect through the
last trading day in next April.
There shall be no trading in Corn
futures at a price more than the initial price limit above or below
the previous day’s settlement price. Should two or more Corn
futures contract months within the first five listed non-spot
contracts (or the remaining contract month in a crop year, which is
the September contract) settle at limit, the daily price limits for
all contract months shall increase by 50 percent the next business
day, rounded up to the nearest 5 cents per bushel. If no Corn
futures contract month settles at the expanded limit the next
business day, daily price limits for all contract months shall
revert back to the initial price limit the following business day.
There shall be no price limits on the current month contract on or
after the second business day preceding the first day of the
delivery month.
A market disruption, such as a
foreign government taking political actions that disrupt the market
in its currency, its commodity production or exports, or in another
major export, can also make it difficult to liquidate a position.
Unexpected market illiquidity may cause major losses to investors
at any time or from time to time. In addition, no Fund intends at
this time to establish a credit facility, which would provide an
additional source of liquidity, but instead will rely only on the
Treasury Securities, cash and/or cash equivalents that it holds to
meet its liquidity needs. The anticipated large value of the
positions in a specific Commodity Interest that the Sponsor will
acquire or enter into for a Fund increases the risk of illiquidity.
Because Commodity Interests may be illiquid, a Fund’s
holdings may be more difficult to liquidate at favorable prices in
periods of illiquid markets and losses may be incurred during the
period in which positions are being liquidated.
A Fund may invest in Other
Commodity Interests. To the extent that these Other Commodity
Interests are contracts individually negotiated between their
parties, they may not be as liquid as Commodity Futures Contracts
and will expose the Fund to credit risk that its counterparty may
not be able to satisfy its obligations to the
Fund.
The changing nature of the
participants in the commodity specific market will influence
whether futures prices are above or below the expected future spot
price. Producers of the specific commodity will typically seek to
hedge against falling commodity prices by selling Commodity Futures
Contracts. Therefore, if commodity producers become the predominant
hedgers in the futures market, prices of Commodity Futures
Contracts will typically be below expected future spot prices.
Conversely, if the predominant hedgers in the futures market are
the purchasers of the commodity, who purchase Commodity Futures
Contracts to hedge against a rise in prices, prices of the
Commodity Futures Contracts will likely be higher than expected
future spot prices. This can have significant implications for a
Fund when it is time to sell a Commodity Futures Contract that is
no longer a Benchmark Component Futures Contract and purchase a new
Commodity Futures Contract or to sell a Commodity Futures Contract
to meet redemption requests. A Fund may invest in Other Commodity
Interests. To the extent that these Other Commodity Interests are
contracts individually negotiated between their parties, they may
not be as liquid as Commodity Futures Contracts and will expose the
Fund to credit risk that its counterparty may not be able to
satisfy its obligations to the Fund.
A Fund’s NAV includes, in
part, any unrealized profits or losses on open swap agreements,
futures or forward contracts. Under normal circumstances, the NAV
reflects the quoted exchange settlement price of open futures
contracts on the date when the NAV is being calculated. In
instances when the quoted settlement price of a futures contract
traded on an exchange may not be reflective of fair value based on
market condition, generally due to the operation of daily limits or
other rules of the exchange or otherwise, the NAV may not reflect
the fair value of open future contracts on such date. For purposes
of financial statements and reports, the Sponsor will recalculate
the NAV where necessary to reflect the “fair value” of
a Futures Contract when the Futures Contract closes at its price
fluctuation limit for the day.
In the event that one or more
Authorized Purchasers that are actively involved in purchasing and
selling Shares cease to be so involved, the liquidity of the Shares
will likely decrease, which could adversely affect the market price
of the Shares and result in your incurring a loss on your
investment. In addition, a decision by a market maker or lead
market maker to cease activities for the Fund could adversely
affect liquidity, the spread between the bid and ask quotes, and
potentially the price of the Shares. The Sponsor can make no
guarantees that participation by Authorized Purchasers or market
makers will continue.
If a minimum number of Shares is
outstanding for a Fund, market makers may be less willing to
purchase Shares of that Fund in the secondary market which may
limit your ability to sell Shares. There are a minimum number of
baskets and associated Shares specified for each Fund. Once the
minimum number of baskets is reached, there can be no more
redemptions by an Authorized Purchaser of that Fund until there has
been a Creation Basket. In such case, market makers may be less
willing to purchase Shares of that Fund from investors in the
secondary market, which may in turn limit the ability of
Shareholders of that Fund to sell their Shares in the secondary
market.
Trading in Shares of a Fund may be
halted due to market conditions or, in light of NYSE Arca rules and
procedures, for reasons that, in the view of the NYSE Arca, make
trading in Shares inadvisable. In addition, trading is subject to
trading halts caused by extraordinary market volatility pursuant to
“circuit breaker” rules that require trading to be
halted for a specified period based on a specified market decline.
There can be no assurance that the requirements necessary to
maintain the listing of the Shares will continue to be met or will
remain unchanged. A Fund will be terminated if its Shares are
delisted.
There is Credit Risk Associated with the Operation of the Funds,
Service Providers and Counter-Parties Which May Cause an Investment
Loss
For all of the Funds except for
TAGS, the majority of each Fund’s assets are held in cash and
short-term cash equivalents with the Custodian or with one or more
alternate financial institutions unrelated to the Custodian (each,
a “Financial Institution”). Any cash or cash
equivalents invested by a Fund will be placed by the Sponsor in a
Financial Institution deemed by the Sponsor to be of investment
quality.
The Sponsor has the ability to
invest available cash in Commercial Paper with maturities of 90
days or less. Investments will be deemed by the Sponsor to be of
investment quality. There is a risk that the proceeds from the sale
of the Commercial Paper could be less than the purchase
price.
The insolvency of the Custodian,
any Financial Institution in which funds are deposited, or
Commercial Paper Issuer could result in a complete loss of a
Fund’s assets held by the Custodian or the Financial
Institution, which, at any given time, would likely comprise a
substantial portion of a Fund’s total assets. Assets
deposited with the Custodian or a Financial Institution will
generally exceed federally insured limits. For TAGS, the vast
majority of the Fund’s assets are held in Shares of the
Underlying Funds. The failure or insolvency of the Custodian or the
Financial Institution could impact the ability to access in a
timely manner TAGS’ assets held by the
Custodian.
Under CFTC regulations, a clearing
broker with respect to a Fund’s exchange-traded Commodity
Interests must maintain customers’ assets in a bulk
segregated account. If a clearing broker fails to do so, or is
unable to satisfy a substantial deficit in a customer account, its
other customers may be subject to risk of a substantial loss of
their funds in the event of that clearing broker’s
bankruptcy. In that event, the clearing broker’s customers,
such as a Fund, are entitled to recover, even in respect of
property specifically traceable to them, only a proportional share
of all property available for distribution to all of that clearing
broker’s customers. A Fund also may be subject to the risk of
the failure of, or delay in performance by, any exchanges and
markets and their clearing organizations, if any, on which
Commodity Interests are traded. From time to time, the clearing
brokers may be subject to legal or regulatory proceedings in the
ordinary course of their business. A clearing broker’s
involvement in costly or time-consuming legal proceedings may
divert financial resources or personnel away from the clearing
broker’s trading operations, which could impair the clearing
broker’s ability to successfully execute and clear a
Fund’s trades. For additional information regarding recent
regulatory developments that may impact the Funds or the Trust,
refer to the section entitled “Regulatory
Considerations” section of this document.
Commodity pools’ trading
positions in futures contracts or other commodity interests are
typically required to be secured by the deposit of margin funds
that represent only a small percentage of a futures
contract’s (or other commodity interest’s) entire
market value. This feature permits commodity pools to
“leverage” their assets by purchasing or selling
futures contracts (or other commodity interests) with an aggregate
notional amount in excess of the commodity pool’s assets.
