Attached files
file | filename |
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EX-23 - CONSENTS OF EXPERTS AND COUNSEL - Teucrium Commodity Trust | exhibit232.htm |
EX-8 - OPINION ON TAX MATTERS - Teucrium Commodity Trust | exhibit8-1.htm |
EX-5 - OPINION ON LEGALITY - Teucrium Commodity Trust | exhibit5-1.htm |
As filed with the Securities
and Exchange Commission on April 19, 2021
Registration No.
333-254650
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
Pre-Effective Amendment No. 1
to FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Teucrium Commodity
Trust
(Registrant)
Delaware
(State or other jurisdiction
of incorporation or organization)
6799
(Primary Standard Industrial
Classification Code Number)
45-0602467
(I.R.S. Employer
Identification No.)
c/o Teucrium Trading,
LLC
Three Main
Street
Suite 215
Burlington, VT
05401
Phone: (802)
540-0019
(Address, including zip code,
and telephone number, including area code, of Registrant’s
principal executive offices)
Sal
Gilbertie
Chief Executive
Officer
Teucrium Trading,
LLC
Three Main
Street
Suite 215
Burlington, VT
05401
Phone: (802)
540-0019
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copy
to:
W. Thomas Conner,
Esq.
VedderPrice
P.C.
1401 I Street
NW
Suite
1100
Washington, DC
20005
i
Approximate date of commencement of proposed
sale to the public: As soon as practicable after the effective date
of this Registration Statement.
If any of the securities being registered on
this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, check the
following box. ☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated
filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
☐
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Accelerated filer ☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
Emerging growth company
☐
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If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ☐
ii
CALCULATION OF REGISTRATION
FEE
Title of Securities
to be Registered
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Proposed
Maximum
Offering Price
Per Share*
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Amount of
Registration
Fee
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||||
Common units of Teucrium Agricultural Fund, a
series of the Registrant
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$
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23.57
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*
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*
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As discussed below, pursuant to Rule 415(a)(6)
under the Securities Act, this Registration Statement carries over
4,375,000 shares that have been previously registered, for which
filing fees have already been paid. The filing fee previously paid
with respect to the shares being carried forward to this
Registration Statement reduces the amount of fees currently due to
$0.00.
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This Registration Statement
contains a combined prospectus under Rule 429 of the Securities Act
which related to earlier Registration Statements (File No.
333-223943). Upon effectiveness, this Registration Statement, which
is a new Registration Statement, will also act as a post-effective
amendment to each such earlier Registration
Statement.
Pursuant to Rule 415(a)(6) under the Securities
Act, the securities registered pursuant to this Registration
Statement include unsold securities previously registered for sale
pursuant to the Registrant’s Registration Statement on Form
S-1 (File No. 333-223943), filed by the Registrant on April 20,
2018 (the “2018 Registration Statement”). The 2018
Registration Statement carried over unsold securities previously
registered for sale pursuant to the Registrant’s Registration
Statement on Form S-1 (333-201953), filed with the SEC on April 13,
2015. Approximately 4,375,000 of such shares of beneficial
interests registered on the Registration Statement filed on April
20, 2018 remain unsold. The unsold amount of shares of common stock
(and associated filing fees paid) is being carried forward to this
Registration Statement. Pursuant to Rule 415(a)(6), the offering of
unsold securities under the prior Registration Statement will be
deemed terminated as of the date of effectiveness of this
Registration Statement.
The registrant hereby amends
this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may
determine.
iii
The information in
this prospectus is not complete and may be changed. We may not sell
these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any jurisdiction where the offer
or sale is not permitted.
Subject to Completion
Preliminary Prospectus dated
April 19, 2021
Teucrium Agricultural
Fund
4,375,000
Shares
Teucrium Agricultural Fund (the
“Fund” or “Us” or “We” or
“TAGS”) is designed to provide investors with a
cost-effective means to gain price exposure to four agricultural
commodity markets, specifically corn, soybeans, wheat and sugar for
future delivery. The Fund issues shares (“Shares”) that
trade on the NYSE Arca stock exchange (“NYSE Arca”)
under the symbol “TAGS” and that can be purchased and
sold by investors through their broker-dealer. The Fund seeks to
provide daily investment results that reflect the combined daily
performance of four other commodity pools, specifically, the
Teucrium Corn Fund, Teucrium Soybean Fund, Teucrium Wheat Fund and
Teucrium Sugar Fund (collectively, the “Underlying
Funds”). Under normal market conditions, the Fund invests in
shares of the Underlying Funds and, to a lesser extent, cash
equivalents. The sponsor to the Fund is Teucrium Trading, LLC (the
“Sponsor”), which receives a management fee. The
principal office address and telephone number of both the Fund and
the Sponsor is Three Main Street, Suite 215, Burlington, Vermont
05401 and (802) 540-0019.
While most investors will purchase and sell
Shares through their broker-dealer, the Fund continuously offers
creation baskets consisting of 12,500 Shares (“Creation
Baskets”) at their net asset value (“NAV”) to
certain parties who have entered into an agreement with the Sponsor
(“Authorized Purchasers”). Authorized Purchasers, in
turn, may sell such Shares, which are listed on NYSE Arca, to the
public at per-Share offering prices that are expected to reflect,
among other factors, the trading price of the Shares on the NYSE
Arca, the NAV of the Fund at the time the Authorized Purchaser
purchased the Creation Baskets and the NAV at the time of the offer
of the Shares to the public, the supply of and demand for Shares at
the time of sale, and the liquidity of the markets for agricultural
commodity futures contracts in which the Fund invests. A list of
the Fund’s Authorized Purchasers as of the date of this
Prospectus can be found under “Plan of Distribution –
Distributor and Authorized
Purchasers,” on page 48. The prices of Shares offered
by Authorized Purchasers are expected to fall between the
Fund’s NAV and the trading price of the Shares on the NYSE
Arca at the time of sale. The Fund’s Shares may trade in the
secondary market on the NYSE Arca at prices that are lower or
higher than their NAV per Share.
This is a best efforts offering; the
distributor, Foreside Fund Services, LLC (the
“Distributor”), is not required to sell any specific
number or dollar amount of Shares but will use its best efforts to
sell Shares. An Authorized Purchaser is under no obligation to
purchase Shares. This is intended to be a continuous offering that
will terminate April 30, 2024, unless suspended or terminated at
any earlier time for certain reasons specified in this prospectus
or unless extended as permitted under the rules of the Securities
Act of 1933. See “Prospectus Summary – The
Shares” and “Creation and Redemption of Shares –
Rejection of Purchase Orders” below.
Investing in the Fund
involves significant risks. See “What Are the Risk Factors
Involved with an Investment in the Fund?” beginning on page
12. The Fund is not a mutual fund registered under the Investment
Company Act of 1940 and is not subject to regulation under such
Act.
NEITHER THE SECURITIES AND
EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN
THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Teucrium Agricultural Fund is a commodity pool
and Teucrium Trading, LLC is a commodity pool operator subject to
regulation by the Commodity Futures Trading Commission and the
National Futures Association under the Commodity Exchange Act
(“CEA”).
THE COMMODITY FUTURES TRADING
COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS
POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF
THIS DISCLOSURE DOCUMENT.
This prospectus is in two
parts: a disclosure document and a statement of additional
information. These parts are bound together, and both contain
important information.
Thank you for your interest in the Teucrium Agricultural
Fund.
The date of this prospectus is May 1,
2021.
1
COMMODITY FUTURES TRADING
COMMISSION
RISK DISCLOSURE
STATEMENT
YOU SHOULD CAREFULLY CONSIDER
WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A
COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY
INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS.
SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE
POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN
ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO
WITHDRAW YOUR PARTICIPATION IN THE POOL.
FURTHER, COMMODITY POOLS MAY
BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND
BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE
SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO
AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE
DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE
CHARGED THIS POOL AT PAGE 45 AND A STATEMENT OF THE PERCENTAGE
RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF
YOUR INITIAL INVESTMENT, AT PAGE 10.
THIS BRIEF STATEMENT CANNOT
DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR
PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE
TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY
THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL
RISK FACTORS OF THIS INVESTMENT, AT PAGE 6.
YOU SHOULD ALSO BE AWARE THAT
THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS.
TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES,
INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE
SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED
PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES
REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF
THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES
JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE
EFFECTED.
SWAPS TRANSACTIONS, LIKE
OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT
RISKS. THE SPECIFIC RISKS PRESENTED BY A PARTICULAR SWAP
TRANSACTION NECESSARILY DEPEND UPON THE TERMS OF THE TRANSACTION
AND YOUR CIRCUMSTANCES. IN GENERAL, HOWEVER, ALL SWAPS TRANSACTIONS
INVOLVE SOME COMBINATION OF MARKET RISK, CREDIT RISK, COUNTERPARTY
CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND OPERATIONAL
RISK.
HIGHLY CUSTOMIZED SWAPS
TRANSACTIONS IN PARTICULAR MAY INCREASE LIQUIDITY RISK, WHICH MAY
RESULT IN A SUSPENSION OF REDEMPTIONS. HIGHLY LEVERAGED
TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL GAINS OR LOSSES IN VALUE AS
A RESULT OF RELATIVELY SMALL CHANGES IN THE VALUE OR LEVEL OF AN
UNDERLYING OR RELATED MARKET FACTOR.
IN EVALUATING THE RISKS AND
CONTRACTUAL OBLIGATIONS ASSOCIATED WITH A PARTICULAR SWAP
TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A SWAP TRANSACTION
MAY BE MODIFIED OR TERMINATED ONLY BY MUTUAL CONSENT OF THE
ORIGINAL PARTIES AND SUBJECT TO AGREEMENT ON INDIVIDUALLY
NEGOTIATED TERMS. THEREFORE, IT MAY NOT BE POSSIBLE FOR THE
COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE POOL'S
OBLIGATIONS OR THE POOL'S EXPOSURE TO THE RISKS ASSOCIATED WITH A
TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION
DATE.
2
TEUCRIUM AGRICULTURAL
FUND
TABLE OF
CONTENTS
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PAGE
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PART ONE DISCLOSURE
DOCUMENT
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1
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PROSPECTUS SUMMARY
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4
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Principal Offices of the Fund and the
Sponsor
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4
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Breakeven Point
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4
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Operation of the Fund
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4
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Principal Investment Risks of an Investment in
the Fund
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6
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Determination of NAV
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7
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Defined Terms
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7
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Breakeven Analysis
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7
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WHAT ARE THE RISK FACTORS INVOLVED WITH AN
INVESTMENT IN THE FUND?
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12
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Risks Associated with Investing Directly or
Indirectly in Agricultural Commodities
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12
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The Funds Operating Risks
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17
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Risk of Leverage and
Volatility
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26
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Over the counter Contract
Risk
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27
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Risk of Trading in International
Markets
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28
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THE
OFFERING
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31
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The Fund in
General
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31
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The Sponsor
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31
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Prior Performance of the
Fund
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35
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The
Trustee
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36
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Operation of the Fund
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37
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Futures Contracts
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38
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Over the counter Derivatives
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40
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Other Trading Policies of the
Fund
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41
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Benchmark Performance
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42
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The Funds Service Providers
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42
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Form of Shares
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47
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Transfer of Shares
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47
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Inter-Series Limitation on
Liability
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48
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Plan of Distribution
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48
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Calculating NAV
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49
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Creation and Redemption of
Shares
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50
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Secondary Market
Transactions
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54
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Use of Proceeds
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54
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The Trust Agreement
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55
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The Sponsor Has Conflicts of
Interest
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57
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Interests of Named Experts and
Counsel
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58
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Provisions of Federal and State Securities
Laws
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59
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Books and Records
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59
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Statements, Filings, and Reports to
Shareholders
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59
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Fiscal Year
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59
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Governing Law
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60
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Legal Matters
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60
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Privacy Policy
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61
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U.S. Federal Income Tax
Considerations
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62
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Investment by ERISA Accounts
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72
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INCORPORATION BY REFERENCE OF CERTAIN
INFORMATION
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75
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INFORMATION YOU SHOULD KNOW
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76
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WHERE YOU CAN FIND MORE
INFORMATION
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77
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STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
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78
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APPENDIX A -
Glossary of Defined
Terms
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79
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PART TWO STATEMENT OF
ADDITIONAL INFORMATION
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82
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3
This is only a summary of
the prospectus and, while it contains material information about
the Fund and its Shares, it does not contain or summarize all of
the information about the Fund and the Shares contained in this
prospectus that is material and/or which may be important to you.
You should read this entire prospectus, including “What Are
the Risk Factors Involved with an Investment in the Fund?”
beginning on page 12, before making an investment decision about
the Shares. In addition, this prospectus includes a statement of
additional information that follows and is bound together with the
primary disclosure document. Both the primary disclosure document
and the statement of additional information contain important
information.
Principal Offices of the Fund
and the Sponsor
The Fund is a series of Teucrium Commodity Trust
(the “Trust”). The principal offices of the Sponsor,
the Trust and the Fund are located at Three Main Street, Suite 215,
Burlington, Vermont 05401. The telephone number is (802)
540-0019.
Breakeven
Point
The amount of trading income required for the
redemption value of a Share at the end of one year to equal the
selling price of the Share, assuming a selling price of $22.01 (the
NAV per Share as of January 31, 2021), is $0.04 or 0.18% of the
selling price. For more information, see “Breakeven
Analysis” below.
Operation of the
Fund
The Fund is a commodity pool that issues Shares
that may be purchased and sold on the NYSE Arca stock exchange. The
investment objective of the Fund is to provide daily investment
results that reflect the combined daily performance of four other
commodity pools that are series of the Trust and sponsored by the
Sponsor: the Teucrium Corn Fund, Teucrium Wheat Fund, Teucrium
Soybean Fund and Teucrium Sugar Fund (collectively, the
“Underlying Funds”). The combined daily performance of
each of the four Underlying Funds is a weighted average of the
performance of each Fund. The Benchmark for the Fund is the
Teucrium Agricultural Fund Index (“TTAGS”). Under
normal market conditions, the Fund seeks to achieve its investment
objective generally by investing equally in shares of each
Underlying Fund and, to a lesser extent, cash equivalents. The
Fund’s investments in shares of Underlying Funds is
rebalanced, generally on a daily basis, in order to maintain
approximately a 25% allocation of the Fund’s assets to each
Underlying Fund.
The Fund is organized as a series of the Trust,
a Delaware statutory trust organized on September 11, 2009. The
Trust and the Fund operate pursuant to the Trust’s Fifth
Amended and Restated Declaration of Trust and Trust Agreement (the
“Trust Agreement”), dated April 26, 2019. The Trust
Agreement may be found on the SEC’s EDGAR filing database at
https://www.sec.gov/Archives/edgar/data/1471824/000165495419004871/ex31.htm.
The Fund was formed and is managed and controlled by the Sponsor, a
limited liability company formed in Delaware on July 28, 2009. The
Sponsor is registered as a commodity pool operator
(“CPO”) and a commodity trading adviser
(“CTA”) with the Commodity Futures Trading Commission
(“CFTC”) and is a member of the National Futures
Association (“NFA”).
The investment objective of each Underlying Fund
is to have the daily changes in the NAV of the Fund’s Shares
reflect the daily changes in a weighted average of the closing
settlement prices for certain futures contracts for the commodity
specified in the Underlying Fund’s name. (This weighted
average is referred to herein as the Underlying Fund’s
“Benchmark,” the Futures Contracts that at any given
time make up an Underlying Fund’s Benchmark are referred to
herein as the Underlying Fund’s “Benchmark Component
Futures Contracts,” and the commodity specified in the
Underlying Fund’s name is referred to herein as its
“Specified Commodity.”) The Benchmark Component Futures
Contracts that comprise each Underlying Fund’s Benchmark are
described in “The Offering – Operation of the
Fund” below.
Each Underlying Fund seeks to achieve its
investment objectives primarily by investing in its Benchmark
Component Futures Contracts. Under normal market conditions, each
Underlying Fund expects that 100% of its assets will be invested in
Benchmark Component Futures Contracts and in cash and cash
equivalents. Each Underlying Fund reserves the right to invest in
swap agreements, forward contracts and options, a brief description
of which may be found in “Appendix A- “Glossary of
Defined Terms.”
4
Consistent with applicable provisions of the
Trust Agreement and Delaware law, the Fund has broad authority to
make changes to the Fund’s operations. Consistent with this
authority, the Fund, in its sole discretion and without shareholder
approval or advance notice, may change its investment objective,
Benchmark or investment strategies. The Fund has no current
intention to make any such change, and any change is subject to
applicable regulatory requirements, including, but not limited to,
any requirement to amend applicable listing rules of the
NYSE.
The reasons for and circumstances that may
trigger any such changes may vary widely and cannot be predicted.
However, by way of example, the Fund may change the weighting or
underlying components of the Benchmark in furtherance of the
Fund’s investment objective of tracking the combined daily
performance of the Underlying Funds. This could be done for a
variety of market conditions, including a potential or actual
imposition of position limits by the CFTC or futures exchange
rules, or the imposition of risk mitigation measures by a futures
commission merchant restricts the ability of an Underlying Fund to
invest in its current Benchmark Component Futures Contracts. The
Fund and the applicable Underlying Fund would file a current report
on Form 8-K and a prospectus supplement to describe any such change
and the effective date of the change. Shareholders may modify their
holdings of the Fund’s shares in response to any change by
purchasing or selling Fund shares through their
broker-dealer.
The Underlying Funds incur certain expenses in
connection with their operations and hold most of their assets in
income producing cash and cash equivalents for margin and other
liquidity purposes and to meet redemptions that may be necessary on
an ongoing basis. These expenses and income cause imperfect
correlation between changes in the Underlying Fund’s NAV and
changes in each respective Benchmark, because the Benchmarks do not
reflect expenses or income. Investors should be aware that because
the Underlying Funds incur certain expenses on an ongoing basis,
they may incur a partial or complete loss of their investment even
when the performance of the Benchmarks are
positive.
While the Fund expects to maintain substantially
all of its assets in shares of the Underlying Funds at all times,
the Fund may hold some residual amount of assets in cash
equivalents, and/or merely hold such assets in cash (generally in
interest-bearing accounts). The Underlying Funds invest in
Benchmark Component Futures Contracts to the fullest extent
possible without being leveraged or unable to satisfy their
expected current or potential margin or collateral obligations with
respect to their investments in Benchmark Component Futures
Contracts. After fulfilling such margin and collateral
requirements, the Underlying Funds invest the remainder of its
proceeds from the sale of baskets in short term financial
instruments of the type commonly known as “cash and cash
equivalents.” Cash and cash equivalents may include
short-term Treasury bills, money market funds, demand deposit
account, and commercial paper.
The Sponsor employs a “neutral”
investment strategy to provide daily investment results that
reflect the combined daily performance of the Underlying Funds,
regardless of whether the prices of the Underlying Funds go up or
down. The Fund’s and Underlying Funds’
“neutral” investment strategies are designed to permit
investors generally to purchase and sell the Fund’s Shares
for the purpose of investing indirectly in the agricultural
commodities market in a cost-effective manner. The Sponsor
endeavors to invest the Fund’s assets as fully as possible in
the Underlying Funds so that the performance of the Fund closely
correlates with the combined performance of the Underlying
Funds.
Investors may purchase and
sell Shares through their broker-dealers. However, the Fund creates
and redeems Shares only in blocks called “Creation
Baskets” and “Redemption Baskets,” respectively,
and only Authorized Purchasers may purchase or redeem Creation
Baskets or Redemption Baskets. An Authorized Purchaser is under no
obligation to create or redeem baskets, and an Authorized Purchaser
is under no obligation to offer to the public Shares of any baskets
it does create. Baskets are generally created when there is a
demand for Shares, including, but not limited to, when the market
price per share is at (or perceived to be at) a premium to the NAV
per Share. Similarly, baskets are generally redeemed when the
market price per share is at (or perceived to be at) a discount to
the NAV per Share. Retail investors seeking to purchase or sell
Shares on any day are expected to effect such transactions in the
secondary market, on the NYSE Arca, at the market price per share,
rather than in connection with the creation or redemption of
baskets.
The Sponsor maintains a public website on behalf
of the Fund, www.teucrium.com, which contains information about the
Trust, the Fund, the Shares, and the Underlying
Funds.
5
Note to
Secondary Market Investors: Except when aggregated in Redemption Baskets,
Shares are not individually redeemable. Shares can be directly purchased from the Fund
only in Creation Baskets, and only by Authorized Purchasers. Each
Creation Basket consists of 12,500 Shares and therefore requires a
significant financial commitment to purchase. Accordingly,
investors who do not have such resources or who are not Authorized
Purchasers should be aware that some of the information contained
in this prospectus, including information about purchases and
redemptions of Shares directly with the Fund, is only relevant to
Authorized Purchasers. There is no guarantee that Shares will trade
at prices that are at or near the per-Share NAV. When buying or
selling Shares on the secondary market through a broker, most
investors incur customary brokerage commissions and
charges.
U.S. Federal Income Tax
Considerations
As is described more fully in “U.S.
Federal Income Tax Considerations,” it is intended that the
Fund be classified as a partnership not taxable as a corporation
for U.S. federal income tax purposes. Based in part upon
representations of the Sponsor and the Trust, the Fund has obtained
a legal opinion that, although the matter is not free from doubt,
it is more likely than not that the Fund will be so classified.
Assuming that the Fund is classified as a partnership not taxable
as a corporation for U.S. federal income tax purposes, the Fund
will not incur a U.S. federal income tax liability; rather, each
Shareholder will be required to take into account its allocable
share of the Fund's income, gains, losses, deductions, and other
tax items. See “U.S.
Federal Income Tax Considerations” for information about the
U.S. federal income tax consequences of the purchase, ownership and
disposition of Shares.
As noted, the Fund invests in
Shares of the Teucrium Corn Fund, Teucrium Wheat Fund, Teucrium
Sugar Fund, and Teucrium Soybean Fund. The Underlying Funds
primarily invest in Futures Contracts on corn, wheat, sugar and
soybeans, respectively, including those traded on the CBOT and the
ICE Futures. The Fund expressly disclaims any association with the
CBOT or ICE Futures or endorsement of the Fund by such exchanges
and acknowledges that “CBOT,” “Chicago Board of
Trade,” “ICE Futures,” and “ICE Futures
US” are registered trademarks of the respective
exchanges.
Principal Investment Risks of
an Investment in the Fund
An investment in the Fund involves a degree of
risk and you could incur a partial or total loss of your investment
in the Fund. Some of the risks you may face are summarized below. A
more extensive discussion of these risks appears beginning on page
12.
●
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, the Fund generally does not
distribute dividends to holders of Fund Shares
(“Shareholders”). You should not invest in the 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.
●
Investors
may choose to use the Fund as a means of investing indirectly in
agricultural commodities, and there are risks involved in this
investment strategy. The risks and hazards that are inherent in
agriculture may cause the price of agricultural commodities to
fluctuate widely.
●
Only an
Authorized Purchaser may engage in creation or redemption
transactions with the Fund. The Fund has a limited number of
institutions that act as Authorized Purchasers. To the extent that
these institutions exit the business or are unable or unwilling to
proceed with creation and/or redemption orders with respect to the
Fund, Fund Shares may, particularly in times of market stress,
trade at a discount to the NAV per Share and possibly face trading
halts and/or delisting.
●
The Fund
seeks to have its performance track the combined performance of
Underlying Funds rather than profit from speculative trading of
Commodity Futures Contracts or from the use of leverage (i.e., the
Sponsor manages the Fund and the Underlying Funds so that the
aggregate notional amount of an Underlying Fund’s exposure to
losses from its investments in Benchmark Component Futures
Contracts at any time will not exceed the value of the Underlying
Fund’s assets). There is no assurance that the Sponsor will
successfully implement this investment strategy, and if the Fund
becomes leveraged, you could lose all or a substantial portion of
your investment if the Underlying Fund’s trading positions
suddenly turn unprofitable.
6
●
The
Underlying Funds 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 Benchmark Component Futures Contracts and will expose the
Underlying Funds (and, by extension, the Fund) to credit risk that
their counterparties may not be able to satisfy their obligations
to the Underlying Funds.
●
You will
have no rights to participate in the management of the Fund and
will have to rely on the duties and judgment of the Sponsor to
manage the Fund.
●
The Fund and
the Underlying Funds pay fees and expenses that are incurred
regardless of whether they are profitable.
●
The
regulation of commodity interest transactions in the United States
has historically been comprehensive and is a rapidly changing area
of law and is subject to ongoing modification by governmental and
judicial action. Future U.S. or foreign regulatory changes may
alter the nature of an investment in the Fund, or the ability of
the Fund to continue to implement its investment
strategy.
●
Failures or
breaches of the electronic systems of the Fund, the Sponsor, or
third parties or other events such as the recent COVID-19 pandemic
have the ability to cause disruptions and negatively impact the
Fund’s business operations, potentially resulting in
financial losses to the Fund and its
shareholders.
●
If the Fund
experienced redemptions that caused the number of Shares
outstanding to decrease to the minimum level of Shares required to
be outstanding, until the minimum number of Shares is again
exceeded through the purchase of a new Creation Basket, there can
be no more redemptions by an Authorized Purchaser. In such case,
market makers may be less willing to purchase Shares from investors
in the secondary market, which may in turn limit the ability of
Shareholders of the Fund to sell their Shares in the secondary
market.
For additional risks, see “What Are the
Risk Factors Involved with an Investment in the
Fund?”
Determination of
NAV
The Fund’s NAV is determined as of the
earlier of the close of the New York Stock Exchange or 4:00 p.m.
(ET) on each day that the NYSE Arca is open for
trading.
Defined
Terms
For a glossary of defined terms, see Appendix
A.
Breakeven
Analysis
The breakeven analysis set forth below is a
hypothetical illustration of the approximate dollar returns and
percentage returns for the redemption value of a single share to
equal the amount invested twelve months after the investment is
made. For purposes of this breakeven analysis, an initial selling
price of $22.01 per share, which equals the NAV per share at the
close of trading January 31, 2021, is assumed. The breakeven
analysis is an approximation only and assumes a constant month-end
Net Asset Value. In order for a hypothetical investment in shares
to breakeven over the next 12 months, assuming a selling price of
$22.01 per share, the investment would have to generate a 0.18% or
$0.04 return.
7
The breakeven analysis refers to the redemption
of baskets by Authorized Participants and is not related to any
gains an individual investor would have to achieve in order to
break even. The breakeven analysis is an approximation
only.
|
Per Share
|
|
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Assumed initial selling price per share
(1)
|
$22.01
|
Management Fee (2)
|
N/A
|
Estimated Brokerage Commissions (3)
|
$0.01
|
Other Fund Fees and Expenses (4)
(5)
|
$0.03
|
Interest and Other Income (6)
|
$N/A
|
Amount of trading income (loss) required for the
redemption value at the end of one year to equal the initial
selling price of the share
|
$0.04
|
Percentage of initial selling price per share
(7)
|
0.18%
|
(1) In order to show
how a hypothetical investment in shares would break even over the
next 12 months, this breakeven analysis uses an assumed initial
selling price of $22.01 per share, which is based on the NAV per
share of TAGS at the close of trading on January 31, 2021.
Investors should note that, because TAGS’s NAV changes on a
daily basis, the breakeven amount on any given day could be higher
or lower than the amount reflected here.
(2) The Sponsor does
not receive a management fee from the Fund. The Sponsor receives a
management fee from each Underlying Fund at the annual rate of
1.00% of such Underlying Fund’s average daily net assets,
payable monthly. The Sponsor can elect to waive the payment of this
fee for any Underlying Fund in any amount at its sole discretion,
at any time and from time to time, in order to reduce the
Fund’s expenses or for any other purpose.
(3) Reflects estimated
brokerage commissions and fees for Fund transactions, which are
estimated to be less than $0.005 per share but are rounded to $0.01
for purposes of this breakeven analysis.
(4) In connection with
orders to create or redeem baskets, Authorized Purchasers will pay
a transaction fee in the amount of $250 per order. Because these
transaction fees are de minimis in amount, are paid to the
Fund’s custodian, U.S. Bank, N.A. (the
“Custodian”) and charged on a
transaction-by-transaction basis (and not on a Basket by Basket
basis), and are borne by the Authorized Participants, they have not
been included in the Breakeven Table. See “Creation and Redemption Transaction
Fees,” page 53.
(5) Other Fund Fees
and Expenses are an estimate based on an allocation to the Fund of
the total estimated expenses anticipated to be incurred by the
Trust on behalf of the Fund, net of any expenses or management fee
waived by the Sponsor, and include: Professional fees (primarily
legal, auditing and tax-preparation related costs); Custodian and
Administrator fees and expenses, Distribution and Marketing fees
(primarily fees paid to the Distributor, costs related to
regulatory compliance activities and other costs related to the
trading activities of the Fund); Business Permits and Licenses;
General and Administrative expenses (primarily insurance and
printing), and Other Expenses. The expenses presented are based on
estimated expenses for the current fiscal year, and do not
represent the maximum amounts payable under the contracts with
third-party service providers, as discussed below in the section of
this disclosure document entitled “Contractual Fees and
Compensation Arrangements with the Sponsor and Third-Party Service
Providers.” The cost of these fixed or estimated fees has
been calculated assuming that the Fund has $3.0 million in assets,
which was the approximate amount of assets as of January 31, 2021.
The Sponsor can elect to pay (or waive reimbursement for) certain
fees or expenses that would generally be paid by the Fund, although
it has no contractual obligation to do so. Any election to pay or
waive reimbursement for fees and expenses that would generally be
paid by the Fund can be changed at the discretion of the
Sponsor.
(6) Because the Fund
will not make significant investments in interest-bearing
securities or accounts, the Fund does not expect to earn
significant amounts of interest (less than $0.005 per share for
purposes of this breakeven analysis).
(7) This represents
the estimated approximate percentage for the redemption value of a
hypothetical initial investment in a single share to equal the
amount invested twelve months after the investment was made. The
estimated approximate percentage of selling price before waived
expenses is 2.14% or $0.47 per share, based on the Fund assets, net
asset value per share and shares outstanding as of January 31,
2021. TAGS is a Fund of Funds and the expenses from the Underlying
Funds flow through to the investor in TAGS. The fees waived by the
Sponsor is an estimate, can be applied to any expense related to
the Fund, and may be terminated at any time at the discretion of
the Sponsor.
8
The
Offering
Offering
|
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The Fund’s Shares are listed on the NYSE
Arca and investors may purchase and sell Shares through their
broker-dealer. The Fund only offers Creation Baskets consisting of
12,500 Shares through the Distributor to Authorized Purchasers.
Authorized Purchasers may purchase Creation Baskets consisting of
12,500 Shares at the Fund’s NAV.
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Use of Proceeds
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The Sponsor applies substantially all of the
Fund’s assets toward investing in shares of the Underlying
Funds, and each Underlying Fund in turn invests substantially all
of its assets in the respective Benchmark Component Futures
Contracts and cash equivalents. The Sponsor deposits a portion of
each Underlying Fund’s net assets with its futures commission
merchant (“FCM”) or other financial institutions to be
used to meet its current or potential margin or collateral
requirements in connection with its investment in Benchmark
Component Futures Contracts. The Underlying Funds use only cash and
cash equivalents to satisfy these requirements. The Sponsor expects
that all entities that will hold or trade the Underlying
Fund’s assets will be based in the United States and will be
subject to United States regulations. The Sponsor believes that
approximately 4-6% of each Underlying Fund’s assets will
normally be committed as margin for Benchmark Component Futures
Contracts. However, from time to time, the percentage of assets
committed as margin/collateral may be substantially more, or less,
than such range. The remaining portion of the Underlying
Funds’ assets, and any residual portion of the Fund’s
assets not invested in Shares of the Underlying Funds, are held in
cash or cash equivalents. All interest or other income earned on
these investments is retained for the Fund’s or Underlying
Funds’ benefit.
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NYSE Arca Symbol
|
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“TAGS”
|
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Creation and Redemption
|
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Authorized Purchasers pay a $250 fee per order
to create Creation Baskets, and a $250 fee per order for Redemption
Baskets, which is paid to the Custodian. Authorized Purchasers are
not required to sell any specific number or dollar amount of
Shares. The per share price of Shares offered in Creation Baskets
is the total NAV of the Fund calculated as of the close of the NYSE
Arca on that day divided by the number of issued and outstanding
Shares.