While this leverage can increase a pool’s profits, relatively
small adverse movements in the price of a pool’s commodity
interests can cause significant losses to the pool. While the
Sponsor does not intend to leverage the Funds’ assets, it is
not prohibited from doing so under the Trust Agreement. If the
Sponsor were to cause or permit a Fund to become leveraged, you
could lose all or substantially all of your investment if the
Fund’s trading positions suddenly turns
unprofitable.
An “exchange for related
position” (“EFRP”) can be used by the Fund as a
technique to facilitate the exchanging of a futures hedge position
against a creation or redemption order, and thus the Fund may use
an EFRP transaction in connection with the creation and redemption
of shares. The market specialist/market maker that is the ultimate
purchaser or seller of shares in connection with the creation or
redemption basket, respectively, agrees to sell or purchase a
corresponding offsetting futures position which is then settled on
the same business day as a cleared futures transaction by the FCMs.
The Fund will become subject to the credit risk of the market
specialist/market maker until the EFRP is settled or terminated.
The Fund reports all activity related to EFRP transactions under
the procedures and guidelines of the CFTC and the exchanges on
which the futures are traded. EFRPs are subject to specific rules
of the CME and CFTC guidance. It is likely that EFRP mechanisms
will be subject to changes in the future which may make it
uneconomical or impossible from the regulatory perspective to
utilize this mechanism by the Funds.
A portion of the Fund’s
assets may be used to trade over-the-counter Commodity Interests,
such as forward contracts or swaps. Currently, over-the-counter
contracts are typically traded on a principal-to-principal
non-cleared basis through dealer markets that are dominated by
major money center and investment banks and other institutions and
that prior to the passage of the Dodd-Frank Act had been
essentially unregulated by the CFTC, although this is an area of
pending, substantial regulatory change. The markets for
over-the-counter contracts will continue to rely upon the integrity
of market participants in lieu of the additional regulation imposed
by the CFTC on participants in the futures markets. To date, the
forward markets have been largely unregulated, except for
anti-manipulation and anti-fraud prohibitions, forward contracts
have been executed bi-laterally and, in general historically,
forward contracts have not been cleared or guaranteed by a third
party. On November 16, 2012, the Secretary of the Treasury issued a
final determination that exempts both foreign exchange swaps and
foreign exchange forwards from the definition of “swap”
and, by extension, additional regulatory requirements (such as
clearing and margin). The final determination does not extend to
other FX derivatives, such as FX options, certain currency swaps,
and non-deliverable forwards. While the Dodd-Frank Act and certain
regulations adopted thereunder are intended to provide additional
protections to participants in the over-the-counter market, the
lack of regulation in these markets could expose the Fund in
certain circumstances to significant losses in the event of trading
abuses or financial failure by participants. While increased
regulation of over-the-counter Commodity Interests is likely to
result from changes that are required to be effectuated by the
Dodd-Frank Act, there is no guarantee that such increased
regulation will be effective to reduce these
risks.
Each Fund faces the risk of
non-performance by the counterparties to the over-the-counter
contracts. Unlike in futures contracts, the counterparty to these
contracts is generally a single bank or other financial
institution, rather than a clearing organization backed by a group
of financial institutions. As a result, there will be greater
counterparty credit risk in these transactions. A counterparty may
not be able to meet its obligations to a Fund, in which case the
Fund could suffer significant losses on these contracts. If a
counterparty becomes bankrupt or otherwise fails to perform its
obligations due to financial difficulties, a Fund may experience
significant delays in obtaining any recovery in a bankruptcy or
other reorganization proceeding. During any such period, the Fund
may have difficulty in determining the value of its contracts with
the counterparty, which in turn could result in the overstatement
or understatement of the Fund’s NAV. The Fund may eventually
obtain only limited recovery or no recovery in such
circumstances.
Over-the-counter contracts may
have terms that make them less marketable than Futures Contracts.
Over-the-counter contracts are less marketable because they are not
traded on an exchange, do not have uniform terms and conditions,
and are entered into based upon the creditworthiness of the parties
and the availability of credit support, such as collateral, and in
general, they are not transferable without the consent of the
counterparty. These conditions make such contracts less liquid than
standardized futures contracts traded on a commodities exchange and
diminish the ability to realize the full value of such contracts.
In addition, even if collateral is used to reduce counterparty
credit risk, sudden changes in the value of over-the-counter
transactions may leave a party open to financial risk due to a
counterparty default since the collateral held may not cover a
party’s exposure on the transaction in such situations. In
general, valuing OTC derivatives is less certain than valuing
actively traded financial instruments such as exchange traded
futures contracts and securities because the price and terms
on which such OTC derivatives are entered into or can be terminated
are individually negotiated, and those prices and terms may not
reflect the best price or terms available from other sources. In
addition, while market makers and dealers generally quote
indicative prices or terms for entering into or terminating OTC
contracts, they typically are not contractually obligated to do so,
particularly if they are not a party to the transaction. As a
result, it may be difficult to obtain an independent value for an
outstanding OTC derivatives transaction.
There are Risks Associated with Trading in International
Markets
A significant portion of the
Futures Contracts entered into by the Funds is traded on United
States exchanges. However, a portion of the Funds’ trades may
take place on markets or exchanges outside the United States. Some
non-U.S. markets present risks because they are not subject to the
same degree of regulation as their U.S. counterparts. None of the
CFTC, NFA, or any domestic exchange regulates activities of any
foreign boards of trade or exchanges, including the execution,
delivery and clearing of transactions, has the power to compel
enforcement of the rules of a foreign board of trade or exchange or
of any applicable non-U.S. laws. Similarly, the rights of market
participants, such as the Funds, in the event of the insolvency or
bankruptcy of a non-U.S. market or broker are also likely to be
more limited than in the case of U.S. markets or brokers. As a
result, in these markets, the Funds have less legal and regulatory
protection than it does when they trade domestically. Currently the
Funds do not place trades on any markets or exchanges outside of
the United States and do not anticipate doing so in the foreseeable
future. In some of these non-U.S. markets, the performance on a
futures contract is the responsibility of the counterparty and is
not backed by an exchange or clearing corporation and therefore
exposes the Funds to credit risk. Additionally, trading on non-U.S.
exchanges is subject to the risks presented by exchange controls,
expropriation, increased tax burdens and exposure to local economic
declines and political instability. An adverse development with
respect to any of these variables could reduce the profit or
increase the loss earned on trades in the affected international
markets.
The price of any non-U.S.
Commodity Interest and, therefore, the potential profit and loss on
such investment, may be affected by any variance in the foreign
exchange rate between the time the order is placed and the time it
is liquidated, offset or exercised. As a result, changes in the
value of the local currency relative to the U.S. dollar may cause
losses to a Fund even if the contract is profitable. The Funds
invest primarily in Commodity Interests that are traded or sold in
the United States. However, a portion of the trades for a Fund may
take place in markets and on exchanges outside the United States.
Some non-U.S. markets present risks because they are not subject to
the same degree of regulation as their U.S. counterparts. In some
of these non-U.S. markets, the performance on a contract is the
responsibility of the counterparty and is not backed by an exchange
or clearing corporation and therefore exposes a Fund to credit
risk. Trading in non-U.S. markets also leaves a Fund susceptible to
fluctuations in the value of the local currency against the U.S.
dollar.
The
CFTC’s implementation of its regulations under the
Dodd-Frank Act may further affect the ability of the Funds to enter
into foreign exchange contracts and to hedge its exposure to
foreign exchange loss.
Some non-U.S. exchanges also may
be in a more developmental stage so that prior price histories may
not be indicative of current price dynamics. In addition, a Fund
may not have the same access to certain positions on foreign
trading exchanges as do local traders, and the historical market
data on which the Sponsor bases its strategies may not be as
reliable or accessible as it is for U.S.
exchanges.
The Funds are Treated as Partnerships for Tax Purposes which Means
that There May be a Lack of Certainty as to Tax Treatment for an
Investor’s Gains and Losses
Cash or property will be
distributed at the sole discretion of the Sponsor, and the Sponsor
currently does not intend to make cash or other distributions with
respect to Shares. You will be required to pay U.S. federal income
tax and, in some cases, state, local, or foreign income tax, on
your allocable share of a Fund’s taxable income, without
regard to whether you receive distributions or the amount of any
distributions. Therefore, the tax liability resulting from your
ownership of Shares may exceed the amount of cash or value of
property (if any) distributed.
Due to the application of the
assumptions and conventions applied by a Fund in making allocations
for U.S. federal income tax purposes and other factors, your
allocable share of the Fund’s income, gain, deduction or loss
may be different than your economic profit or loss from your Shares
for a taxable year. This difference could be temporary or permanent
and, if permanent, could result in your being taxed on amounts in
excess of your economic income.
The Funds are
treated as partnerships for United States federal income tax
purposes. The U.S. tax rules pertaining to entities taxed as
partnerships are complex and their application to publicly traded
partnerships such as the Funds are in many respects uncertain. The
Funds apply certain assumptions and conventions in an attempt to
comply with the intent of the applicable rules and to report
taxable income, gains, deductions, losses and credits in a manner
that properly reflects Shareholders’ economic gains and
losses. These assumptions and conventions may not fully comply with
all aspects of the Internal Revenue Code of 1986, as amended (the
“Code”) and applicable Treasury Regulations, however,
and it is possible that the U.S. Internal Revenue Service (the
“IRS”) will successfully challenge our allocation
methods and require us to reallocate items of income, gain,
deduction, loss or credit in a manner that adversely affects you.
If this occurs, you may be required to file an amended tax return
and to pay additional taxes plus deficiency
interest.
Under new procedures and rules that are effective
for taxable years beginning after December 31, 2017, the IRS may,
instead of collecting the tax from Shareholders, collect any
underpayment of tax (including interest and penalties) from a Fund.
As a result, any such tax assessment would be borne by Shareholders
that own Shares at the time of such assessment, which may be
different persons, or persons with different ownership percentages,
than persons owning Shares for the tax year at
issue.
The
Trust has received an opinion of counsel that, under current
U.S. federal income tax laws, the Funds will be treated as
partnerships that are not taxable as corporations for U.S. federal
income tax purposes, provided that (i) at least 90 percent of each
Fund’s annual gross income consists of “qualifying
income” as defined in the Code, (ii) the Funds are organized
and operated in accordance with their governing agreements and
applicable law, and (iii) the Funds do not elect to be taxed as
corporations for federal income tax purposes. Although the Sponsor
anticipates that the Funds have satisfied and will continue to
satisfy the “qualifying income” requirement for all of
their taxable years, that result cannot be assured. The Funds have
not requested and will not request any ruling from the IRS with
respect to their classification as partnerships not taxable as
corporations for federal income tax purposes. If the IRS were to
successfully assert that the Funds are taxable as corporations for
federal income tax purposes in any taxable year, rather than
passing through their income, gains, losses and deductions
proportionately to Shareholders, each Fund would be subject to tax
on its net income for the year at corporate tax rates. In addition,
although the Sponsor does not currently intend to make
distributions with respect to Shares, any distributions would be
taxable to Shareholders as dividend income. Taxation of the Funds as corporations
could materially reduce the after-tax return on an investment in
Shares and could substantially reduce the value of your
Shares.
Legislative, regulatory or
administrative changes could be enacted or promulgated at any time,
either prospectively or with retroactive effect, and may adversely
affect the Funds and their Shareholders. Tax legislation informally
known as the Tax Cuts and Jobs Act of 2017 (the “2017 Tax
Cuts and Jobs Act”) was signed into law on December 22, 2017,
generally effective for taxable years beginning on or after January
1, 2018. In addition to modifying income tax rates for individuals
and corporations, the 2017 Tax Cuts and Jobs Act made certain
changes to the tax treatment for pass-through entities, such as the
Funds. Please consult a tax advisor regarding the implications of
the 2017 Tax Cuts and Jobs Act on an investment in Shares of the
Funds.
Risks Specific to the Teucrium Corn Fund
Investors may choose to use the
Fund as a means of investing indirectly in corn, and there are
risks involved in such investments. The risks and hazards that are
inherent in corn production may cause the price of corn to
fluctuate widely. Price movements for corn are influenced by, among
other things: weather conditions, crop failure, production
decisions, governmental policies, changing demand, the corn harvest
cycle, and various economic and monetary events. Corn production is
also subject to U.S. federal, state and local regulations that
could materially affect operations.
The price movements for corn are
influenced by, among other things, weather conditions, crop
disease, transportation difficulties, various planting, growing and
harvesting problems, governmental policies, changing demand, and
seasonal fluctuations in supply. More generally, commodity prices
may be influenced by economic and monetary events such as changes
in interest rates, changes in balances of payments and trade, U.S.
and international inflation rates, currency valuations and
devaluations, U.S. and international economic events, and changes
in the philosophies and emotions of market participants. Because
the Fund invests primarily in interests in a single commodity, it
is not a diversified investment vehicle, and therefore may be
subject to greater volatility than a diversified portfolio of
stocks or bonds or a more diversified commodity
pool.
The Fund is subject to the risks
and hazards of the corn market because it invests in Corn
Interests. The risks and hazards that are inherent in the corn
market may cause the price of corn to fluctuate widely. If the
changes in percentage terms of the Fund’s Shares accurately
track the percentage changes in the Benchmark or the spot price of
corn, then the price of its Shares will fluctuate
accordingly.
The price and availability of corn
is influenced by economic and industry conditions, including but
not limited to supply and demand factors such as: crop disease and
infestation (including, but not limited to, Leaf Blight, Ear Rot
and Root Rot); transportation difficulties; various planting,
growing, or harvesting problems; and severe weather conditions
(particularly during the spring planting season and the fall
harvest) such as drought, floods, or frost that are difficult to
anticipate and which cannot be controlled. Demand for corn in the
United States to produce ethanol has also been a significant
factor affecting the price of corn. In turn, demand for ethanol has
tended to increase when the price of gasoline has increased and has
been significantly affected by United States governmental policies
designed to encourage the production of ethanol. Recent changes in
government policy have the potential to reduce the demand for
ethanol over the next several years. Additionally, demand for corn
is affected by changes in consumer tastes, national, regional and
local economic conditions, and demographic trends. Finally, because
corn is often used as an ingredient in livestock feed, demand for
corn is subject to risks associated with the outbreak of livestock
disease.
Corn production is subject to
United States federal, state, and local policies and regulations
that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties,
subsidies, incentives, acreage control, and import and export
restrictions on agricultural commodities and commodity products,
can influence the planting of certain crops, the location and size
of crop production, the volume and types of imports and exports,
the availability and competitiveness of feedstocks as raw
materials, and industry profitability. Additionally, corn
production is affected by laws and regulations relating to, but not
limited to, the sourcing, transporting, storing, and processing of
agricultural raw materials as well as the transporting, storing and
distributing of related agricultural products. U.S. corn producers
also must comply with various environmental laws and regulations,
such as those regulating the use of certain pesticides, and local
laws that regulate the production of genetically modified crops. In
addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade
between countries or regions.
Seasonal fluctuations in the price
of corn may cause risk to an investor because of the possibility
that Share prices will be depressed because of the corn harvest
cycle. In the United States, the corn market is normally at its
weakest point, and corn prices are lowest, shortly before and
during the harvest (between September and November), due to the
high supply of corn in the market. Conversely, corn prices are
generally highest during the winter and spring (between December
and May), when farmer-owned corn has largely been sold and used.
Seasonal corn market peaks generally occur after planting is
complete in May or June, and again as harvest begins around August.
These normal market conditions are, however, often influenced by
weather patterns, and domestic and global economic conditions,
among other factors, and any specific year may not necessarily
follow the traditional seasonal fluctuations described above. In
the futures market, these seasonal fluctuations are typically
reflected in contracts expiring in the relevant season (e.g.,
contracts expiring during the harvest season are typically priced
lower than contracts expiring in the winter and spring). Thus,
seasonal fluctuations could result in an investor incurring losses
upon the sale of Fund Shares, particularly if the investor needs to
sell Shares when the Benchmark Component Futures Contracts are, in
whole or part, Corn Futures Contracts expiring in the
fall.