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Inter-Series Limitation on
Liability
|
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While the Fund is currently one of five separate
series of the Trust, additional series may be created in the
future. The Trust has been formed and will be operated with the
goal that the Fund and any other series of the Trust will be liable
only for obligations of such series, and a series will not be
responsible for or affected by any liabilities or losses of or
claims against any other series. If any creditor or shareholder in
any particular series (such as the Fund) were to successfully
assert against a series a claim with respect to its indebtedness or
Shares, the creditor or shareholder could recover only from that
particular series and its assets. Accordingly, the debts and other
obligations incurred, contracted for or otherwise existing solely
with respect to a particular series will be enforceable only
against the assets of that series, and not against any other series
or the Trust generally or any of their respective assets. The
assets of the Fund and any other series will include only those
funds and other assets that are paid to, held by or distributed to
the series on account of and for the benefit of that series,
including, without limitation, amounts delivered to the Trust for
the purchase of Shares in a series.
|
Registration Clearance and
Settlement
|
|
Individual certificates are not issued for the
Shares. Instead, Shares will be represented by one or more global
certificates, which will be deposited by the transfer agent with
the Depository Trust Company (“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.
Beneficial interests in Shares are held through DTC’s
book-entry system, which means that 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 DTC Participants’
accounts in DTC will follow the delivery practice applicable to
securities eligible for DTC’s Same-Day Funds Settlement
System. Shares will be credited to DTC Participants’
securities accounts following confirmation of receipt of
payment.
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9
Net Asset Value
|
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The NAV is calculated by taking the current
market value of the Fund’s total assets and subtracting any
liabilities and dividing the balance by the number of Shares. Under
the Fund’s current operational procedures, U.S. Bancorp Fund
Services, LLC, doing business as U.S. Bank Global Fund Services
(“Global Fund Services”), the Fund’s
“Administrator” calculates the NAV of the Fund as of
the earlier of 4:00 p.m. (ET) or the close of the New York Stock
Exchange each day. ICE Data Indices, LLC calculates an approximate
NAV every 15 seconds throughout each day that the Fund’s
Shares are traded on the NYSE Arca, for as long as the main pricing
mechanism of either the CBOT or ICE Futures is
open.
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Fund and Underlying Fund
Expenses
|
|
While the Fund does not pay the Sponsor a
management fee, it indirectly pays its proportionate share of each
Underlying Fund’s management fee, which is paid at an annual
rate of 1.00% of each Underlying Fund’s average daily net
assets.
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The Fund is also responsible for other ongoing
fees, costs and expenses of its operations, including (i) brokerage
and other fees and commissions incurred in connection with its
trading activities; (ii) expenses incurred in connection with
registering additional Shares of the Fund or offering Shares of the
Fund; (iii) the routine expenses associated with the preparation
and, if required, the printing and mailing of monthly, quarterly,
annual and other reports required by applicable U.S. federal and
state regulatory authorities, Trust meetings and preparing,
printing and mailing proxy statements to Shareholders; (iv) the
payment of any distributions related to redemption of Shares; (v)
payment for routine services of the Trustee, legal counsel and
independent accountants; (vi) payment for routine accounting,
bookkeeping, custody and transfer agency services, whether
performed by an outside service provider or by Affiliates of the
Sponsor; (vii) postage and insurance; (viii) costs and expenses
associated with investor relations and services; (ix) costs of
preparation of all federal, state, local and foreign tax returns
and any taxes payable on the income, assets or operations of the
Fund; (x) payment for marketing services; (xi) extraordinary
expenses (including, but not limited to, legal claims and
liabilities and litigation costs and any indemnification related
thereto).
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Each Underlying Fund is also responsible for the
ongoing fees, costs and expenses of its operations as described in
the foregoing paragraph.
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The estimated amount of fees and expenses that
are anticipated to be incurred in a single Share during the first
twelve (12) months of ownership is $0.04 or 0.18% of the selling
price. The total estimated fees and expenses are expressed as a
percentage of the net asset value as of January 31, 2021. The
Sponsor may, in its discretion, pay or reimburse the Fund or an
Underlying Fund for, or waive a portion of its management fee for
an Underlying Fund to offset, expenses that would otherwise be
borne by the Fund or Underlying Fund.
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General expenses of the Trust will be allocated
among the existing Teucrium Funds and any future series of the
Trust as determined by the Sponsor in its discretion. The Trust may
be required to indemnify the Sponsor, and the Trust and/or the
Sponsor may be required to indemnify the Trustee, Distributor or
Administrator, under certain circumstances.
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10
Termination Events
|
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The Trust, the Fund and each Underlying Fund
shall continue in existence from the date of their formation in
perpetuity, unless the Trust, the Fund or an Underlying Fund, as
the case may be, is sooner terminated upon the occurrence of
certain events specified in the Trust Agreement, including the
following: (1) the filing of a certificate of dissolution or
cancellation of the Sponsor or revocation of the Sponsor’s
charter or the withdrawal of the Sponsor, unless shareholders
holding a majority of the outstanding shares of the Trust, voting
together as a single class, elect within ninety (90) days after
such event to continue the business of the Trust and appoint a
successor Sponsor; (2) the occurrence of any event which would make
the existence of the Trust, the Fund or an Underlying Fund
unlawful; (3) the suspension, revocation, or termination of the
Sponsor’s registration as a CPO with the CFTC or membership
with the NFA; (4) the insolvency or bankruptcy of the Trust, the
Fund or an Underlying Fund; (5) a vote by the Shareholders holding
at least seventy-five percent (75%) of the outstanding shares of
the Trust, voting together as a single class, to dissolve the
Trust, subject to certain conditions; (6) the determination by the
Sponsor to dissolve the Trust, the Fund or an Underlying Fund,
subject to certain conditions; (7) the Trust is required to be
registered as an investment company under the Investment Company
Act of 1940; and (8) DTC is unable or unwilling to continue to
perform its functions and a comparable replacement is unavailable.
Upon termination of the Fund or an Underlying Fund, the affairs of
the Fund or Underlying Fund shall be wound up and all of its debts
and liabilities discharged or otherwise provided for in the order
of priority as provided by law. The fair market value of the
remaining assets of the Fund or Underlying Fund shall then be
determined by the Sponsor. Thereupon, the assets of the Fund or
Underlying Fund shall be distributed pro rata to the Shareholders
in accordance with their Shares.
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Authorized Purchasers
|
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A list of the Fund’s Authorized Purchasers
as of the date of this Prospectus can be found under “Plan of
Distribution – Distributor and Authorized Purchasers,”
on page 48. Authorized Purchasers must be (1) 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.
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11
WHAT ARE THE RISK FACTORS
INVOLVED WITH AN INVESTMENT IN THE FUND?
You should consider
carefully the risks described below before making an investment
decision. You should also refer to the other information included
in this prospectus, and the Fund’s and the Trust’s
financial statements and the related notes incorporated by
reference herein. See “Incorporation by Reference of Certain
Information.”
Risks Associated with
Investing Directly or Indirectly in Agricultural
Commodities
Investing
in commodity interests subjects the Fund to the risks of the
agricultural commodities markets, and this could result in
substantial fluctuations in the price of the Fund’s
Shares.
The Fund is subject to the risks and hazards of
the agricultural commodities markets because it invests indirectly
in commodity interests. The risks and hazards that are inherent in
the agricultural commodities markets may cause the price of those
commodities and the Fund’s Shares to fluctuate widely and you
could incur a partial or total loss of your investment in the
Fund.
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●
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The price and availability of agricultural
commodities 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 that cannot be controlled. The U.S.
prices of certain agricultural commodities such as soybeans and
sugar are subject to risks relating to the growth of such
commodities in foreign countries, such as: 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 agricultural commodities is affected by changes in
consumer tastes, national, regional and local economic conditions,
and demographic trends.
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●
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Agricultural commodity 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, commodity 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. Agricultural commodity producers also may
need to 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.
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●
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Seasonal fluctuations in the price of
agricultural commodities may cause risk to an investor because of
the possibility that Share prices will be depressed because of the
relevant harvest cycles. In the futures market, fluctuations are
typically reflected in contracts expiring in the harvest season
(i.e., in the case of corn
and soybeans, contracts expiring during the fall are typically
priced lower than contracts expiring in the winter and spring,
while in the case of wheat and sugar, contracts expiring during the
spring and early summer are typically priced lowest). 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 an Underlying Fund’s Benchmark Component
Futures Contracts are, in whole or part, Futures Contracts expiring
in the harvest season for the Specified
Commodity.
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●
|
Risks Specific to
Corn. 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. 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.
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●
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Risks Specific to
Wheat. 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.
|
12
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●
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Risks Specific to
Soybeans. 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. Like the conversion of corn into ethanol, 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 supply of soybeans could be reduced by the
spread of soybean rust, a wind-borne fungal disease. Although
soybean rust can be killed with chemicals, chemical treatment
increases production costs for farmers. Finally, 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.
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●
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Risks Specific to
Sugar. 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 could 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.
|
An
investment in the Fund is subject to correlation risk. Your return
on an investment in the Fund may differ from the return of the
Underlying Funds’ Benchmarks, changes in the Fund’s NAV
and the spot price of corn, soybean, wheat and
sugar.
There is a risk that changes in the price of
Shares on the NYSE Arca will not correlate with changes in the
Fund’s NAV; that changes in the NAV will not correlate with
changes in the price of the Underlying Funds’ Benchmarks;
and/or changes in the price of the Underlying Funds’
Benchmark will not correlate with changes in the spot price of the
Specified Commodity. Depending on certain factors associated with
each of these correlations which are discussed in more detail
below, you could incur a partial or total loss of your investment
in the Fund.
The
Underlying Funds’ Benchmarks are not designed to correlate
exactly with the spot price of the corresponding Specified
Commodity, and this could cause the changes in the price of an
Underlying Fund’s shares to substantially vary from the
changes in the spot price of the Specified Commodity. Therefore,
you may not be able to effectively use the Fund to hedge against
commodity related losses or to indirectly invest in agricultural
commodities.
The Benchmark Component Futures Contracts that
the Underlying Funds invest in reflect the price of a Specified
Commodity for future delivery, not the current spot price of the
Specified Commodity, so at best the correlation between changes in
such Futures Contracts and the spot price of the Specific Commodity
will be only approximate. Weak correlation between an Underlying
Fund’s Benchmark and the spot price of the corresponding
Specified Commodity may result from the typical seasonal
fluctuations in commodity prices discussed above. Imperfect
correlation may also result from speculation in Benchmark Component
Futures Contracts, technical factors in the trading of Benchmark
Component Futures Contracts, and expected inflation in the economy
as a whole. If there is a weak correlation between an Underlying
Fund’s Benchmark and the spot price of its corresponding
Specified Commodity, then the price of the Shares may not
accurately track the spot price of the Specified Commodities and
you may not be able to effectively use the Fund as a way to hedge
the risk of losses in your commodity related transactions or as a
way to indirectly invest in agricultural
commodities.
The
Fund’s performance may not correlate well with the combined
performance of the Underlying Funds, and the performance of the
Underlying Funds may not correlate well with changes in their
Benchmarks. If this were to occur, you may not be able to
effectively use the Fund as a way to hedge against commodity
related losses or as a way to indirectly invest in agricultural
commodities.
The Sponsor endeavors to invest the Fund’s
assets as fully as possible in the Underlying Funds so that the
performance of the Fund closely correlates with the combined
performance of the Underlying Funds. The Sponsor also endeavors to
invest the Underlying Funds’ assets as fully as possible in
commodity interests so that the performance of each Underlying
Funds closely correlates with the performance of its respective
Benchmarks. However, the Fund’s performance may not correlate
with the combined performance of the Underlying Funds and the
performance of each Underlying Fund may not correlate with the
changes in their Benchmarks for various reasons, including those
set forth below:
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The Fund may not be able to maintain its
targeted 25% allocation to each Underlying Fund at all times.
Furthermore, the Fund acquires shares of the Underlying Funds in
the secondary market at their market prices, not at their NAV, so
any changes in the value of the Fund’s holdings in the
Underlying Funds may not match changes in the Underlying
Funds’ NAVs.
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13
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The Fund and Underlying Funds incur certain
expenses in connection with their operations, and the Underlying
Funds hold most of their assets (other than commodity interests) in
cash and cash equivalents for margin and other liquidity purposes
and to meet redemptions that may be necessary on an ongoing basis.
These expenses and income cause imperfect correlation between the
Fund’s performance and the combined performance of the
Underlying Funds and the performance of the Underlying Funds and
their respective Benchmarks. Your cost of investing in the Fund
will be higher than the cost of investing directly in the
Underlying Funds’ shares.
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The Sponsor may not be able to invest an
Underlying Fund’s assets in Benchmark Component Futures
Contracts having an aggregate notional amount exactly equal to the
Underlying Fund’s NAV. As a standardized contract, a single
Futures Contract is for a specified amount of a Specified
Commodity, and the Underlying Fund’s NAV and the proceeds
from the sale of a creation basket of an Underlying Fund is
unlikely to be an exact multiple of that amount. In such case, the
Underlying Fund could not invest the entire proceeds from the
purchase of the creation basket in such Futures Contracts. (For
example, assuming the Underlying Fund receives $1,000,000 for the
sale of Creation Baskets and that the value (i.e., the notional amount) of a Futures
Contract relating to the Underlying Fund’s Specified
Commodity is $35,000, the Underlying Fund could only enter into 28
Futures Contracts with an aggregate value of $980,000). While an
Underlying Fund may be better able to achieve the exact amount of
exposure to the market for its Specified Commodity through the use
of over the counter other commodity interests, there is no
assurance that the Sponsor will be able to continually adjust the
Underlying Fund’s exposure to such other commodity interests
to maintain such exact exposure.
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As Fund assets increase, there may be more or
less correlation between an Underlying Fund’s NAV and its
Benchmark as the Underlying Fund’s assets increase. On the
one hand, as an Underlying Fund grows it should be able to invest
in Benchmark Component Futures Contracts with notional amounts that
are closer on a percentage basis to the Underlying Fund’s
NAV. For example, if the Underlying Fund’s NAV is equal to
4.9 times the value of a single Futures Contract, it can purchase
only four futures contracts, which would cause only 81.6% of the
Underlying Fund’s assets to be exposed to the market for the
Specified Commodity. On the other hand, if the Underlying
Fund’s NAV is equal to 100.9 times the value of a single
Futures Contract, it can purchase 100 such contracts, resulting in
99.1% exposure. However, at certain asset levels, an Underlying
Fund may be limited in its ability to purchase Futures Contracts
due to position limits imposed by the CFTC or position limits or
accountability levels imposed by the relevant exchanges. In such
instances, the Underlying Fund would likely invest to a greater
extent in commodity interests that are not subject to these
position limits or accountability levels. To the extent that an
Underlying Fund invests in other commodity interests, the
correlation between the Underlying Fund’s NAV and its
Benchmark may be lower. In certain circumstances, position limits
or accountability levels could limit the number of Creation Baskets
that will be sold.
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If the Fund’s performance does not
correlate with the combined performance of the Underlying Funds or
the performance of the Underlying Funds does not correlate with the
performance of their respective Benchmarks, then investing in the
Fund may not be an effective way to hedge against commodity related
losses or indirectly invest in agricultural
commodities.
Changes
in the price of the Fund’s Shares on the NYSE Arca may not
correlate perfectly with changes in the NAV of the Fund’s or
the Underlying Funds’ Shares. If this occurs, you may not be
able to effectively use the Fund to hedge the risk of losses in
your agricultural related transactions or to indirectly invest in
agricultural commodities.
While it is expected that the trading prices of
the Shares will fluctuate in accordance with the changes in the
Fund’s NAV, the prices of Shares may also be influenced by
other factors, including the supply of and demand for the Shares,
whether for the short term or the longer term. There is no
guarantee that the Shares will not trade at appreciable discounts
from, and/or premiums to, the Fund’s NAV. Even if the market
price of an Underlying Fund closely tracks changes in its NAV,
there is no guarantee that the market price of the Fund will
similarly closely track changes in the NAVs of the Underlying
Funds. This could cause the changes in the price of the Shares to
substantially vary from the changes in the spot prices of the
Specified Commodities, even if an Underlying Fund’s NAV were
closely tracking movements in the spot price of the Specified
Commodity. If this occurs, you may not be able to effectively use
the Fund to hedge the risk of losses in your commodity-related
transactions or to indirectly invest in agricultural
commodities.
14
The Fund
or an Underlying Fund may experience a loss if it is required to
sell cash equivalents at a price lower than the price at which they
were acquired.
If the Fund or an Underlying Fund is required to
sell its 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 and the Underlying
Funds’ Benchmarks and the spot prices of the Specified
Commodities. The value of cash equivalents held by the Fund or the
Underlying Funds generally move 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 the Fund’s and
Underlying Funds’ investments in cash equivalents should
minimize the interest rate risk to which the Fund is subject, it is
possible that the cash equivalents held by the Fund and the
Underlying Funds will decline in value.
Certain
of the Fund’s and Underlying Funds’ investments could
be illiquid, which could cause large losses to investors at any
time or from time to time.
The Fund and Underlying Funds may not always be
able to liquidate their positions in the investments at the desired
price for reasons including, among others, insufficient trading
volume, limits imposed by exchanges or other regulatory
organizations, or lack of liquidity. As to the Fund’s
investments in the Underlying Funds, the Underlying Funds are
relatively new and may have trading volumes that are insufficient
for the needs of the Fund. 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 position limits, accountability levels and price
fluctuation limits, may contribute to a lack of liquidity with
respect to some exchange-traded commodity interests. In addition,
over the counter commodity interests 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 an Underlying 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.
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, the Fund and the
Underlying Funds do not intend at this time to establish a credit
facility, which would provide an additional source of liquidity,
but instead will rely only on the short-term Treasury Securities,
cash and cash equivalents that they hold to meet their liquidity
needs. The anticipated value of the positions in commodity
interests that the Sponsor will acquire or enter into for the
Underlying Funds increases the risk of illiquidity. Because
commodity interests may be illiquid, the Underlying Funds’
holdings may be more difficult to liquidate at favorable prices in
periods of illiquid markets and losses may be incurred during the
period in which positions are being liquidated.
If the
nature of the participants in the futures market shifts such that
commodity purchasers are the predominant hedgers in the market, the
Underlying Funds might have to reinvest at higher futures prices or
choose other commodity interests.
The changing nature of the participants in the
market for an agricultural commodity will influence whether futures
prices are above or below the expected future spot price. Commodity
producers will typically seek to hedge against falling prices by
selling Futures Contracts. Therefore, if producers become the
predominant hedgers in the futures market for a particular
commodity, prices of Futures Contracts for that commodity 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 Futures Contracts to hedge against a rise in
prices, prices of Futures Contracts for that commodity will likely
be higher than expected future spot prices. This can have
significant implications for the Underlying Funds when it is time
to sell a Futures Contract that is no longer a Benchmark Component
Futures Contract and purchase a new Futures Contract or to sell a
Futures Contract to meet redemption requests. As a result, an
Underlying Fund may not be able to track its Benchmark, and this
could have a corresponding effect on the tracking of the
Fund.
Storage
costs could impact the value of the Benchmark Component Futures
Contracts.
Storage costs associated with purchasing
agricultural commodities could result in costs and other
liabilities that could impact the value of Futures Contracts or
certain other commodity interests. Storage costs include the time
value of money invested in a physical commodity plus the actual
costs of storing the commodity less any benefits from ownership of
the commodity that are not obtained by the holder of a futures
contract. In general, Futures Contracts have a one-month delay for
contract delivery and the pricing of back month contracts (the back
month is any future delivery month other than the spot month)
include storage costs. To the extent that these storage costs
change while an Underlying Fund holds commodity interests, the
value of the Benchmark Component Futures Contracts, and therefore
the Underlying Fund’s NAV, may change as
well.
15
The price
relationship between the Underlying Funds’ Benchmark
Component Futures Contracts at any point in time and the Futures
Contracts that will become the Underlying Funds’ Benchmark
Component Futures Contracts on the next roll date will vary and may
impact the Fund’s total return and the degree to which the
Fund’s total return tracks that of commodity price
indices.
The design of each Underlying Fund’s
Benchmark is such that the Benchmark Component Futures Contracts
will change several times a year, and the Underlying Fund’s
investments must be rolled periodically to reflect the changing
composition of its Benchmark. For example, when a second to expire
Futures Contract becomes a first to expire contract, such contract
will no longer be a Benchmark Component Futures Contract and the
Underlying Fund’s position in it will no longer be consistent
with tracking its Benchmark. In the event of a 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 prices the value of the Benchmark Component Futures
Contracts would tend to rise as they approach expiration. As a
result, an Underlying Fund (and, therefore, the Fund) may benefit
because it would be selling more expensive contracts and buying
less expensive ones on an ongoing basis. Conversely, in the event
of a 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 prices the value of the Underlying Funds’
Benchmark Component Futures Contracts would tend to decline as they
approach expiration. As a result, the Underlying Fund’s (and
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 an Underlying Fund to vary
significantly from the total return of other price references, such
as the spot price of its Specified Commodity. In the event of a
prolonged period of contango, and absent the impact of rising or
falling prices, this could have a significant negative impact on
the Underlying Fund’s (and the Fund’s) NAV and total
return, and you could incur a partial or total loss of your
investment in the Fund.
Regulation
of commodity interests and commodity markets is extensive and
constantly changing; future regulatory developments are impossible
to predict but may significantly and adversely affect the Fund and
the Underlying Funds.
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.
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. Congress enacted the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the “Dodd-Frank Act”) in 2010.
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 Fund, or the ability for the 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 Fund is impossible to predict but could be substantial and
adverse.
If you
are investing in the Fund for purposes of hedging, you might be
subject to several risks unique to the Fund, and the Fund may not
be appropriate for hedging purposes. The Fund was not designed for
hedging purposes; those using the Fund as a hedge of any kind do so
exclusively at their own risk.
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 incur
losses with respect to other asset classes.
It cannot be predicted to what extent the
performance of the Benchmark Component Futures Contracts will or
will not correlate to the performance of other broader asset
classes such as stocks and bonds. If the performance of the Fund or
the Underlying Funds were to move more directly with the financial
markets, you will obtain little or no diversification benefits from
an investment in the Shares. In such a case, 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
incur losses with respect to other investments.
16
Variables such as drought, floods, weather,
embargoes, market disruptions, tariffs and other political events
may have a larger impact on commodity and commodity interest prices
than on traditional securities and broader financial markets. These
additional variables may create additional investment risks that
subject the Underlying Funds’ and, therefore, the
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 agricultural commodities and prices of other
financial assets, such as stocks and bonds, are negatively
correlated. In the absence of negative correlation, the Underlying
Funds, and therefore the Fund, cannot be expected to be
automatically profitable during unfavorable periods for the stock
market, or vice versa.
The Fund’s Operating
Risks
The Fund and Underlying Funds may change its investment objective,
Benchmark or investment strategies at any time without shareholder
approval or advance notice.
Consistent with its authority under the Trust
Agreement and Delaware law, the Fund, in its sole discretion and
without shareholder approval or advance notice, may change the
Fund’s investment objective, Benchmark or investment
strategies, subject to applicable regulatory requirements,
including, but not limited to, any requirement to amend applicable
listing rules of the NYSE. The reasons for and circumstances that
may trigger any such changes may vary widely and cannot be
predicted. By way of example, the Fund may change the weighting or
underlying components of the Benchmark in furtherance of the
Fund’s investment objective of tracking the combined daily
performance of the Underlying Funds. This could be done for a
variety of market conditions, including a potential or actual
imposition of position limits by the CFTC or futures exchanges
rules, or the imposition of risk mitigation measures by a futures
commission merchant restricts the ability of an Underlying Fund to
invest in the current Benchmark Component Futures Contracts. The
Fund and the applicable Underlying Fund would file a current report
on Form 8-K and a prospectus supplement to describe any such change
and the effective date of the change. Shareholders may modify their
holdings of the Fund’s shares in response to any change by
purchasing or selling Fund shares through their broker-dealer.
Shareholders may experience losses on their investments in the Fund
as a result of such changes.
The Fund
and the Underlying Funds are not registered investment companies,
so you do not have the protections of the Investment Company Act of
1940.
Neither the Fund nor the Underlying Funds are
investment companies 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
Sponsor is leanly staffed and relies heavily on key personnel to
manage trading activities.
In managing and directing the day-to-day
activities and affairs of the Fund, the Sponsor relies almost
entirely on a small number of individuals, including Mr. Sal
Gilbertie, Mr. Steve Kahler and 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 Fund. To the extent that
the Sponsor establishes additional commodity pools, even greater
demands will be placed on these individuals.
The
Sponsor has limited capital and may be unable to continue to manage
the Fund if it sustains continued losses.
The Sponsor was formed for the purpose of
managing the Trust, including the Fund, the other Teucrium Funds,
and any 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 the Fund, the Fund would be terminated if a replacement
sponsor could not be found. Any expenses related to the operation
of the Fund would need to be paid by the Fund at the time of
termination.
17
Position
limits, accountability levels 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 Underlying Fund
shares to substantially vary from their respective Benchmarks and
prevent you from being able to effectively use the Fund as a way to
hedge against commodity-related losses or as a way to indirectly
invest in agricultural commodities.
The CFTC and U.S. designated contract markets
may establish 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
meeting certain requirements, which an investment by the Fund is
not) may hold, own or control. Specifically, the CFTC has
established position limits for Futures Contracts related to corn,
wheat and soybeans. For example, the current position limit for
investments at any one time in Corn Futures Contracts are 1,200
spot month contracts, and 57,800 contracts total for all months.
These position limits are fixed ceilings that the Fund would not be
able to exceed without specific CFTC
authorization.
In addition, U.S. designated contract markets
have established accountability levels on futures contracts and
cleared swaps. Accountability levels are not fixed ceilings, but
they are thresholds above which the exchange may exercise greater
scrutiny and control over an investor, including limiting an
investor from holding no more futures contracts or cleared swaps
than the amount established by the accountability level. No
Underlying Fund intends to invest in any commodity interests in
excess of any applicable accountability levels.
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.
On December 16, 2016, as mandated by the
Dodd-Frank Act, the CFTC adopted a final rule that aggregate all
positions, for purposes of position limits; such positions include
futures contracts, futures-equivalent positions, over the counter
swaps and options (i.e., contracts that are not traded on
exchanges). These aggregation requirements became effective on
February 14, 2017 and could limit the Underlying Funds’ and
the Fund’s ability to establish positions in commodity over
the counter instruments if the assets of the Fund were to grow
substantially.
As published in the January 14, 2021 Federal
Register, the Commodity Futures Trading Commission (CFTC) voted to
approve a final rule (Final Rule) regarding position limits for
certain futures contracts and economically equivalent
swaps. The Final Rule ends a decade of rulemaking activity in
which the CFTC proposed, amended, and re-proposed its position
limit rules and aggregation standards for speculative positions due
to certain amendments to the Commodity Exchange Act (CEA) by the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
(Dodd-Frank Act). In the Final Rule, the CFTC confirmed that
federal speculative position limits are necessary for 25 core
referenced futures contracts and for any futures contracts and
options on futures contracts that are linked to those
contracts. The 25 core referenced futures contracts include
the nine “legacy” agricultural contracts that are
currently subject to federal position limits and 16 additional
non-legacy contracts. The Final Rule became effective on March 15,
2021, but a number of the requirements in the Final Rule have a
general compliance date of January 1, 2022, and later compliance
date of January 1, 2023 with respect to swaps-related requirements
and the elimination of previously granted risk management
exemptions.
There are
technical and fundamental risks inherent in the trading system the
Sponsor intends to employ.
The Sponsor’s trading system is
quantitative in nature and it is possible that the Sponsor may make
errors. Any errors or imperfections in the Sponsor’s trading
system’s quantitative models, or in the data on which they
are based, could adversely affect the Sponsor’s effective use
of such trading systems. It is not possible or practicable for the
Sponsor’s trading system to factor all relevant, available
data into quantitative systems and/or trading decision. There is no
guarantee that the Sponsor will use any specific data or type of
data in making trading decisions on behalf of the Fund, nor is
there any guarantee that the data actually utilized in making
trading decisions on behalf of the Fund will be the most accurate
data or free from errors. In addition, it is possible that a
computer or software program may malfunction and cause an error in
computation.
18
The Fund
and the Sponsor may have conflicts of interest, which may cause
them to favor their own interests to your
detriment.
The Fund and the Sponsor may have inherent
conflicts to the extent the Sponsor attempts to maintain the asset
size of the Underlying Funds in order to preserve its fee income
and this may not always be consistent with the Fund’s
objective of providing daily investment results that reflect the
combined daily performance of the Underlying Funds. The
Sponsor’s officers and employees do not devote their time
exclusively to the Fund or the Underlying Funds. These persons may
be directors, officers or employees of other entities and thus
could have a conflict between their responsibilities to the Fund
and the Underlying Funds on the one hand and to those other
entities on the other.
In addition, the Sponsor’s principals,
officers or employees may trade securities and futures and related
contracts for their own accounts. A conflict of interest may exist
if their trades are in the same markets and occur at the same time
as the Fund or an Underlying Fund trades using the clearing broker
to be used by the Fund. A potential conflict also may occur if the
Sponsor’s principals, officers or employees trade their
accounts more aggressively or take positions in their accounts that
are opposite or ahead of the positions taken by the Underlying
Funds.
The Sponsor has sole current authority to manage
the investments and operations of the Fund and the Underlying
Funds, and this may allow it to act in a way that furthers its own
interests and conflicts with your best interests, including the
authority of the Sponsor to allocate expenses to and between the
Teucrium Funds. Shareholders have very limited voting rights, which
will limit the ability to influence matters such as amendment of
the Trust Agreement, changes in the Fund’s basic investment
policies, dissolution of the Fund, or the sale or distribution of
the Fund’s assets.
Shareholders
have only very limited voting rights and generally will not have
the power to replace the Sponsor. Shareholders will not participate
in the management of the Fund and do not control the Sponsor so
they will not have influence over basic matters that affect the
Fund.
Shareholders will have very limited voting
rights with respect to the Fund’s affairs. Shareholders may
elect a replacement sponsor only if the current Sponsor resigns
voluntarily or loses its corporate charter. Shareholders will not
be permitted to participate in the management or control of the
Fund or the conduct of its business. Furthermore, any voting rights
on Underlying Fund shares held by the Fund will be exercised by the
Sponsor, generally without seeking advice or voting instructions
from Fund Shareholders. Shareholders must therefore rely upon the
duties and judgment of the Sponsor to manage the Fund’s and
the Underlying Funds’ affairs.
The
Sponsor may manage a large amount of assets and this could affect
the Fund’s ability to trade profitably.
Increases in assets under management may affect
trading decisions. While the assets of the Fund and those of the
Underlying Funds are currently at manageable levels, the Sponsor
does not intend to limit the amount of Fund assets or Underlying
Fund assets. The more assets the Sponsor manages for the Underlying
Funds, 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.
The
liability of the Sponsor and the Trustee are limited, and the value
of the Shares will be adversely affected if the Fund is required to
indemnify the Trustee or the Sponsor.
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 the
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.
Although
the Shares of the Fund are limited liability investments, certain
circumstances such as bankruptcy could increase a
Shareholder’s liability.
The Shares of the Fund are limited liability
investments; Shareholders may not lose more than the amount that
they invest plus any profits recognized on their investment.
However, Shareholders could be required as a matter of bankruptcy
law, to return to the estate of the Fund any distribution they
received at a time when the Fund was in fact insolvent or that was
made in violation of its Trust Agreement.
19
You
cannot be assured of the Sponsor’s continued services, and
discontinuance may be detrimental to the Fund.
You cannot be assured that the Sponsor will be
willing or able to continue to service the Fund or the Underlying
Funds for any length of time. The Sponsor was formed for the
purpose of sponsoring the Fund, the Underlying 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 the Fund
and the Underlying Funds. If the Sponsor discontinues its
activities on behalf of the Fund or an Underlying 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 Fund
or the Underlying Funds.
The Fund
could terminate at any time and cause the liquidation and potential
loss of your investment and could upset the overall maturity and
timing of your investment portfolio.