The CFTC and U.S. designated
contract markets such as the CBOT have established position limits
on the maximum net long or net short futures contracts in commodity
interests that any person or group of persons under common trading
control (other than as a hedge, which an investment by the Fund is
not) may hold, own or control. For example, the current position
limit for aggregate investments at any one time in U.S. exchange
traded Corn Futures Contracts, non-U.S. exchange Corn Futures
Contracts, and over-the-counter corn swaps are 600 spot month
contracts, 33,000 contracts expiring in any other non-spot single
month, or 33,000 cumulative totals for all non-spot months. These
position limits are fixed ceilings that the Fund would not be able
to exceed without specific CFTC authorization.
All of these limits may
potentially cause a tracking error between the price of the Shares
and the Benchmark. This may in turn prevent you from being able to
effectively use the Fund as a way to hedge against corn-related
losses or as a way to indirectly invest in
corn.
The Fund does not intend to limit
the size of the offering and will attempt to expose substantially
all of its proceeds to the corn market utilizing Corn Interests. If
the Fund encounters position limits, accountability levels, or
price fluctuation limits for Corn Futures Contracts on the CBOT, it
may then, if permitted under applicable regulatory requirements,
purchase Other Corn Interests and/or Corn Futures Contracts listed
on foreign exchanges. However, the Corn Futures Contracts available
on such foreign exchanges may have different underlying sizes,
deliveries, and prices. In addition, the Corn Futures Contracts
available on these exchanges may be subject to their own position
limits and accountability levels. In any case, notwithstanding the
potential availability of these instruments in certain
circumstances, position limits could force the Fund to limit the
number of Creation Baskets that it sells.
Risks Specific to the Teucrium Soybean Fund
Investors may choose to use the
Fund as a means of investing indirectly in soybeans, and there are
risks involved in such investments. The risks and hazards that are
inherent in soybean production may cause the price of soybeans to
fluctuate widely. Global price movements for soybeans are
influenced by, among other things: weather conditions, crop
failure, production decisions, governmental policies, changing
demand, the soybean harvest cycle, and various economic and
monetary events. Soybean production is also subject to domestic and
foreign regulations that could materially affect
operations.
As discussed in more detail below,
price movements for soybeans are influenced by, among other things,
weather conditions, crop disease, transportation difficulties,
various planting, growing and harvesting problems, governmental
policies, changing demand, and seasonal fluctuations in supply.
More generally, commodity prices may be influenced by economic and
monetary events such as changes in interest rates, changes in
balances of payments and trade, U.S. and international inflation
rates, currency valuations and devaluations, U.S. and international
economic events, and changes in the philosophies and emotions of
market participants. Because the Fund invests primarily in
interests in a single commodity, it is not a diversified investment
vehicle, and therefore may be subject to greater volatility than a
diversified portfolio of stocks or bonds or a more diversified
commodity pool.
The Fund is subject to the risks
and hazards of the soybean market because it invests in Soybean
Interests. The risks and hazards that are inherent in the soybean
market may cause the price of soybeans to fluctuate widely. If the
changes in percentage terms of the Fund’s Shares accurately
track the percentage changes in the Benchmark or the spot price of
soybeans, then the price of its Shares will fluctuate
accordingly.
The price and availability of
soybeans is influenced by economic and industry conditions,
including but not limited to supply and demand factors such as:
crop disease; weed control; water availability; various planting,
growing, or harvesting problems; severe weather conditions such as
drought, floods, heavy rains, frost, or natural disasters that are
difficult to anticipate and which cannot be controlled;
uncontrolled fires, including arson; challenges in doing business
with foreign companies; legal and regulatory restrictions;
transportation costs; interruptions in energy supply; currency
exchange rate fluctuations; and political and economic instability.
Additionally, demand for soybeans is affected by changes in
international, national, regional and local economic conditions,
and demographic trends. The increased production of soybean crops
in South America and the rising demand for soybeans in emerging
nations such as China and India have increased competition in the
soybean market.
The supply of soybeans could be
reduced by the spread of soybean rust. Soybean rust is a wind-borne
fungal disease that attacks soybeans. Although soybean rust can be
killed with chemicals, chemical treatment increases production
costs for farmers.
Soybean production is subject to
United States and foreign policies and regulations that materially
affect operations. Governmental policies affecting the agricultural
industry, such as taxes, tariffs, duties, subsidies, incentives,
acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of
certain crops, the location and size of crop production, the volume
and types of imports and exports, and industry profitability.
Additionally, soybean production is affected by laws and
regulations relating to, but not limited to, the sourcing,
transporting, storing and processing of agricultural raw materials
as well as the transporting, storing and distributing of related
agricultural products. Soybean producers also may need to comply
with various environmental laws and regulations, such as those
regulating the use of certain pesticides. In addition,
international trade disputes can adversely affect agricultural
commodity trade flows by limiting or disrupting trade between
countries or regions.
Because processing soybean oil can
create trans-fats, the demand for soybean oil may decrease due to
heightened governmental regulation of trans-fats or trans-fatty
acids. The U.S. Food and Drug Administration currently requires
food manufacturers to disclose levels of trans-fats contained in
their products, and various local governments have enacted or are
considering restrictions on the use of trans-fats in restaurants.
Several food processors have either switched or indicated an
intention to switch to oil products with lower levels of trans-fats
or trans-fatty acids.
In recent years, there has been
increased global interest in the production of biofuels as
alternatives to traditional fossil fuels and as a means of
promoting energy independence. Soybeans can be converted into
biofuels such as biodiesel. Accordingly, the soybean market has
become increasingly affected by demand for biofuels and related
legislation.
The costs related to soybean
production could increase and soybean supply could decrease as a
result of restrictions on the use of genetically modified soybeans,
including requirements to segregate genetically modified soybeans
and the products generated from them from other soybean
products.
Seasonal fluctuations in the price
of soybeans may cause risk to an investor because of the
possibility that Share prices will be depressed because of the
soybean harvest cycle. In the futures market, fluctuations are
typically reflected in contracts expiring in the harvest season
(i.e., contracts expiring during the fall are typically priced
lower than contracts expiring in the winter and spring). Thus,
seasonal fluctuations could result in an investor incurring losses
upon the sale of Fund Shares, particularly if the investor needs to
sell Shares when the Benchmark Component Futures Contracts are, in
whole or part, Soybean Futures Contracts expiring in the
fall.
The CFTC and U.S. designated
contract markets have established position limits on the maximum
net long or net short futures contracts in commodity interests that
any person or group of persons under common trading control (other
than as a hedge, which an investment by the Fund is not) may hold,
own or control. For example, the current position limit for
aggregate investments at any one time in U.S. exchange traded
Soybean Futures Contracts, non-U.S. exchange Soybean Futures
Contracts, and over-the-counter soybean swaps are 600 spot month
contracts, 15,000 contracts expiring in any other single non-spot
month, or 15,000 cumulative totals for all non-spot months. These
position limits are fixed ceilings that the Fund would not be able
to exceed without specific CFTC authorization.
All of these limits may
potentially cause a tracking error between the price of the Shares
and the Benchmark. This may in turn prevent you from being able to
effectively use the Fund as a way to hedge against soybean-related
losses or as a way to indirectly invest in
soybeans.
If the Fund encounters position
limits or price fluctuation limits for Soybean Futures Contracts on
the CBOT, it may then, if permitted under applicable regulatory
requirements, purchase Other Soybean Interests and/or Soybean
Futures Contracts listed on foreign exchanges. However, the Soybean
Futures Contracts available on such foreign exchanges may have
different underlying sizes, deliveries, and prices. In addition,
the Soybean Futures Contracts available on these exchanges may be
subject to their own position limits or similar restrictions. In
any case, notwithstanding the potential availability of these
instruments in certain circumstances, position limits could force
the Fund to limit the number of Creation Baskets that it
sells.