The 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 the Teucrium
Funds’ shareholders, holding a majority of the outstanding
shares of the Fund; and each other fund that is a series of the
Trust, voting together as a single class, elect within 90 days of
the event to continue the Trust and appoint a successor Sponsor. In
addition, the Sponsor may terminate the 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. As of the date of this prospectus, the Fund pays the
fees, costs, and expenses of its operations. If the Sponsor and the
Fund are unable to raise sufficient funds so that the Fund’s
expenses are reasonable in relation to the NAV, the Fund may be
forced to terminate, and investors may lose all or part of their
investment. Any expenses related to the operation of the Fund would
need to be paid by the Fund at the time of termination. However, no
level of losses will require the Sponsor to terminate the 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.
Termination
of an Underlying Fund could result in a change in the nature of
your investment in the Fund.
The Sponsor may terminate an Underlying Fund for
any of the reasons that it may terminate the Fund. If an Underlying
Fund is terminated, the Sponsor may invest the Fund’s assets
directly in commodity interests in the Specified Commodity, but it
is not obligated to do so. The Sponsor also might choose to
allocate the assets of the Fund that had been invested in the
terminated Underlying Fund among the remaining Underlying Funds or
to invest such assets in another commodity pool investing in
another commodity. While you will generally receive notice of these
fundamental changes, you will not have voting rights with respect
to them or other ability to influence the Sponsor’s
decision.
The NYSE
Arca may halt trading in the Shares of the Fund or the shares of an
Underlying Fund which would adversely impact your ability to sell
Shares.
Trading in Shares of the Fund or shares of an
Underlying 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 of the Fund or shares of an
Underlying Fund 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 specific market decline.
There can be no assurance that the requirements necessary to
maintain the listing of the Shares of the Fund or the shares of an
Underlying Fund will continue to be met or will remain unchanged.
The Fund will be terminated if its Shares are
delisted.
The lack
of active trading markets for the Shares of the Fund or shares of
an Underlying Fund may result in losses on your investment in the
Fund at the time of disposition of your Shares.
Although the Shares of the Fund will be listed
and traded on the NYSE Arca, there can be no guarantee that an
active trading market for the Shares of the Fund or the shares of
an Underlying Fund will be maintained. If you need to sell your
Shares at a time when no active market for them or the shares of an
Underlying Fund exist, the price you receive for your Shares,
assuming that you are able to sell them, likely will be lower than
what you would receive if an active market did
exist.
20
As a
Shareholder, you will not have the rights enjoyed by investors in
certain other types of entities.
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 Fund is 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).
A court
could potentially conclude that the assets and liabilities of the
Fund are not segregated from those of another series of the Trust,
thereby potentially exposing assets in the Fund to the liabilities
of another series.
The Fund is a series of a Delaware statutory
trust and not itself a legal entity separate from the other
Teucrium 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 the
Fund and account for the 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 the Fund to the liabilities of one or
more of the Teucrium Funds and/or any other Trust series created in
the future.
The
Sponsor and the Trustee are not obligated to prosecute any action,
suit or other proceeding in respect of any Fund or Underlying Fund
property.
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’s or
Underlying Fund’s property. The Trust Agreement does not
confer upon Shareholders the right to prosecute any such action,
suit or other proceeding.
The Fund
does not expect to make cash distributions.
The Sponsor intends to re-invest any income and
realized gains rather than distributing cash to Shareholders.
Therefore, unlike mutual funds, commodity pools or other investment
pools that generally distribute income and gains to their
investors, the Fund generally will not distribute cash to
Shareholders. In addition, the Underlying Funds generally will not
distribute cash to their shareholders because the Sponsor reinvests
any income and related gains of the Underlying Funds in Benchmark
Component Futures Contracts or cash and cash equivalents. As a
result, the Fund does not anticipate receiving cash distributions
from the Underlying Funds. You should not invest in the 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 any other
reason. Although the 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
investments and 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.
There is
a risk that the Fund and the Underlying Funds will not have
sufficient net assets to compensate for the fees and expenses that
they must pay and as such the expense ratio of the Fund and the
Underlying Funds may be higher than that filed in this document or
the documents of the Underlying Funds.
While the Fund
does not directly pay any management fees or certain other types of
expenses, the Fund does pay certain expenses directly, including
certain administrative and accounting expenses. In addition, the
Fund bears a proportionate share of Underlying Fund expenses as a
shareholder of the Underlying Funds. Each Underlying Fund pays
management fees at an annual rate of 1.00% of its average net
assets, brokerage commissions and various other expenses from its
ongoing operations (e.g., fees of the Administrator, Trustee and
Distributor). The estimated
approximate percentage of selling price before waived expenses is
2.14% or $0.47 per share, based on the Fund assets, net asset value
per share and shares outstanding as of January 31, 2021. TAGS is a
Fund of Funds and the expenses from the Underlying Funds flow
through to the investor in TAGS. These fees and expenses
must be paid in all events, regardless of the Fund’s and
Underlying Funds’ total net
assets.
21
The Fund
and the Underlying Funds may incur higher fees and expenses upon
renewing existing or entering into new contractual
relationships.
The arrangements between clearing brokers and
counterparties on the one hand and the Fund or an Underlying Fund,
as applicable, on the other generally are terminable by the
clearing brokers or counterparty upon notice to the Fund or
Underlying Fund, as applicable. In addition, the agreements between
the Fund or an Underlying Fund, as applicable, and its 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 Fund or an Underlying Fund
intends to continue to operate. Comparable services from another
party may not be available, or even if available, these services
may not be available on terms as favorable as those of the expired
or terminated arrangements.
The
Underlying Funds, and thus the Fund may experience a higher
breakeven if interest rates decline.
The Underlying Funds seek to earn interest on
cash balances available for investment. If actual interest rates
earned were to continue to fall and the Sponsor were not able to
waive expenses sufficient to cover the deficit, the breakeven
estimated by the Underlying Funds in this prospectus could be
higher.
The Fund
is not actively managed.
The Fund is not actively managed and is designed
to track the combined performance of the Underlying Funds,
regardless of whether the price of the Underlying Funds’
Benchmark Component Futures Contracts are flat, declining or
rising. As a result, the Fund may sustain losses that may have been
avoidable if the Fund was actively managed.
The Net
Asset Value calculation of an Underlying Fund may be overstated or
understated due to the valuation method employed when a settlement
price is not available on the date of the net asset value
calculation.
An Underlying Fund’s NAV includes, in
part, any unrealized profits or losses on commodity interests.
Under normal circumstances, the NAV reflects the settlement price
of open Futures Contracts on the date when the NAV is being
calculated as quoted on the applicable exchange. In instances when
the quoted settlement price of Futures Contracts 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 futures contracts on such date. For purposes of
financial statements and reports related to the Fund and the
Underlying Funds, 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.
An
unanticipated number of redemption requests during a short period
of time could have an adverse effect on the NAV of the
Fund.
If a substantial number of requests for
redemption of Redemption Baskets are received by the Fund during a
relatively short period of time, the Fund will generally need to
sell shares of the Underlying Funds, increasing its trading costs.
To the extent that the Fund’s sale of Underlying Fund shares
on the secondary market results in redemption requests to an
Underlying Fund, the Underlying Fund’s trading costs will
increase, and it may be necessary to liquidate the Underlying
Fund’s trading positions before the time that its trading
strategies would otherwise call for liquidation, resulting in an
adverse effect on the NAVs of the Fund and Underlying Fund, which
may result in losses.
Fund
assets may be depleted if investment performance does not exceed
fees.
In addition to certain fees paid to the
Fund’s service providers, the Fund pays the Sponsor a fee of
1.00% of asset under management per annum, regardless of Fund
performance. Over time, the Fund’s assets could be depleted
if investment performance does not exceed such
fees.
22
The
liquidity of the Shares may be affected by the withdrawal from
participation of Authorized Purchasers, market makers, or other
significant secondary-market participants which could adversely
affect the market price of the Shares.
Only an Authorized Purchaser may engage in
creation or redemption transactions directly with the Fund. The
Fund has 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 Fund 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, lead market
maker, or other large investor to cease activities for the Fund or
a decision by a secondary market participant to sell a significant
number of the Fund’s Shares 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, market makers may be less
willing to purchase Shares in the secondary market which may limit
your ability to sell Shares.
There is a minimum number of baskets and
associated Shares specified for the Fund. If the Fund experienced
redemptions that caused the number of Shares outstanding to
decrease to the minimum level of Shares required to be outstanding,
until the minimum, number of Shares is again exceeded through the
purchase of a new Creation Basket, there can be no more redemptions
by an Authorized Purchaser. In such case, market makers may be less
willing to purchase Shares from investors in the secondary market,
which may in turn limit the ability of Shareholders of the Fund to
sell their Shares in the secondary market. The minimum level of
Shares specified for the Fund is subject to change. The minimum
level for the Fund is 50,000 Shares representing 4 baskets; as of
February 28, 2021, there were 225,002 Shares outstanding. (The
current number of Shares outstanding is posted daily on our
website, www.teucrium.com.)
The
postponement, suspension or rejection of redemption orders could
adversely affect a shareholder redeeming their Shares in the
Fund.
The resulting delay of any postponement,
suspension or rejection may adversely affect the value of the
Shareholders’ redemption proceeds if the NAV of the Fund
declines during the period of delay.
The
failure or bankruptcy of a clearing broker could result in
substantial losses for an Underlying Fund; the clearing broker
could be subject to proceedings that impair its ability to execute
the Underlying Fund’s trades.
Under CFTC regulations, a clearing broker with
respect to an Underlying 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 the Underlying Funds, 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. The Underlying Funds
(and, therefore, the 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 an Underlying Fund’s
trades.
The
failure or insolvency of the Fund’s Custodian or other
financial institution in which the Fund or the Underlying Funds has
deposits could result in a substantial loss of the Fund’s
assets.
As noted above, the vast majority of the
Underlying Funds’ assets are held in cash and cash
equivalents with the Custodian and other financial institutions, if
applicable. The insolvency of the Custodian and any financial
institution in which the Underlying Funds holds cash and cash
equivalents could result in a complete loss of the Underlying
Funds’ assets. The Fund does not maintain large cash and/or
cash equivalent deposits due to the nature of the investment in the
shares of the Underlying Funds.
23
Third
parties may infringe upon or otherwise violate intellectual
property rights or assert that the Sponsor has infringed or
otherwise violated their intellectual property rights, which may
result in significant costs, litigation, and diverted attention of
Sponsor’s management.
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, divert resources from the Fund, or
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 Fund and the
Underlying 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 Fund and/or require the
Sponsor to take legal action to protect its
rights.
The Fund
may experience substantial losses on transactions if the computer
or communications system fails.
The Fund’s and Underlying Funds’
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, cyber-attack 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, the
Fund’s and the Underlying Funds’ reputations, increased
operational expenses and diversion of technical
resources.
If the
computer and communications systems are not upgraded when
necessary, the Fund’s financial condition could be
harmed.
The development of complex computer and
communications systems and new technologies may render the existing
computer and communications systems supporting the Fund’s and
Underlying Funds’ activities obsolete. In addition, these
computer and communications systems must be compatible with those
of third parties, such as the systems of exchanges, clearing
brokers and the executing brokers. As a result, if these third
parties upgrade their systems, the Sponsor will need to make
corresponding upgrades to effectively continue its trading
activities. The Sponsor may have limited financial resources for
these upgrades or other technological changes. The Fund’s
future success may depend on the Sponsor’s ability to respond
to changing technologies on a timely and cost-effective
basis.
The Fund
and the Underlying Funds depend on the reliable performance of the
computer and communications systems of third parties, such as
brokers and futures exchanges, and may experience substantial
losses on transactions if they fail.
The Fund and Underlying 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
Fund’s available capital of the Fund or an Underlying Fund.
For example, unavailability of price quotations from third parties
may make it difficult or impossible for the Sponsor to conduct
trading activities so that an Underlying 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.
24
The
occurrence of a severe weather event, natural disaster, terrorist
attack, outbreak or public health emergency as declared by the
World Health Organization, the continuation or expansion of war or
other hostilities, or a prolonged government shutdown may have
significant adverse effects on the Fund and the Underling Funds and
their investments and alter current assumptions and
expectations.
The operations of the Fund
and the Underlying 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
severe weather event, natural disaster, major terrorist attack,
cyber-attack, data breach, outbreak or public health emergency as
declared by the World Health Organization (such as the recent
pandemic spread of the novel coronavirus known as COVID-19), or the
continuation or expansion of war or other hostilities. Global
terrorist attacks, anti-terrorism initiatives, and political
unrest, as well as the adverse impact the COVID-19 pandemic will
have on the global and U.S. markets and economy, continue to fuel
this concern. For example, the COVID-19 pandemic may adversely
impact the level of services currently provided by the U.S.
government, 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 Fund and the Underlying Funds
from receiving necessary regulatory review or approvals. The types
of events discussed above, including the COVID-19 pandemic, are
highly disruptive to economies and markets and have recently led,
and may continue to lead, to increased market volatility and
significant market losses.
More generally, a climate of
uncertainty and panic, including the contagion of the COVID-19
virus and other infectious viruses or diseases, may adversely
affect global, regional, and local economies and reduce the
availability of potential investment opportunities, and increases
the difficulty of performing due diligence and modeling market
conditions, potentially reducing the accuracy of financial
projections. Under these circumstances, the Fund and the Underlying
Funds may have difficulty achieving their investment objectives
which may adversely impact performance. Further, such events can be
highly disruptive to economies and markets, significantly disrupt
the operations of individual companies (including, but not limited
to, the Fund’s and the Underlying Funds’ Sponsor and
third party service providers), sectors, industries, markets,
securities and commodity exchanges, currencies, interest and
inflation rates, credit ratings, investor sentiment, and other
factors affecting the value of the Fund’s and the Underlying
Funds’ investments. These factors could cause substantial
market volatility, exchange trading suspensions and closures that
could impact the ability of the Fund and the Underlying Funds to
complete redemptions and otherwise affect Fund and Underlying Fund
performance and trading in the secondary market. A widespread
crisis may also affect the global economy in ways that cannot
necessarily be foreseen at the current time. How long such events
will last and whether they will continue or recur cannot be
predicted. Impacts from these events could have significant impact
on Fund and Underlying Fund performance, resulting in losses to
your investment. The past, current and future global economic
impact may cause the underlying assumptions and expectations of the
Fund and the Underlying Funds to become outdated quickly or
inaccurate, resulting in significant losses.
Failures
or breaches of electronic systems could disrupt the trading
activity and materially affect the profitability of the Underlying
Funds and the Fund.
Failures or breaches of the electronic systems
of the Underlying Fund and/or the Fund, the Sponsor, the Custodian
or other financial institutions in which the Underlying Funds or
the Fund invests, or the Fund’s 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 Fund’s business operations,
potentially resulting in financial losses to the Fund and its
shareholders. Such failures or breaches may include intentional
cyber-attacks that may result in an unauthorized party gaining
access to electronic systems in order to misappropriate the
Fund’s assets or sensitive information. While the Fund has
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 Fund cannot
control the cyber security plans and systems of the Custodian or
other financial institutions in which the Fund invests, or the
Fund’s other service providers, market makers, Authorized
Purchasers, NYSE Arca, exchanges on which Futures Contracts or
other commodity interests are traded or cleared, or
counterparties.
25
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 the Fund’s 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 the Fund’s 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
the 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 the
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 the 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.
The NYSE
Arca may halt trading in the Shares which would adversely impact
your ability to sell Shares.
Trading in Shares of the Fund may be halted due
to market conditions or, in light of NYSE Arca rules and
procedures, for reasons that, in 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. The Fund will be terminated if its Shares are
delisted.
The lack
of active trading markets for the Shares of the Fund may result in
losses on your investment in the Fund at the time of disposition of
your Shares.
Although the Shares of the Fund will be listed
and traded on the NYSE Arca, there can be no guarantee that an
active trading market for the Shares of the Fund will be
maintained. If you need to sell your Shares at a time when no
active market for them exists, the price you receive for your
Shares, assuming that you are able to sell them, likely will be
lower than what you would receive if an active market did
exist.
Risk of Leverage and
Volatility
If an
Underlying Fund becomes leveraged, the Fund could incur substantial
losses if the Underlying Fund’s trading positions suddenly
turn unprofitable.
Commodity pools’ trading positions in
commodity interests are typically required to be secured by the
deposit of margin funds or collateral that represents only a small
percentage of the commodity interest’s entire market value.