Risks Specific to the Teucrium Sugar Fund
Investors may choose to use the
Fund as a means of investing indirectly in sugar, and there are
risks involved in such investments. The risks and hazards that are
inherent in sugar production may cause the price of sugar to
fluctuate widely. Global price movements for sugar are influenced
by, among other things: weather conditions, crop failure,
production decisions, governmental policies, changing demand, the
sugar harvest cycle, and various economic and monetary events.
Sugar production is also subject to domestic and foreign
regulations that could materially affect
operations.
As discussed in more detail below
price movements for sugar are influenced by, among other things,
weather conditions, crop disease, transportation difficulties,
various planting, growing and harvesting problems, governmental
policies, changing demand, and seasonal fluctuations in supply.
More generally, commodity prices may be influenced by economic and
monetary events such as changes in interest rates, changes in
balances of payments and trade, U.S. and international inflation
rates, currency valuations and devaluations, U.S. and international
economic events, and changes in the philosophies and emotions of
market participants. Because the Fund invests primarily in
interests in a single commodity, it is not a diversified investment
vehicle, and therefore may be subject to greater volatility than a
diversified portfolio of stocks or bonds or a more diversified
commodity pool.
The Fund is subject to the risks
and hazards of the world sugar market because it invests in Sugar
Interests. The two primary sources for the production of sugar are
sugarcane and sugar beets, both of which are grown in various
countries around the world. The risks and hazards that are inherent
in the world sugar market may cause the price of sugar to fluctuate
widely. If the changes in percentage terms of the Fund’s
Shares accurately track the percentage changes in the Benchmark or
the spot price of sugar, then the price of its Shares will
fluctuate accordingly.
The global price and availability
of sugar is influenced by economic and industry conditions,
including but not limited to supply and demand factors such as:
crop disease; weed control; water availability; various planting,
growing, or harvesting problems; severe weather conditions such as
drought, floods, or frost that are difficult to anticipate and
which cannot be controlled; uncontrolled fires, including arson;
challenges in doing business with foreign companies; legal and
regulatory restrictions; fluctuation of shipping rates; currency
exchange rate fluctuations; and political and economic instability.
Global demand for sugar to produce ethanol has also been a
significant factor affecting the price of sugar. Additionally,
demand for sugar is affected by changes in consumer tastes,
national, regional and local economic conditions, and demographic
trends. The spread of consumerism and the rising affluence of
emerging nations such as China and India have created demand for
sugar. An influx of people in developing countries moving from
rural to urban areas may create more disposable income to be spent
on sugar products and might also reduce sugar production in rural
areas on account of worker shortages, all of which would result in
upward pressure on sugar prices. On the other hand, public health
concerns regarding obesity, heart disease and diabetes,
particularly in developed countries, may reduce demand for sugar.
In light of the time it takes to grow sugarcane and sugar beets and
the cost of new facilities for processing these crops, it may not
be possible to increase supply quickly or in a cost-effective
manner in response to an increase in demand for
sugar.
Sugar production is subject to
United States and foreign policies and regulations that materially
affect operations. Governmental policies affecting the agricultural
industry, such as taxes, tariffs, duties, subsidies, incentives,
acreage control, and import and export restrictions on agricultural
commodities and commodity products, can influence the planting of
certain crops, the location and size of crop production, the volume
and types of imports and exports, and industry profitability. Many
foreign countries subsidize sugar production, resulting in lower
prices, but this has led other countries, including the United
States, to impose tariffs and import restrictions on sugar imports.
Sugar producers also may need to comply with various environmental
laws and regulations, such as those regulating the use of certain
pesticides.
Seasonal fluctuations in the price
of sugar may cause risk to an investor because of the possibility
that Share prices will be depressed because of the sugar harvest
cycle. In the futures market, contracts expiring during the harvest
season are typically priced lower than contracts expiring in the
winter and spring. While the sugar harvest seasons varies from
country to country, prices of Sugar Futures Contracts tend to be
lowest in the late spring and early summer and again in early
autumn of the Northern Hemisphere, reflecting the varied harvest
seasons in Brazil, India, and Thailand the world’s leading
producers and exporters of sugarcane. Thus, seasonal fluctuations
could result in an investor incurring losses upon the sale of Fund
Shares, particularly if the investor needs to sell Shares when the
Benchmark Component Futures Contracts are, in whole or part, Sugar
Futures Contracts expiring in the Northern Hemisphere’s late
spring, early summer, or early autumn.
U.S. designated contract markets
such as the ICE Futures and the NYMEX have established position
limits and accountability levels on the maximum net long or net
short Sugar Futures Contracts that any person or group of persons
under common trading control may hold, own or control. The CFTC has
not currently set position limits for Sugar Futures Contracts, and
the ICE Futures and the NYMEX have established position limits only
on spot month Sugar No. 11 Futures Contracts. For example, the ICE
Futures’ position limit for Sugar No. 11 Futures Contracts is
5,000 spot month contracts, whereas the NYMEX Sugar No. 11 Futures
limit is 1,000 spot month contracts, generally applicable only
during the last month before expiration. All Sugar Futures
Contracts held under the control of the Sponsor, including those
held by any future series of the Trust, will be aggregated in
determining the application of these position limits. However,
because spot month contracts are not Benchmark Component Futures
Contracts and the Fund’s roll strategy calls for the sale of
all spot month Sugar No.11 Futures Contracts prior to the time the
position limits would become applicable, it is unlikely that
position limits on Sugar Futures Contracts will come into
play.
In contrast to position limits,
accountability levels are not fixed ceilings, but rather thresholds
above which an exchange may exercise greater scrutiny and control
over an investor, including by imposing position limits on the
investor. For example, the current ICE Futures-established
accountability level for investments in Sugar No. 11 Futures
Contracts for any one month is 10,000, and the accountability level
for all combined months is 15,000. (The current accountability
level for Sugar No. 11 Futures Contracts traded on the NYMEX is
9,000 for any one month, and 9,000 for all combined months. Even
though accountability levels are not fixed ceilings, the Fund does
not intend to invest in Sugar Futures Contracts in excess of any
applicable accountability levels.
All of these limits may
potentially cause a tracking error between the price of the Shares
and the Benchmark. This may in turn prevent you from being able to
effectively use the Fund as a way to hedge against sugar-related
losses or as a way to indirectly invest in
sugar.
If the Fund encounters
accountability levels, position limits, or price fluctuation limits
for Sugar Futures Contracts on ICE Futures, it may then, if
permitted under applicable regulatory requirements, purchase Other
Sugar Interests and/or Sugar Futures Contracts listed on the NYMEX
or foreign exchanges. However, the Sugar Futures Contracts
available on such foreign exchanges may have different underlying
sizes, deliveries, and prices. In addition, the Sugar Futures
Contracts available on these exchanges may be subject to their own
position limits and accountability levels. In any case,
notwithstanding the potential availability of these instruments in
certain circumstances, position limits could force the Fund to
limit the number of Creation Baskets that it
sells.
Risks Specific to the Teucrium Wheat Fund
Investors may choose to use the
Fund as a means of investing indirectly in wheat, and there are
risks involved in such investments. The risks and hazards that are
inherent in wheat production may cause the price of wheat to
fluctuate widely. Price movements for wheat are influenced by,
among other things: weather conditions, crop failure, production
decisions, governmental policies, changing demand, the wheat
harvest cycle, and various economic and monetary events. Wheat
production is also subject to U.S. federal, state and local
regulations that could materially affect
operations.
As discussed in more detail below,
price movements for wheat are influenced by, among other things,
weather conditions, crop disease, transportation difficulties,
various planting, growing and harvesting problems, governmental
policies, changing demand, and seasonal fluctuations in supply.