This feature permits commodity pools to “leverage”
their assets by purchasing or selling 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 the pool’s
commodity interests can cause significant losses to the pool. While
the Sponsor does not intend to leverage the assets of any
Underlying Fund, it is not prohibited from doing so under the Trust
Agreement. If the Sponsor was to cause or permit an Underlying Fund
to become leveraged, the Fund could incur substantial losses if an
Underlying Fund’s trading positions suddenly turn
unprofitable.
The price
of agricultural commodities can be volatile which could cause large
fluctuations in the price of Shares.
Movements in the price of agricultural
commodities are outside of the Sponsor’s control and may not
be anticipated by the Sponsor. As discussed in more detail above,
price movements for agricultural commodities are influenced by,
among other things, weather conditions, crop disease, crop failure,
transportation and storage difficulties, production decisions,
various planting, growing and harvesting problems, governmental
policies, various economic and monetary events, changing demand,
and seasonal fluctuations in supply. More generally, commodity
prices may also 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 is exposed primarily to interests in agricultural
commodities, 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.
26
Over the counter Contract
Risk
Over the
counter transactions are subject to changing
regulation.
A portion of the Fund’s assets may be used
to trade over the counter commodity interests of the Underlying
Funds, such as forward contracts or swaps. 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 provisions, forward contracts have
been executed bi-laterally and, in general historically, forward
contracts have not been cleared or guaranteed by a third party.
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.
The
Underlying Funds will be subject to credit risk with respect to
counterparties to over the counter contracts entered into by the
Underlying Funds.
The Underlying Funds face the risk of
non-performance by the counterparties to 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 an Underlying Fund, in which
case the Underlying Fund could suffer significant losses on these
contracts.
If a counterparty becomes bankrupt or otherwise
fails to perform its obligations due to financial difficulties, the
Underlying Fund may experience significant delays in obtaining any
recovery in a bankruptcy or other reorganization proceeding. During
any such period, the Underlying 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
Underlying Fund’s NAV and, indirectly, the Fund’s NAV.
The Underlying Fund may eventually obtain only limited recovery or
no recovery in such circumstances. Failure by an Underlying Fund to
recover sufficient amounts in the event of a counterparty default
could result in losses to the Underlying Fund and impact its NAV,
which could result in corresponding adverse effects on the
Fund.
The
Underlying Funds may be subject to liquidity risk with respect to
over the counter contracts.
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.
The foregoing liquidity risks could impact
adversely affect the Fund’s ability to meet its investment
objective.
In addition, regulations adopted by global
prudential regulators that are now in effect require certain
prudentially regulated entities and certain of their affiliates and
subsidiaries (including swap dealers) to include in their
derivatives contracts and certain other financial contracts, terms
that delay or restrict the rights of counterparties (such as the
Funds) to terminate such contracts, foreclose upon collateral,
exercise other default rights or restrict transfers of credit
support in the event that the prudentially regulated entity and/or
its affiliates are subject to certain types of resolution or
insolvency proceedings. Similar regulations and laws have been
adopted in non-US jurisdictions that may apply to a Fund’s
counterparties located in those jurisdictions. It is possible that
these new requirements, as well as potential additional related
government regulation, could adversely affect a Fund’s
ability to terminate existing derivatives contracts, exercise
default rights or satisfy obligations owed to it with collateral
received under such contracts.
27
Risk of Trading in
International Markets
Trading
in international markets would expose the Underlying Funds to
credit and regulatory risk.
A significant portion of the Futures Contracts
entered into by the Underlying Funds will be traded on United
States exchanges including the CBOT and ICE Futures. However, a
portion of the Underlying 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 Underlying 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 Underlying Funds have
less legal and regulatory protection than they do when they trade
domestically. Currently the Fund does not place any trades for the
Fund or the Underlying Funds on any markets or exchanges outside of
the United States and does 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 an Underlying Fund 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.
International
trading activities subject the Underlying Funds to foreign exchange
risk.
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. However, a portion of the trades for Fund or
the Underlying Funds may take place in markets and on exchanges
outside of the U.S. Some non-U.S. markets present risks because
they are not subject to the same degree of regulation as their U.S.
counterparts. As a result, changes in the value of the local
currency relative to the U.S. dollar may cause losses to the
Underlying Fund even if the contract is
profitable.
The
Underlying Funds’ international trading could expose them to
losses resulting from non-U.S. exchanges that are less developed or
less reliable than United States exchanges.
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, the Underlying
Funds 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 CFTC’s implementation of its
regulations under the Dodd-Frank Act may further affect the
Underlying Funds’ ability to enter into foreign exchange
contracts and to hedge exposure to foreign exchange
losses.
Tax Risks
Please refer to “U.S. Federal Income Tax
Considerations” for information regarding the U.S. federal
income tax consequences of the purchase, ownership and disposition
of Shares.
28
Your tax
liability from holding Shares may exceed the amount of
distributions, if any, on your Shares.
Cash or property will be distributed by the Fund
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 the Fund’s taxable income, without regard to whether
you actually receive distributions from the Fund. Therefore, the
tax liability resulting from your ownership of Shares may exceed
the amount of cash or value of property (if any) distributed by the
Fund.
Your
allocable share of income or loss for U.S. federal income tax
purposes may differ from your economic income or loss on your
Shares.
Due to the application of the assumptions and
conventions applied by the Fund and the Underlying Funds 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.
Items of
income, gain, deduction, loss and credit with respect to Shares
could be reallocated (or for taxable years beginning after December
31, 2017, the Fund itself could be liable for U.S. federal income
tax along with any interest or penalties) if the IRS does not
accept the assumptions and conventions applied by the Fund in
allocating those items, with potential adverse tax consequences for
you.
The Fund (and each Underlying Fund) intends to
be treated as a partnership for U.S. 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 Fund, is in many respects uncertain. The Fund applies
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.
In addition, for taxable years beginning after
December 31, 2017, the Fund may be liable for U.S. federal income
tax on any “imputed underpayment” of tax resulting from
an adjustment as a result of an IRS audit. The amount of the
imputed underpayment generally includes increases in allocations of
items of income or gains to any investor and decreases in
allocations of items of deduction, loss, or credit to any investor
without any offset for any corresponding reductions in allocations
of items of income or gain to any investor or increases in
allocations of items of deduction, loss, or credit to any investor.
If the Fund is required to pay any U.S. federal income tax on any
imputed underpayment, the resulting tax liability would reduce the
net assets of the Fund and would likely have an adverse impact on
the value of the Shares. In such a case, the tax liability would in
effect 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 under audit. Under certain circumstances, the Fund may be
eligible to make an election to cause Shareholders to take into
account the amount of any imputed underpayment, including any
interest and penalties. The ability of a publicly traded
partnership such as the Fund to make this election is uncertain. If
the election is made, the Fund would be required to provide
Shareholders who owned beneficial interests in the Shares in the
year to which the adjusted allocations relate with a statement
setting forth their proportionate shares of the adjustment
(“Adjusted K-1s”). The investors would be required to
take the adjustment into account in the taxable year in which the
Adjusted K-1s are issued. For an additional discussion please see
“U.S. Federal Income Tax Considerations – Other Tax
Matters.”
If the
Fund is required to withhold tax with respect to any Non-U.S.
Shareholders, the cost of such withholding may be borne by all
Shareholders.
Under certain circumstances, the Fund may be
required to pay withholding tax with respect to allocations to
Non-U.S. Shareholders. Although the Trust Agreement provides that
any such withholding will be treated as being distributed to the
Non-U.S. Shareholder, the Fund may not be able to cause the
economic cost of such withholding to be borne by the Non-U.S.
Shareholder on whose behalf such amounts were withheld since the
Fund does not intend to make any distributions. Under such
circumstances, the economic cost of the withholding may be borne by
all Shareholders, not just the Shareholders on whose behalf such
amounts were withheld. This could have a material impact on the
value of your Shares.
29
The Fund
could be treated as a corporation for federal income tax purposes,
which may substantially reduce the value of your
Shares.
The Trust has received an opinion of counsel
that, under current U.S. federal income tax laws, it is more likely
than not that the Fund will be treated as a partnership that is not
taxable as a corporation for U.S. federal income tax purposes,
provided that, among other things, (i) at least 90 percent of the
Fund’s (and each Underlying Fund’s) annual gross income
consists of “qualifying income” as defined in the Code,
(ii) the Fund is organized and operated in accordance with its
governing agreements and applicable law, and (iii) the Fund does
not elect to be taxed as a corporation for U.S. federal income tax
purposes. Although the Sponsor anticipates that the Fund has
satisfied and will continue to satisfy the “qualifying
income” requirement for all of its taxable years, that result
cannot be assured. The Fund has not requested and will not request
any ruling from the IRS with respect to its classification as a
partnership not taxable as a corporation for U.S. federal income
tax purposes. If the IRS were to successfully assert that the Fund
is taxable as a corporation for U.S. federal income tax purposes in
any taxable year, rather than passing through its income, gains,
losses and deductions proportionately to Shareholders, the 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
to the extent of the Fund’s current and accumulated earnings
and profits, then treated as a tax-free return of capital to the
extent of the Shareholder’s basis in the Shares (and will
reduce that basis), and, to the extent it exceeds a
Shareholder’s basis in such Shares, as capital gain for
Shareholders who hold their Shares as capital assets. Taxation of
the Fund as a corporation could materially reduce the after-tax
return on an investment in Shares and could substantially reduce
the value of your Shares.
Tax
legislation that has been or could be enacted may affect you with
respect to your investment in the Fund.
Legislative, regulatory or administrative
changes could be enacted or promulgated at any time, either
prospectively or with retroactive effect, and may adversely affect
the Fund and its Shareholders. Please consult a tax advisor
regarding the implications of an investment in Shares of the
Teucrium Funds, including without limitation the federal, state,
local and foreign tax consequences.
PROSPECTIVE
INVESTORS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO THEM OF AN INVESTMENT
IN SHARES; SUCH TAX CONSEQUENCES MAY DIFFER IN RESPECT OF DIFFERENT
INVESTORS.
30
THE
OFFERING
The Fund in
General
The Fund’s investment objective is to
provide investors with a cost-effective way to gain price exposure
to a weighted average of four agricultural commodity markets for
future delivery. The Sponsor developed each Underlying Fund’s
Benchmark as a representation of the corn, soybean, wheat, or sugar
market for future delivery.
Under normal market conditions, the Fund will
invest in the Shares of the Underlying Funds and, to a lesser
extent, cash equivalents. The Sponsor believes that by investing in
the Underlying Funds, the Fund’s net asset value
(“NAV”) will closely track the combined performance of
the Underlying Fund. The Sponsor also believes that because of
market arbitrage opportunities, the market price at which investors
will purchase and sell Shares through their broker-dealer will
closely track the Fund’s NAV. The Sponsor believes that the
net effect of these relationships is that the Fund’s market
price on the NYSE Arca at which investors purchase and sell Shares
will closely track the commodities markets for future delivery in
which the Underlying Funds invest.
Consistent with applicable provisions of the
Trust Agreement and Delaware law, the Fund has broad authority to
make changes to the Fund’s operations. Consistent with this
authority, the Fund, in its sole discretion and without shareholder
approval or advance notice, may change its investment objective,
Benchmark or investment strategies. The Fund has no current
intention to make any such change, and any change is subject to
applicable regulatory requirements, including, but not limited to,
any requirement to amend applicable listing rules of the
NYSE.
The reasons for and circumstances that may
trigger any such changes may vary widely and cannot be predicted.
However, by way of example, the Fund may change the weighting or
underlying components of the Benchmark in furtherance of the
Fund’s investment objective of tracking the combined daily
performance of the Underlying Funds. This could be done for a
variety of market conditions, including a potential or actual
imposition of position limits by the CFTC or futures exchange
rules, or the imposition of risk mitigation measures by a futures
commission merchant restricts the ability of an Underlying Fund to
invest in its current Benchmark Component Futures Contracts. The
Fund and the applicable Underlying Fund would file a current report
on Form 8-K and a prospectus supplement to describe any such change
and the effective date of the change. Shareholders may modify their
holdings of the Fund’s shares in response to any change by
purchasing or selling Fund shares through their
broker-dealer.
The Fund is organized as a series of the
Teucrium Commodity Trust, a statutory trust organized under the
laws of the State of Delaware on September 11, 2009. Currently, the
Trust has five series that are separate operating commodity pools:
the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium
Soybean Fund, the Teucrium Sugar Fund, and the Teucrium
Agricultural Fund. Additional series of the Trust may be created in
the future at the Sponsor’s discretion. The Fund maintains
its main business office at Three Main Street, Suite 215,
Burlington Vermont 05401. The Fund is a commodity pool. It operates
pursuant to the terms of the Trust Agreement, which is dated as of
April 26, 2019 and grants full management control to the
Sponsor.
See “Prior Performance of the Fund”
on page 35 for more information about prior performance of the
Fund.
The
Sponsor
The Sponsor of the Trust is Teucrium Trading,
LLC, a Delaware limited liability company. The principal office of
the Sponsor and the Trust are located at Three Main Street, Suite
215, Burlington, Vermont 05401. The Sponsor registered as a CPO and
a CTA with the CFTC and became a member of the NFA on November 10,
2009.
Aside from establishing the series of the Trust,
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 has not engaged in
any other business activity prior to the date of this prospectus.
Under the Trust Agreement, the Sponsor is solely responsible for
management and conducts or directs the conduct of the business of
the Trust, the Fund, and any series of the Trust 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
Authorized Purchasers and to manage the Fund’s investments,
including to evaluate the credit risk of FCMs and swap
counterparties and to review daily positions and margin/collateral
requirements. The Sponsor has the power to enter into agreements as
may be necessary or appropriate for the offer and sale of the
Fund’s 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
will provide 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 Fund.
31
The Sponsor may determine to engage marketing
agents who will assist the Sponsor in marketing the Shares. See
“Plan of Distribution” for more
information.
The Sponsor maintains a public website on behalf
of the Fund and the Underlying Funds, www.teucrium.com, which
contains information about the Trust, the Fund and the Shares, and
oversees certain services for the benefit of
Shareholders.
The Sponsor has discretion to appoint one or
more of its affiliates as additional Sponsors.
The Sponsor does not receive any management fee
or other fee or compensation from the Fund. For services performed
under the Trust Agreement, the Sponsor receives a fee, accrued
daily and paid monthly, at an annual rate of 1.00% of the average
daily net assets of each Underlying Fund. Each of the Fund and the
Underlying Funds are responsible for other ongoing fees, costs and
expenses of their respective operations, including brokerage fees,
SEC and FINRA registration fees and legal, printing, accounting,
custodial, administration and transfer agency costs, although the
Sponsor bears the costs and expenses related to the initial offer
and sale of Shares of the Fund and the shares each Underlying Fund.
None of the costs and expenses related to the initial registration,
offer and sale of Shares, which total approximately $293,650, are
chargeable to the Fund, and the Sponsor may not recover any of
these costs and expenses from the Fund.
Shareholders have no right to elect the Sponsor
on an annual or any other continuing basis or to remove the
Sponsor. If the Sponsor voluntarily withdraws, the holders of a
majority of the outstanding shares of the Fund and each other fund
that is a series of the Trust voting together as a single class
(excluding for purposes of such determination Shares owned by the
withdrawing Sponsor and its affiliates) may elect its successor.
Prior to withdrawing, the Sponsor must give ninety days’
written notice to the holders of the Trust’s outstanding
Shares and the Trustee.
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% of the Sponsor’s Class A membership
interests, while Mr. Miller holds the remainder, which is
8.52%.
The Sponsor has an information security program
and policy in place. The program takes reasonable care to look
beyond the security and controls developed and implemented for the
Trust and the Funds directly to the platforms and controls in place
for the key service providers. Such review of cybersecurity and
information technology plans of key service providers are part of
the Sponsor’s disaster recovery and business continuity
planning. The Sponsor provides regular training to all employees of
the Sponsor regarding cybersecurity topics, in addition to
real-time dissemination of information regarding cybersecurity
matters as needed. The information security plan is reviewed and
updated as needed, but at a minimum on an annual
basis.
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 three Class A
Members of the Sponsor are Sal Gilbertie, Dale Riker and Carl N.
Miller III.
The Officers of the Sponsor, one of whom is a
Class A Member of the Sponsor, are the
following:
32
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 60 years
old.