More generally, commodity prices may be influenced by economic and
monetary events such as changes in interest rates, changes in
balances of payments and trade, U.S. and international inflation
rates, currency valuations and devaluations, U.S. and international
economic events, and changes in the philosophies and emotions of
market participants. Because the Fund invests primarily in
interests in a single commodity, it is not a diversified investment
vehicle, and therefore may be subject to greater volatility than a
diversified portfolio of stocks or bonds or a more diversified
commodity pool.
The Fund is subject to the risks
and hazards of the wheat market because it invests in Wheat
Interests. The risks and hazards that are inherent in the wheat
market may cause the price of wheat to fluctuate widely. If the
changes in percentage terms of the Fund’s Shares accurately
track the percentage changes in the Benchmark or the spot price of
wheat, then the price of its Shares will fluctuate
accordingly.
The price and availability of
wheat is influenced by economic and industry conditions, including
but not limited to supply and demand factors such as: crop disease;
weed control; water availability; various planting, growing, or
harvesting problems; severe weather conditions such as drought,
floods, or frost that are difficult to anticipate and which cannot
be controlled. Demand for food products made from wheat flour is
affected by changes in consumer tastes, national, regional and
local economic conditions, and demographic trends. More
specifically, demand for such food products in the United States is
relatively unaffected by changes in wheat prices or disposable
income, but is closely tied to tastes and preferences. For example,
in recent years the increase in the popularity of low-carbohydrate
diets caused the consumption of wheat flour to decrease rapidly
before rebounding somewhat after 2005. Export demand for wheat
fluctuates yearly, based largely on crop yields in the importing
countries.
Wheat production is subject to
United States federal, state and local policies and regulations
that materially affect operations. Governmental policies affecting
the agricultural industry, such as taxes, tariffs, duties,
subsidies, incentives, acreage control, and import and export
restrictions on agricultural commodities and commodity products,
can influence the planting of certain crops, the location and size
of crop production, the volume and types of imports and exports,
the availability and competitiveness of feedstocks as raw
materials, and industry profitability. Additionally, wheat
production is affected by laws and regulations relating to, but not
limited to, the sourcing, transporting, storing and processing of
agricultural raw materials as well as the transporting, storing and
distributing of related agricultural products. U.S. wheat producers
also must comply with various environmental laws and regulations,
such as those regulating the use of certain pesticides, and local
laws that regulate the production of genetically modified crops. In
addition, international trade disputes can adversely affect
agricultural commodity trade flows by limiting or disrupting trade
between countries or regions.
Seasonal fluctuations in the price
of wheat may cause risk to an investor because of the possibility
that Share prices will be depressed because of the wheat harvest
cycle. In the United States, the market for winter wheat, the type
of wheat upon which CBOT Wheat Futures Contracts are based, is at
its lowest point, and wheat prices are lowest, shortly before and
during the harvest (in the spring or early summer), due to the high
supply of wheat in the market. Conversely, winter wheat prices are
generally highest in the fall or early winter, when the wheat
harvested that year has largely been sold and used. In the futures
market, these seasonal fluctuations are typically reflected in
contracts expiring in the relevant season (e.g., contracts expiring
during the harvest season are typically priced lower than contracts
expiring in the fall and early winter). Thus, seasonal fluctuations
could result in an investor incurring losses upon the sale of Fund
Shares, particularly if the investor needs to sell Shares when the
Benchmark Component Futures Contracts are, in whole or part, Wheat
Futures Contracts expiring in the spring.
Position limits and daily price
fluctuation limits set by the CFTC and the exchanges have the
potential to cause tracking error, which could cause the price of
Shares to substantially vary from the Benchmark and prevent you
from being able to effectively use the Fund as a way to hedge
against wheat-related losses or as a way to indirectly invest in
wheat.
The CFTC and U.S. designated
contract markets such as the CBOT have established position
limits on the maximum net long or net short futures contracts in
commodity interests that any person or group of persons under
common trading control (other than as a hedge, which an investment
by the Fund is not) may hold, own or control. For example, the
current position limit for aggregate investments at any one time in
U.S. exchange traded Wheat Futures Contracts, non-U.S. exchange
linked Wheat Futures Contracts, and over-the-counter wheat swaps
are 600 spot month contracts, 12,000 contracts expiring in any
other single month, or cumulative 12,000 total for all months.
These position limits are fixed ceilings that the Fund would not be
able to exceed without specific CFTC
authorization.
If the Fund encounters position
limits, accountability levels, or price fluctuation limits for
Wheat Futures Contracts on the CBOT, it may then, if permitted
under applicable regulatory requirements, purchase Other Wheat
Interests and/or Wheat Futures Contracts listed on foreign
exchanges. However, the Wheat Futures Contracts available on such
foreign exchanges may have different underlying sizes, deliveries,
and prices. In addition, the Wheat Futures Contracts available on
these exchanges may be subject to their own position limits and
accountability levels. In any case, notwithstanding the potential
availability of these instruments in certain circumstances,
position limits could force the Fund to limit the number of
Creation Baskets that it sells.
Item 1B. Unresolved Staff
Comments
There are no unresolved staff
comments.
Not
applicable.
Item 3. Legal
Proceedings
Although each of the Funds may,
from time to time, be involved in litigation arising out of its
operations in the normal course of business or otherwise, none of
the Funds is currently a party to any pending material legal
proceedings.
Item 4. Mine Safety
Disclosures
Not
applicable.
PART
II
Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchase of Equity
Securities
The principal trading market for
the shares of CORN, SOYB, CANE, WEAT and TAGS is the NYSE
Arca.
Price Range of
Shares
The following tables set forth the
range of reported high and low closing prices of the shares for
each Fund as reported on the NYSE Arca for the fiscal year ended
December 31, 2018 and 2017.
The following table sets forth the
range of reported high and low closing prices of the shares of the
Teucrium Corn Fund (symbol “CORN”) as reported on the
NYSE Arca:
Fiscal Year
Ended December 31, 2018
|
|
|
Quarter
Ended
|
|
|
March 31, 2018
|
$18.10
|
$16.58
|
June 30, 2018
|
$18.48
|
$16.21
|
September 30,
2018
|
$16.98
|
$15.40
|
December 31,
2018
|
$16.62
|
$15.81
|
|
|
|
Fiscal Year
Ended December 31, 2017
|
|
|
Quarter
Ended
|
|
|
March 31, 2017
|
$20.04
|
$18.61
|
June 30, 2017
|
$19.63
|
$18.37
|
September 30,
2017
|
$19.99
|
$17.13
|
December 31,
2017
|
$17.53
|
$16.57
|
The following table sets forth the
range of reported high and low closing prices of the shares of the
Teucrium Soybean Fund (symbol “SOYB”) as reported on
the NYSE Arca:
Fiscal Year
Ended December 31, 2018
|
|
|
Quarter
Ended
|
|
|
March 31, 2018
|
$19.45
|
$17.65
|
June 30, 2018
|
$19.12
|
$16.24
|
September 30,
2018
|
$16.86
|
$15.30
|
December 31,
2018
|
$16.82
|
$15.59
|
|
|
|
Fiscal Year
Ended December 31, 2017
|
|
|
Quarter
Ended
|
|
|
March 31, 2017
|
$20.19
|
$18.12
|
June 30, 2017
|
$18.37
|
$17.34
|
September 30,
2017
|
$19.55
|
$17.57
|
December 31,
2017
|
$18.87
|
$17.76
|
The following table sets forth the
range of reported high and low closing prices of the shares of the
Teucrium Sugar Fund (symbol “CANE”) as reported on the
NYSE Arca:
Fiscal Year
Ended December 31, 2018
|
|
|
Quarter
Ended
|
|
|
March 31, 2018
|
$9.94
|
$8.27
|
June 30, 2018
|
$8.36
|
$7.42
|
September 30,
2018
|
$7.32
|
$6.50
|
December 31,
2018
|
$8.07
|
$6.84
|
|
|
|
Fiscal Year
Ended December 31, 2017
|
|
|
Quarter
Ended
|
|
|
March 31, 2017
|
$14.20
|
$11.87
|
June 30, 2017
|
$11.83
|
$9.00
|
September 30,
2017
|
$10.40
|
$9.31
|
December 31,
2017
|
$10.00
|
$8.88
|
The following table sets forth the
range of reported high and low closing prices of the shares of the
Teucrium Wheat Fund (symbol “WEAT”) as reported on the
NYSE Arca:
Fiscal Year
Ended December 31, 2018
|
|
|
Quarter
Ended
|
|
|
March 31, 2018
|
$6.98
|
$5.88
|
June 30, 2018
|
$7.06
|
$6.15
|
September 30,
2018
|
$7.18
|
$6.07
|
December 31,
2018
|
$6.43
|
$5.93
|
|
|
|
Fiscal Year
Ended December 31, 2017
|
|
|
Quarter
Ended
|
|
|
March 31, 2017
|
$7.58
|
$6.86
|
June 30, 2017
|
$7.83
|
$6.64
|
September 30,
2017
|
$8.29
|
$6.40
|
December 31,
2017
|
$6.55
|
$5.81
|
The following table sets forth the
range of reported high and low closing prices of the shares of the
Teucrium Agricultural Fund (symbol “TAGS”) as reported
on the NYSE Arca:
Fiscal Year
Ended December 31, 2018
|
|
|
Quarter
Ended
|
|
|
March 31, 2018
|
$24.25
|
$21.90
|
June 30, 2018
|
$25.70
|
$20.93
|
September 30,
2018
|
$21.69
|
$19.88
|
December 31,
2018
|
$21.54
|
$20.17
|
|
|
|
Fiscal Year
Ended December 31, 2017
|
|
|
Quarter
Ended
|
|
|
March 31, 2017
|
$27.45
|
$24.71
|
June 30, 2017
|
$24.80
|
$22.92
|
September 30,
2017
|
$25.53
|
$22.14
|
December 31,
2017
|
$22.90
|
$21.20
|
Change in Net
Asset Value per Share
The graphs below reflect the
change in net asset value (“NAV”) per share for each
year during which a Fund has been in operation. For the first
year of operation, the graph reflects the change from the NAV per
share from the initial price at the commencement of operations to
the price on December 31 for that year-ended. For all other
years, the change is from December 31 of the preceding year to
December 31 of that year.
Holders of the
Funds
The table below sets forth the
approximate number of shareholders for each Fund of the Trust as of
December 31, 2018.
Fund
|
Approximate
Number of Shareholders
|
CORN
|
5,311
|
SOYB
|
2,443
|
CANE
|
1,405
|
WEAT
|
3,793
|
TAGS
|
111
|
Use of
Proceeds
The original registration
statement on Form S-1 registering 30,000,000 common units, or
“Shares,” of the Teucrium Corn Fund (File No.
333-162033) was declared effective on June 7, 2010. A second
registration statement on Form S-1 (File No. 333-187463) which
replaced the original registration statement was declared effective
on April 30, 2013 and a third (File No. 333-210010) was declared
effective on April 29, 2016. From June 9, 2010 (the commencement of
operations) through December 31, 2018, 17,200,000 Shares of
the Fund were sold at an aggregate offering price of $508,095,874.
The Fund paid fees to Foreside Fund Services, LLC for its services
to the Fund from June 9, 2010 (the commencement of operations)
through December 31, 2018 in an amount equal to $886,009, resulting
in net offering proceeds of $507,209,865. The offering proceeds
were invested in corn futures contracts and cash and cash
equivalents in accordance with the Fund’s investment
objective stated in the prospectus.
The original registration
statement on Form S-1 registering 10,000,000 common units, or
“Shares,” of Teucrium Soybean Fund (File No.
333-167590) was declared effective on June 17, 2011. A second
registration statement on Form S-1 (File No. 333-196210) which
replaced the original registration statement was declared effective
on June 30, 2014. A third registration statement on Form S-1 (File
No. 333-217247) which replaced the second registration statement
was declared effective on May 1, 2017. A fourth registration
statement on Form S-1 (File No. 333-223940) which replaced the
third registration statement was declared effective on April 30,
2018. From September 19, 2011 (the commencement of the offering)
through December 31, 2018, 4,650,000 Shares of the Fund were sold
at an aggregate offering price of $90,402,276. The Fund
paid fees to Foreside Fund Services, LLC for its services to
the Fund through December 31, 2018 in an amount equal to $115,930,
resulting in net offering proceeds of $90,286,346. The
offering proceeds were invested in soybean futures contracts and
cash and cash equivalents in accordance with the Fund’s
investment objective stated in the prospectus.
The original registration
statement on Form S-1 registering 10,000,000 common units, or
“Shares,” of Teucrium Sugar Fund (File No. 333-167585)
was declared effective on June 17, 2011. A second registration
statement on Form S-1 (File No. 333-196211) which replaced the
original registration statement was declared effective on June 30,
2014. A third registration statement on Form S-1 (File No.
333-217248) which replaced the second registration statement was
declared effective on May 1, 2017. A fourth registration statement
on Form S-1 (File No. 333-223941) which replaced the third
registration statement was declared effective on April 30, 2018.
From September 19, 2011 (the commencement of the offering) through
December 31, 2018, 4,475,000 Shares of the Fund were sold at an
aggregate offering price of $45,028,921. The Fund paid fees to
Foreside Fund Services, LLC for its services to the Fund through
December 31, 2018 in an amount equal to $55,646, resulting in net
offering proceeds of $44,973,275. The offering proceeds were
invested in sugar futures contracts and cash and cash equivalents
in accordance with the Fund’s investment objective stated in
the prospectus.
The original registration
statement on Form S-1 registering 10,000,000 common units, or
“Shares,” of Teucrium Wheat Fund (File No. 333-167591)
was declared effective on June 17, 2011. A second registration
statement on Form S-1 (File No. 333-196209) which replaced the
original registration statement was declared effective on June 30,
2014. A third registration statement on Form S-1 (File No.
333-212481) which registered a total of 25,350,000 shares was
declared effective on July 15, 2016. From September 19, 2011 (the
commencement of the offering) through December 31, 2018, 18,875,000
Shares of the Fund were sold at an aggregate offering price of
$169,173,950. The Fund paid fees to Foreside Fund
Services, LLC for its services to the Fund through December 31,
2018 in an amount equal to $277,575, resulting in net offering
proceeds of $168,896,375. The offering proceeds were invested
in wheat futures contracts and cash and cash equivalents in
accordance with the Fund’s investment objective stated in the
prospectus.
The original registration
statement on Form S-1 registering 5,000,000 common units, or
“Shares,” of Teucrium Agricultural Fund (File No.
333-173691) was declared effective on February 10, 2012. A second
registration statement on Form S-1 (File No. 333-201953) which
replaced the original registration statement was declared effective
on April 30, 2015. A third registration statement on Form S-1 (File
No. 333-223943) which replaced the second registration statement
was declared effective on April 30, 2018. From March 28, 2012 (the
commencement of the offering) through December 31, 2018, 375,000
Shares of the Fund were sold at an aggregate offering price of
$18,285,685. The Fund paid fees to Foreside Fund Services, LLC for
its services to the Fund through December 31, 2018 in an amount
equal to $10,058, resulting in net offering proceeds of
$18,275,627. The offering proceeds were invested in Shares of the
Underlying Funds and cash and cash equivalents in accordance with
the Fund’s investment objective stated in the
prospectus.
Issuer
Purchases of Equity Securities
The Sponsor, the Trust or any Fund
do not purchase shares directly from shareholders; however, the
information below details for the current period, October 1, 2018
to December 31, 2018, by month and for the year ended December 31,
2018, the share purchases in connection with the redemption of
baskets by Authorized Purchasers.