Cory Mullen-Rusin
has been the Chief Financial Officer, Chief Accounting Officer and
Chief Compliance Officer of the Sponsor since September 17, 2018
and Ms. Mullen-Rusin has primary responsibility for the financial
management, compliance and reporting of the Sponsor and is in
charge of its books of account and accounting records, and its
accounting procedures. She maintains her main business office at
Three Main Street, Suite 215, Burlington, Vermont 05401. Ms.
Mullen-Rusin was approved by the NFA as a Principal of the Sponsor
on October 8, 2018. Ms. Mullen-Rusin began working for the Sponsor
in September 2011 and worked directly with the former CFO at
Teucrium for seven years. Her responsibilities included aspects of
financial planning, financial operations, and financial reporting
for the Trust and the Sponsor. Additionally, Ms. Mullen-Rusin
assisted in developing, instituting, and monitoring the
effectiveness of processes and procedures to comply with all
regulatory agency requirements. Ms. Mullen-Rusin graduated from
Boston College with a Bachelor of Arts and Science in
Communications in 2009, where she was a four-year scholarship
player on the NCAA Division I Women’s Basketball team.
In 2017, she earned a Master of Business Administration from
Nichols College. Ms. Mullen-Rusin is 33 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 October 10, 2018, when
he was reappointed as Chief Operating Officer. 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. These NFA
registrations were withdrawn on September 7, 2018 and then he
re-registered as an Associated Person and Branch Office Manager of
the Sponsor on October 5, 2018 and as a Principal of the Sponsor on
October 16, 2018. 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 53 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.
Messrs. Gilbertie, Riker, Kahler and Ms.
Mullen-Rusin are individual “principals,” as that term
is defined in CFTC Rule 3.1, of the Sponsor. These individuals are
principals due to their positions and/or due to their ownership
interests in the Sponsor. Beneficial ownership interests of the
principals, if any, are shown under the section entitled
“Security Ownership of Principal Shareholders and
Management” below and any of the principals may acquire
beneficial interests in the Fund in the future. GFI Group LLC is a
principal for the Sponsor under CFTC Rules due to its ownership of
certain non-voting securities of the Sponsor. NMSIC Classic LLC is
a principal of the Sponsor under CFTC Rules due to its greater than
10% capital contribution to the Sponsor.
33
Market
Price of Shares
The Fund’s Shares have traded on the NYSE
Arca under the symbol TAGS since March 28, 2012. The following
table sets forth the range of reported high and low sales prices of
the Shares as reported on NYSE Arca for the periods indicated
below.
Fiscal Year
Ended December 31, 2020:
|
High
|
Low
|
Quarter
Ended
|
|
|
March 31, 2020
|
$19.90
|
$16.14
|
June 30, 2020
|
$17.31
|
$15.81
|
September 30, 2020
|
$18.63
|
$16.89
|
December 31, 2020
|
$21.21
|
$18.44
|
Fiscal Year
Ended December 31, 2019:
|
High
|
Low
|
Quarter
Ended
|
|
|
March 31, 2019
|
$20.92
|
$19.16
|
June 30, 2019
|
$20.73
|
$18.19
|
September 30, 2019
|
$20.31
|
$17.92
|
December 31, 2019
|
$19.68
|
$18.67
|
As of December 31, 2020, the Fund had
approximately 349 Shareholders.
34
Prior
Performance of the Fund
PAST PERFORMANCE IS NOT
NECESSARILY INDICATIVE OF FUTURE RESULTS
The Teucrium Agricultural Fund commenced trading
and investment operations on March 28, 2012. The Teucrium
Agricultural Fund is listed on NYSE Arca and is neither: (i) a
privately offered pool pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended; (ii) a multi-advisor pool as
defined in CFTC Regulation 4.10(d)(2); or (iii) a
principal-protected pool as defined in CFTC Regulation
4.10(d)(3).
Units of beneficial interest issued (from
inception until February 28, 2021)
|
537,500
|
Aggregate gross sale price for units
issued
|
$21,916,576
|
Pool NAV as of February 28,
2021
|
$5,123,473
|
NAV per Share as of February 28,
2021
|
$22.77
|
Largest monthly percentage
drawdown*
|
-8.65% / Jun 2018
|
Worst peak to valley
drawdown**
|
-70.07% / Jul 2012 - Apr
2021
|
* A drawdown is a loss experienced by the fund
over a specified period. Drawdowns are measured on the basis of
monthly returns only and do not reflect intra-month figures. The
worst monthly percentage drawdown reflects the largest single month
loss sustained over the most recent five calendar years and the
current year to date.
** The worst peak to valley drawdown is the
largest percentage decline in the NAV per unit over the most recent
five calendar years and the current year to date. This need not be
a continuous decline but can be a series of positive and negative
returns. Worst peak to valley drawdown represents the greatest
percentage decline from any month-end NAV per unit that occurs
without such month-end NAV per unit being equaled or exceeded as of
a subsequent month-end. For example, if the NAV per unit declined
by $1 in each of January and February, increased by $1 in March and
declined again by $2 in April, a “peak to valley
drawdown” analysis conducted as of the end of April would
consider that “drawdown” to be continuing and to be $3
in amount, whereas if the NAV per unit had increased by $2 in
March, the drawdown would have ended as of the end of February at
the $2 level.
35
PAST PERFORMANCE IS NOT
NECESSARILY INDICATIVE OF FUTURE RESULTS
Rates of
Return*
|
||||||||||||
Month
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
January
|
(1.54)
|
%
|
3.34
|
%
|
0.57
|
%
|
2.61
|
%
|
(2.19)
|
%
|
4.18
|
%
|
February
|
(1.72)
|
%
|
(0.29)
|
%
|
2.67
|
%
|
(3.98)
|
%
|
(2.75)
|
%
|
3.46
|
%
|
March
|
3.93
|
%
|
(5.97)
|
%
|
(2.98)
|
%
|
(2.60)
|
%
|
(7.41)
|
%
|
|
%
|
April
|
5.65
|
%
|
(2.16)
|
%
|
0.09
|
%
|
(3.59)
|
%
|
(4.63)
|
%
|
|
%
|
May
|
1.03
|
%
|
(2.32)
|
%
|
1.32
|
%
|
6.17
|
%
|
0.03
|
%
|
|
%
|
June
|
0.91
|
%
|
2.91
|
%
|
(8.65)
|
%
|
0.85
|
%
|
1.21
|
%
|
|
%
|
July
|
(6.28)
|
%
|
1.00
|
%
|
1.47
|
%
|
(3.94)
|
%
|
1.99
|
%
|
|
%
|
August
|
(3.82)
|
%
|
(6.47)
|
%
|
(4.48)
|
%
|
(5.42)
|
%
|
4.23
|
%
|
|
%
|
September
|
4.78
|
%
|
(0.72)
|
%
|
(2.20)
|
%
|
3.86
|
%
|
3.50
|
%
|
|
%
|
October
|
1.65
|
%
|
(1.27)
|
%
|
3.65
|
%
|
0.59
|
%
|
1.39
|
%
|
|
%
|
November
|
(4.41)
|
%
|
(0.47)
|
%
|
0.34
|
%
|
(0.87)
|
%
|
4.29
|
%
|
|
%
|
December
|
(0.38)
|
%
|
(1.60)
|
%
|
(2.31)
|
%
|
4.05
|
%
|
8.28
|
%
|
|
%
|
Annual Rate of
Return
|
(0.98)
|
%
|
(13.60)
|
%
|
(10.64)
|
%
|
(3.02)
|
%
|
7.14
|
%
|
7.79
|
%**
|
* The monthly rate of return is calculated by
dividing the ending NAV for a given month by the ending NAV for the
previous month, subtracting 1 and multiplying this number by 100 to
arrive at a percentage increase or decrease.
** Not annualized.
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.
The Trustee has not signed the registration
statement of which this prospectus is a part and is not subject to
issuer liability under the federal securities laws for the
information contained in this prospectus and under federal
securities laws with respect to the issuance and sale of the
Shares. Under such laws, neither the Trustee, either in its
capacity as Trustee or in its individual capacity, nor any
director, officer or controlling person of the Trustee is, or has
any liability as, the issuer or a director, officer or controlling
person of the issuer of the Shares.
Under the Trust Agreement, the Trustee
has delegated to the Sponsor the exclusive management and control
of all aspects of the business of the Trust and the Fund. 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.
Because the Trustee has delegated substantially
all of its authority over the operation of the Trust to the
Sponsor, the Trustee itself is not registered in any capacity with
the CFTC.
36
Operation of the
Fund
The Fund seeks to provide daily investment
results that reflect the combined daily performance of the
Underlying Funds. Under normal market conditions, the Fund seeks to
achieve its investment objective generally by investing equally in
shares of each Underlying Fund and, to a lesser extent, cash
equivalents. The Fund’s investments in shares of Underlying
Funds is rebalanced, generally on a daily basis, in order to
maintain approximately a 25% allocation of the Fund’s assets
to each Underlying Fund.
The investment objective of each Underlying Fund
is to have the daily changes in percentage terms of its
Shares’ NAV reflect the daily changes in percentage terms of
the Underlying Fund’s Benchmark. Specifically, the Teucrium
Corn Fund’s Benchmark is: (1) the second to expire Futures
Contract for corn traded on the CBOT, weighted 35%, (2) the third
to expire CBOT corn Futures Contract, weighted 30%, and (3) the
CBOT Corn Futures Contract expiring in the December following the
expiration month of the third to expire contract, weighted 35%. The
Teucrium Wheat Fund’s Benchmark is: (1) the second to expire
CBOT Wheat Futures Contract, weighted 35%, (2) the third to expire
CBOT wheat Futures Contract, weighted 30%, and (3) the CBOT Wheat
Futures Contract expiring in the December following the expiration
month of the third to expire contract, weighted 35%. The Teucrium
Soybean Fund’s Benchmark is: (1) the second to expire CBOT
Soybean Futures Contract, weighted 35%, (2) the third to expire
CBOT Soybean Futures Contract, weighted 30%, and (3) the CBOT
Soybean Futures Contract expiring in the November following the
expiration month of the third to expire contract, weighted 35%,
except that CBOT Soybean Futures Contracts expiring in August and
September will not be part of the Teucrium Soybean Fund’s
Benchmark because of the less liquid market for these Futures
Contracts. The Teucrium Sugar Fund’s Benchmark is: (1) the
second to expire Sugar No. 11 Futures Contract traded on ICE
Futures, weighted 35%, (2) the third to expire ICE Futures Sugar
No. 11 Futures Contract, weighted 30%, and (3) the ICE Futures
Sugar No. 11 Futures Contract expiring in the March following the
expiration month of the third to expire contract, weighted
35%.
Each Underlying Fund seeks to achieve its
investment objective by investing under normal market conditions in
Benchmark Component Futures Contracts or, in certain circumstances,
in other Futures Contracts for its Specified Commodity. In
addition, and to a limited extent, an Underlying Fund also may
invest in exchange-traded options on Futures Contracts and in
Cleared Swaps for its Specified Commodity in furtherance of the
Underlying Fund's investment objective. Once position limits or
accountability levels on Futures Contracts on an Underlying
Fund’s Specified Commodity are applicable, each Underlying
Fund's intention is to invest in other commodity interests on its
Specified Commodity. See “The Offering – Futures
Contracts” below. By utilizing certain or all of these
investments, the Sponsor endeavors to cause each Underlying Fund's
performance to closely track that of its
Benchmark.
The Underlying Funds invest in commodity
interests to the fullest extent possible without being leveraged or
unable to satisfy their current or potential margin or collateral
obligations with respect to its investments in commodity interests.
After fulfilling such margin and collateral requirements, the
Underlying Funds invest the remainder of its proceeds from the sale
of baskets in short-term Treasury Securities, cash and/or cash
equivalents, including money market funds and investment grade
commercial paper. Therefore, the focus of the Sponsor in managing
the Underlying Funds is investing in Commodity interests and in
cash and/or cash equivalents. The Sponsor expects to manage the
Fund’s and Underlying Funds’ investments directly,
although it has been authorized by the Trust to retain, establish
the terms of retention for, and terminate third-party commodity
trading advisors to provide such management. The Sponsor has
substantial discretion in managing the Fund’s and Underlying
Funds’ investments consistent with meeting their investment
objectives, including the discretion: (1) to choose whether to
invest an Underlying Fund’s assets in the Benchmark Component
Futures Contracts or other Futures Contracts or other commodity
interests with similar investment characteristics; (2) to choose
when to “roll” the Underlying Fund’s positions in
commodity interests as described below, and (3) to manage the
Fund’s and Underlying Funds’ investments in short-term
Treasury Securities and cash and cash
equivalents.
Each Underlying Fund seeks to achieve its
investment objectives primarily by investing in Benchmark Component
Futures Contracts changes in its NAV will be closely track the
changes in its Benchmark. Each Underlying Fund’s positions in
Benchmark Component Futures Contracts are changed or
“rolled” on a regular basis in order to track the
changing nature of its Benchmark. For example, several times a year
(on the dates on which Futures Contracts on the Underlying
Fund’s Specified Commodity specific commodity expire), a
particular Futures Contract will no longer be a Benchmark Component
Futures Contract, and the Underlying Fund’s investments will
have to be changed accordingly. In order that the Underlying
Funds’ trading does not cause unwanted market movements and
to make it more difficult for third parties to profit by trading
based on such expected market movements, the Underlying
Funds’ investments may not be rolled entirely on that day,
but rather may be rolled over a period of days.
37
The total portfolio composition of the Fund and
Underlying Funds is disclosed each business day that the NYSE Arca
is open for trading on the Fund’s website at www.teucrium.com. The website
disclosure of portfolio holdings is made daily and includes, as
applicable, the name and value of each Underlying Fund and each
cash equivalent, and the amount of cash, held in the Fund’s
portfolio, and the name and value of each Futures Contract and
Cleared Swap, the specific types of other commodity interests and
characteristics of such other commodity interests, the name and
value of each short-term Treasury Security and cash equivalent, and
the amount of cash held in each Underlying Fund’s portfolio.
The Fund’s website is publicly accessible at no
charge.
The Shares issued by the Fund may only be
purchased by Authorized Purchasers and only in blocks of 12,500
Shares called Creation Baskets. The amount of the purchase payment
for a Creation Basket is equal to the aggregate NAV of Shares in
the Creation Basket. Similarly, only Authorized Purchasers may
redeem Shares and only in blocks of 12,500 Shares called Redemption
Baskets. The amount of the redemption proceeds for a Redemption
Basket is equal to the aggregate NAV of Shares in the Redemption
Basket. The purchase price for Creation Baskets and the redemption
price for Redemption Baskets are the actual NAV calculated at the
end of the business day when a request for a purchase or redemption
is received by the Fund. The NYSE Arca publishes an approximate NAV
intra-day based on the prior day’s NAV and the current price
of the Benchmark Component Futures Contracts, but the price of
Creation Baskets and Redemption Baskets is determined based on the
actual NAV calculated at the end of each trading
day.
While the Fund issues Shares only in Creation
Baskets, Shares may also be purchased and sold in much smaller
increments on the NYSE Arca. These transactions, however, are
effected at the bid and ask prices established by the specialist
firm(s). Like any listed security, Shares can be purchased and sold
at any time a secondary market is open.
The
Investment Strategies of the Fund and the Underlying
Funds
In managing the Fund’s and Underlying
Funds’ assets, the Sponsor does not use a technical trading
system that automatically issues buy and sell orders. Instead, each
time one or more baskets of Fund Shares are purchased or redeemed,
the Sponsor will purchase or sell shares of the Underlying Funds in
the secondary market. While the Fund will not cause Authorized
Purchasers to purchase or redeem baskets on its behalf, the demand
for Underlying Fund shares caused by the Fund’s trades may
cause an Authorized Purchaser to create independently one or more
baskets of one or more of the Underlying Funds. When one or more
baskets of shares of an Underlying Fund are purchased or redeemed,
commodity interests are purchased or sold with an aggregate market
value that approximates the amount of cash received or paid upon
the purchase or redemption of the basket(s).