Issuer
Purchases of CORN Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
|
|
Under the Plans or
Programs
|
October 1, 2018 to October 31,
2018
|
250,000
|
$16.27
|
N/A
|
N/A
|
November 1, 2018 to November 31,
2018
|
125,000
|
$16.24
|
N/A
|
N/A
|
December 1, 2018 to December 31,
2018
|
375,000
|
$16.22
|
N/A
|
N/A
|
|
|
|
|
|
January 1, 2018 to December 31,
2018
|
1,900,000
|
$16.62
|
N/A
|
N/A
|
Issuer
Purchases of SOYB Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
|
|
Under the Plans or
Programs
|
October 1, 2018 to October 31,
2018
|
75,000
|
$15.60
|
N/A
|
N/A
|
November 1, 2018 to November 31,
2018
|
75,000
|
$16.08
|
N/A
|
N/A
|
December 1, 2018 to December 31,
2018
|
100,000
|
$16.36
|
N/A
|
N/A
|
|
|
|
|
|
January 1, 2018 to December 31,
2018
|
425,000
|
$16.38
|
N/A
|
N/A
|
Issuer
Purchases of WEAT Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
|
|
Under the Plans or
Programs
|
October 1, 2018 to October 31,
2018
|
450,000
|
$6.12
|
N/A
|
N/A
|
November 1, 2018 to November 31,
2018
|
75,000
|
$6.22
|
N/A
|
N/A
|
December 1, 2018 to December 31,
2018
|
75,000
|
$6.09
|
N/A
|
N/A
|
|
|
|
|
|
January 1, 2018 to December 31,
2018
|
2,975,000
|
$6.48
|
N/A
|
N/A
|
Issuer
Purchases of CANE Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
|
|
Under the Plans or
Programs
|
October 1, 2018 to October 31,
2018
|
625,000
|
$7.82
|
N/A
|
N/A
|
November 1, 2018 to November 31,
2018
|
250,000
|
$7.74
|
N/A
|
N/A
|
December 1, 2018 to December 31,
2018
|
125,000
|
$7.32
|
N/A
|
N/A
|
|
|
|
|
|
January 1, 2018 to December 31,
2018
|
1,575,000
|
$7.45
|
N/A
|
N/A
|
Issuer
Purchases of TAGS Shares: Nothing to
Report
Dividends
Neither the Trust nor any Fund has
made, and there are no plans to make any cash distributions to
shareholders.
Item 6. Selected Financial
Data
Financial Highlights for the
Teucrium Corn Fund (for the years ended December 31, 2018, 2017,
2016, 2015 and 2014).
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets
|
$56,379,057
|
$64,901,479
|
$73,213,541
|
$61,056,223
|
$108,459,507
|
Net realized and
unrealized loss on futures contracts
|
$(2,373,675)
|
$(5,984,276)
|
$(6,991,162)
|
$(14,193,913)
|
$(4,449,213)
|
Net
loss
|
$(3,413,397)
|
$(7,715,090)
|
$(9,564,067)
|
$(17,183,472)
|
$(7,947,064)
|
Weighted-average shares
outstanding
|
4,169,662
|
3,714,045
|
3,598,843
|
3,243,223
|
3,460,141
|
Net loss per
share
|
$(0.64)
|
$(2.02)
|
$(2.47)
|
$(5.38)
|
$(4.02)
|
Net loss per weighted
average share
|
$(0.82)
|
$(2.08)
|
$(2.66)
|
$(5.30)
|
$(2.30)
|
Cash and cash
equivalents at end of year
|
$58,910,133
|
$63,139,461
|
$69,072,284
|
$57,110,089
|
$106,858,496
|
Financial Highlights for the
Teucrium Soybean Fund (for the years ended December 31,
2018, 2017, 2016, 2015 and 2014).
|
|
|
|
|
|
|
|
|
|
|
|
Net assets
|
$27,942,017
|
$10,264,025
|
$12,882,100
|
$6,502,552
|
$11,956,149
|
Net realized and unrealized (loss) gain on futures
contracts
|
$(1,448,225)
|
$(785,113)
|
$1,507,050
|
$(1,301,212)
|
$(366,913)
|
Net (loss) income
|
$(1,764,857)
|
$(1,115,780)
|
$1,094,528
|
$(1,517,824)
|
$(582,405)
|
Weighted-average shares outstanding
|
1,261,579
|
717,607
|
623,023
|
386,237
|
251,648
|
Net (loss) income per share
|
$(1.65)
|
$(1.23)
|
$1.74
|
$(3.45)
|
$(2.16)
|
Net (loss) income per weighted average share
|
$(1.40)
|
$(1.55)
|
$1.76
|
$(3.93)
|
$(2.31)
|
Cash and cash equivalents at end of year
|
$26,774,939
|
$9,942,185
|
$12,300,383
|
$5,937,824
|
$11,505,788
|
Financial Highlights for the
Teucrium Sugar Fund (for the years ended December 31,
2018, 2017, 2016, 2015 and 2014).
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets
|
$10,778,739
|
$6,363,710
|
$5,513,971
|
$5,508,663
|
$2,661,212
|
Net realized
and unrealized (loss) gain on futures contracts
|
$(2,245,847)
|
$(2,171,724)
|
$1,457,243
|
$(411,880)
|
$(451,965)
|
Net (loss)
income
|
$(2,435,786)
|
$(2,290,088)
|
$1,349,263
|
$(475,806)
|
$(502,562)
|
Weighted-average
shares outstanding
|
1,620,415
|
674,456
|
507,654
|
373,018
|
195,963
|
Net (loss)
income per share
|
$(2.72)
|
$(3.18)
|
$2.95
|
$(1.81)
|
$(2.27)
|
Net (loss)
income per weighted average share
|
$(1.50)
|
$(3.40)
|
$2.66
|
$(1.28)
|
$(2.56)
|
Cash and cash
equivalents at end of year
|
$10,261,941
|
$5,929,275
|
$5,016,531
|
$4,932,791
|
$2,489,338
|
Financial Highlights for the
Teucrium Wheat Fund (for the years ended December 31,
2018, 2017, 2016, 2015 and 2014).
|
|
|
|
|
|
|
|
|
|
|
|
Net assets
|
55,149,873
|
$61,416,019
|
$62,344,759
|
$26,529,260
|
$22,263,457
|
Net realized and unrealized income (loss) on futures
contracts
|
1,112,762
|
$(3,979,575)
|
$(11,628,525)
|
$(7,200,826)
|
$(1,070,987)
|
Net income (loss)
|
15,244
|
$(5,589,587)
|
$(13,111,481)
|
$(8,137,705)
|
$(1,748,035)
|
Weighted-average shares outstanding
|
10,111,031
|
9,594,936
|
5,340,851
|
2,470,483
|
1,408,223
|
Net loss per share
|
(0.04)
|
$(0.90)
|
$(2.26)
|
$(3.57)
|
$(2.12)
|
Net loss per weighted average share
|
0.00
|
$(0.58)
|
$(2.45)
|
$(3.29)
|
$(1.24)
|
Cash and cash equivalents at end of year
|
63,300,447
|
$58,932,231
|
$58,931,911
|
$24,579,091
|
$21,568,368
|
Financial Highlights for the
Teucrium Agricultural Fund (for
the years ended December 31, 2018, 2017, 2016, 2015 and
2014).
|
|
|
|
|
|
|
|
|
|
|
|
Net assets
|
$1,524,760
|
$1,137,639
|
$1,316,370
|
$1,329,390
|
$1,652,749
|
Net realized and unrealized loss on securities
|
$(184,933)
|
$(172,534)
|
$(6,231)
|
$(316,182)
|
$(234,501)
|
Net loss
|
$(191,986)
|
$(178,731)
|
$(13,020)
|
$(323,359)
|
$(243,693)
|
Weighted-average shares outstanding
|
68,153
|
50,002
|
50,002
|
50,002
|
50,002
|
Net loss per share
|
$(2.42)
|
$(3.58)
|
$(0.26)
|
$(6.46)
|
$(4.88)
|
Net loss per weighted average share
|
$(2.82)
|
$(3.57)
|
$(0.26)
|
$(6.47)
|
|