As an example, assume that a Creation Basket is
sold by the Fund, that the closing NAV per Share is $25.00, and
that the basket size for the Fund is 12,500 shares. In that case,
the Fund would receive $312,500 in proceeds from the sale of the
Creation Basket ($25.00 NAV per Share multiplied by 12,500 Shares
and ignoring any Creation Basket fee). If one were to assume
further that the Sponsor wants to invest the entire proceeds from
the Creation Basket in Shares of the Underlying Funds and that the
NAV of each share is $18, the Fund would be unable to buy an exact
number of Shares with an aggregate market value equal to $312,500.
Instead, the Fund would be able to purchase 17,361 Shares with an
aggregate market value of $312,498. The remainder of the proceeds
from the sale of the Creation Basket, $2.00, would remain invested
in cash and/or cash equivalents, as determined by the Sponsor from
time to time based on factors such as anticipated
redemptions.
The Sponsor does not anticipate letting the
Underlying Funds’ Futures Contracts expire and taking
delivery of a Specified Commodity. Instead, the Sponsor closes out
existing positions, e.g., in response to ongoing changes in an
Underlying Fund’s 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
orders for Redemption Baskets, in which case the proceeds from
closing the positions will not be reinvested.
Futures
Contracts
Futures Contracts are agreements between two
parties that are executed on a designated contract market
(“DCM”), i.e., a commodity futures exchange, and that
are cleared and margined through a derivatives clearing
organization (“DCO”), i.e., a clearing house. One party
agrees to buy a commodity from the other party at a later date at a
price and quantity; agreed upon when the contract is made. In
market terminology, a party who purchases a Futures Contract is
long in the market and a party who sells a Futures Contract is
short in the market. The contractual obligations of a buyer or
seller may generally be satisfied by taking or making physical
delivery of the underlying commodity or by making an offsetting
sale or purchase of an identical Futures Contract on the same or
linked exchange before the designated date of delivery. The
difference between the price at which the Futures Contract is
purchased or sold and the price paid for the offsetting sale or
purchase, after allowance for brokerage commissions, constitutes
the profit or loss to the trader.
38
If the price of the commodity increases after
the original Futures Contract is entered into, the buyer of the
Futures Contract will generally be able to sell a Futures Contract
to close out its original long position at a price higher than that
at which the original contract was purchased, generally resulting
in a profit to the buyer. Conversely, the seller of a Futures
Contract will generally profit if the price of the underlying
commodity decreases, as it will generally be able to buy a Futures
Contract to close out its original short position at a price lower
than that at which the original contract was sold. Because the
Underlying Funds seek to track their Benchmarks directly and profit
when the price of the Specified Commodity and, as a likely result
of an increase in the price of the Specified Commodity, the price
of Futures Contracts on the Specified Commodity specific commodity
increases, each Underlying Fund will generally be long in the
market for its Specified Commodity and will generally sell Futures
Contracts only to close out existing long
positions.
Futures Contracts are typically traded on
futures exchanges (i.e., DCMs) such as the CBOT and ICE Futures,
which provide centralized market facilities in which multiple
persons may trade contracts. Members of a particular futures
exchange and the trades executed on such exchange are subject to
the rules of that exchange. Futures exchanges and their related
clearing organizations (i.e., DCOs) are given reasonable latitude
in promulgating rules and regulations to control and regulate their
members.
Trades on a futures exchange are generally
cleared by the DCO, which provides services designed to mutualize
or transfer the credit risk arising from the trading of contracts
on an exchange. The clearing organization effectively becomes the
other party to the trade, and each clearing member party to the
trade looks only to the clearing organization for
performance.
Futures Contracts on corn, wheat and soybeans
are traded on the CBOT (which is part of the CME Group) in units of
5,000 bushels, and Sugar No. 11 Futures Contracts are traded on ICE
Futures and the New York Mercantile Exchange in units of 112,000
pounds. Generally, Futures Contracts traded on an exchange are
priced by floor brokers and other exchange members through an
electronic, screen-based system that determines the price by
electronically matching offers to purchase and sell. Futures
Contracts may also be based on commodity indices, in that they call
for a cash payment based on the change in the value of the
specified index during a specified period. No Futures Contracts
based on an index of prices of a Specified Commodity are currently
available, although an Underlying Fund could enter into such
contracts should they become available in the
future.
Certain typical and significant characteristics
of Futures Contracts are discussed below. Additional risks of
investing in Futures Contracts are included in “What are the
Risk Factors Involved with an Investment in the
Fund?”
Impact of
Position Limits, Accountability Levels, and Price Fluctuation
Limits
Position Limits, Accountability Levels, and
Price Fluctuation Limits may potentially cause a tracking error
between the price of an Underlying Fund’s shares and its
Benchmark. This may in turn prevent you from being able to
effectively use the Fund as a way to hedge against commodity
related losses or as a way to indirectly invest in agricultural
commodities.
The Fund and the Underlying Funds do not intend
to limit the size of their offerings and will attempt to expose
substantially all of their proceeds to the agricultural commodities
market either directly through commodity interests or, in the case
of the Fund, indirectly through the Underlying Funds. If an
Underlying Fund encounters position limits or price fluctuation
limits for Futures Contracts on U.S. exchanges, it may then, if
permitted under applicable regulatory requirements, purchase other
commodity interests and/or Futures Contracts listed on foreign
exchanges. However, the Futures Contracts available on such foreign
exchanges may have different underlying sizes, deliveries, and
prices than the Underlying Funds’ Benchmark Component Futures
Contracts. In addition, the 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 and the Underlying Funds to
limit the number of Creation Baskets that they
sell.
Price
Volatility
Despite daily price limits, the price volatility
of futures contracts generally has been historically greater than
that for traditional securities such as stocks and bonds. Price
volatility often is greater day-to-day as opposed to intra-day.
Economic factors that may cause volatility in Futures Contracts
include changes in interest rates; governmental, agricultural,
trade, fiscal, monetary and exchange control programs and policies;
weather and climate conditions; changing supply and demand
relationships; changes in balances of payments and trade; U.S. and
international rates of inflation; currency devaluations and
revaluations; U.S. and international political and economic
events;global trade disruption due to outbreaks or public health
emergency as declared by the World Health Organization;and changes
in philosophies and emotions of market participants. Because the
Underlying Funds invest a significant portion of their assets in
Futures Contracts, the assets of the Underlying Funds, and
therefore the price of shares of the Underlying Funds and the
Fund’s Shares, may be subject to greater volatility than
traditional securities.
39
Term
Structure of Futures Contracts and the Impact on Total
Return
Over time, the price of a commodity will
fluctuate based on a number of market factors, including demand for
the commodity relative to its supply. The value of Futures
Contracts will likewise fluctuate in reaction to a number of market
factors. Because the Underlying Funds seek to maintain their
holdings in Futures Contracts with a roughly constant expiration
profile and not take delivery of the Specified Commodity
agricultural commodities, the Underlying Funds must periodically
“roll” futures contract positions, closing out soon to
expire contracts that are no longer part of the Benchmark and
entering into subsequent to expire contracts. One factor
determining the total return from investing in futures contracts is
the price relationship between soon to expire contracts and later
to expire contracts.
If the futures market is in a state of
backwardation (i.e., when the price of the Specified Commodity in
the future is expected to be less than the current price), an
Underlying 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
commodity 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, an
Underlying 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
commodity prices or the price relationship between the immediate
delivery, 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 commodity 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 agricultural commodity markets.
All other things being equal, a situation involving prolonged
periods of contango may adversely impact the returns of an
Underlying Fund (and therefore, the Fund); conversely a situation
involving prolonged periods of backwardation may positively impact
the returns of an Underlying Fund.
Margin
Requirements and Marking to Market Futures
Positions
“Initial margin” is an amount of
funds that must be deposited by a commodity interest trader with
the trader’s broker to initiate an open position in Futures
Contracts. A margin deposit is like a cash performance bond. It
helps assure the trader’s performance of the Futures
Contracts that he or she purchases or sells. Futures Contracts are
customarily bought and sold on initial margin that represents a
small percentage of the aggregate purchase or sales price of the
contract. The amount of margin required in connection with a
particular Futures Contract is set by the exchange on which the
contract is traded. Brokerage firms, such as the Underlying
Funds’ FCM, carrying accounts for traders in commodity
interest contracts may require higher amounts of margin as a matter
of policy to further protect themselves.
Futures Contracts are marked to market at the
end of each trading day and the margin required with respect to
such contracts is adjusted accordingly. This process of marking to
market is designed to prevent losses from accumulating in any
futures account. Therefore, if an Underlying Fund’s futures
positions have declined in value, the Underlying Fund may be
required to post “variation margin” to cover this
decline. Alternatively, if the Underlying Fund’s futures
positions have increased in value, this increase will be credited
to the Underlying Fund’s account.
Over the counter
Derivatives
Under normal market conditions, the Fund expects
that 100% of the Underlying Funds’ assets will be used to
trade futures contracts and invest in cash equivalents; however,
the Underlying Funds may trade over the counter contracts and
swaps. A description of such over the counter derivatives is
included the statement of additional information that is part of
this prospectus under the heading “Over the counter
Derivatives.”
40
Other Trading Policies of the
Fund
Exchange
for Related Position
An “exchange for related position”
(“EFRP”) can be used by the Fund or an Underlying Fund
as a technique to facilitate the exchanging of a futures hedge
position against a creation or redemption order, and thus the Fund
or an Underlying 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
shares or futures position which is then settled on the same
business day as a cleared futures transaction by the FCMs. The Fund
or the Underlying 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 and
the Underlying Funds 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
significantly change in the future which may make it uneconomical
or impossible from a regulatory perspective for the Fund to utilize
these mechanisms.
Options
on Futures Contracts
An option on a Futures Contract gives the buyer
of the option the right, but not the obligation, to buy or sell a
Futures Contract at a specified price on or before a specified
date. The option buyer deposits the purchase price or
“premium” for the option with his broker, and the money
goes to the option seller. Regardless of how much the market
swings, the most an option buyer can lose is the option premium and
the commissions and fees associated with the transaction. However,
the buyer will typically lose the premium if the exercise price of
the option is above (in the case of an option to buy or
“call” option) or below (in the case of an option to
sell or “put” option) the market value at the time of
exercise. Option sellers, on the other hand, face risks similar to
participants in the futures markets. For example, since the seller
of a call option is assigned a short futures position if the option
is exercised, his risk is the same as someone who initially sold a
futures contract. Because no one can predict exactly how the market
will move, the option seller posts margin to demonstrate his
ability to meet any potential contractual
obligations.
In addition to Futures Contracts, there are also
a number of options on Futures Contracts relating to the Specified
Commodities listed on the CBOT and ICE Futures. These contracts
offer investors and hedgers another set of financial vehicles to
use in managing exposure to the commodities market. An Underlying
Fund may purchase and sell (write) options on Futures Contracts in
pursuing its investment objective, except that it will not sell
call options when it does not own the underlying Futures Contract.
An Underlying Fund would make use of options on Futures Contracts
if, in the opinion of the Sponsor, such an approach would cause the
Underlying Fund to more closely track its Benchmark or if it would
lead to an overall lower cost of trading to achieve a given level
of economic exposure to movements in the prices of the Underlying
Fund’s Specified Commodity.
Liquidity
The Underlying Funds invest only in Futures
Contracts that, in the opinion of the Sponsor, are traded in
sufficient volume to permit the ready taking and liquidation of
positions in these financial interests and in over the counter
commodity interests that, in the opinion of the Sponsor, may be
readily liquidated with the original counterparty or through a
third party assuming the Underlying Fund’s
position.
Spot
Commodities
While most Futures Contracts can be physically
settled, the Fund and the Underlying Funds do not intend to take or
make physical delivery. However, the Underlying Funds may from time
to time trade in other commodity interests based on the spot price
of a Specified Commodity.
41
Leverage
The Sponsor endeavors to have the value of each
Underlying Fund’s cash and cash equivalents, whether held by
the Underlying Fund or posted as margin or collateral, at all times
approximate the aggregate market value of its obligations under its
Benchmark Component Futures Contracts. Commodity pools’
trading positions in futures contracts 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.
Borrowings
The Fund and the Underlying Funds do not intend
to nor foresee the need to borrow money or establish credit lines.
Each Underlying Fund maintains cash and cash equivalents, either
held by the Underlying Fund or posted as margin or collateral, with
a value that at all times approximates the aggregate market value
of its obligations under Benchmark Component Futures Contracts. The
Fund meets its liquidity needs in the normal course of business
from the proceeds of the sale of its investments in the Underlying
Funds or from any cash and/or cash equivalents that it
holds.
Benchmark
Performance
The chart below shows the
percent change in the NAV per share for the Fund, the market price
of the Fund shares, represented by the closing price of the Fund on
the NYSE Arca, and the Benchmark for five specific periods. The
Benchmark does not reflect any impact of expenses, which would
generally reduce the Fund’s NAV, or interest income, which
would generally increase the NAV. The actual results for the NAV
include the impacts of both expenses and interest
income.
Teucrium Agricultural ETF Performance
as of
12/31/2020
|
Three
Month
|
Year
to
Date
|
3 Year
Annualized
|
5
Year
Annualized
|
Inception
Annualized
|
NAV
|
14.50%
|
7.14%
|
-2.44%
|
-4.50%
|
-9.36%
|
Price
|
15.20%
|
8.21%
|
-1.37%
|
-4.34%
|
-9.32%
|
Benchmark
(TTAGS)
|
14.73%
|
7.66%
|
-1.91%
|
-3.94%
|
-8.86%
|
The Service Providers of the
Fund and Underlying Funds
Contractual
Arrangements with the Sponsor and Third-Party Service
Providers
Sponsor
The Sponsor is responsible for investing the
assets of the Fund in accordance with the objectives and policies
of the Fund. In addition, the Sponsor arranges for one or more
third parties to provide administrative, custodial, accounting,
transfer agency and other necessary services to the Fund. For these
third party services, the Fund pays the fees set forth in the table
below entitled “Contractual Fees and Compensation
Arrangements with the Sponsor and Third-Party Service
Providers.” For the Sponsor’s services, the Fund is
contractually obligated to pay a monthly management fee to the
Sponsor, based on average daily net assets, at a rate equal to
1.00% per annum. The Sponsor can elect to waive the payment of this
fee in any amount at its sole discretion, at any time and from time
to time, in order to reduce the Fund’s expenses or for any
other purpose.
42
Custodian,
Registrar, Transfer Agent, Fund Accountant, and Fund
Administrator
In its capacity as the Fund’s custodian,
the Custodian, currently U.S. Bank, N.A., holds the Fund’s
securities, cash and/or cash equivalents pursuant to a custodial
agreement. Global Fund Services, an entity affiliated with U.S.
Bank, N.A., is the registrar and transfer agent for the
Fund’s Shares. In addition, Global Fund Services also serves
as Administrator for the Fund, performing certain administrative
and accounting services and preparing certain SEC and CFTC reports
on behalf of the Fund.
The Custodian is located at 1555 North
Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank
N.A. is a nationally chartered bank, regulated by the Office of the
Comptroller of the Currency, Department of the Treasury, and is
subject to regulation by the Board of Governors of the Federal
Reserve System. The principal address for Global Fund Services is
615 East Michigan Street, Milwaukee, Wisconsin,
53202.
U.S. Bancorp Fund Services is the broker for
some, but not all, of the equity transactions related to the
purchase and sale of the Underlying Funds for the
Fund.
Distributor
The Fund employs Foreside Fund Services, LLC as
the Distributor for the Fund. 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 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 the FINRA rules
(“Registered Representatives”). 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 (“SEC”) and a member of
FINRA.
Clearing
Broker
The Fund purchases and sells shares of the
Underlying Funds through broker-dealers selected on a trade by
trade basis. Commissions and other transactions costs for such
transactions are negotiated separately with each such
broker-dealer.
E D & F Man Capital Markets, Inc. (“E
D & F Man”) serves as the Fund’s clearing broker to
execute and clear the Fund’s futures and provide other
brokerage-related services. E D & F Man is registered as an FCM
with the CFTC, is a member of the National Futures Association
(“NFA”) and is a clearing member of all major U.S.
futures exchanges. E D & F Man’s Designated
Self-Regulatory Organization is the Chicago Mercantile Exchange
Inc. (www.cmegroup.com).
E D & F Man is also registered as a broker-dealer
(“BD”) with the SEC and is a member of the Financial
Industry Regulatory Authority, Inc.
(“FINRA”).
Except as indicated below,
there have 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.
43
United States District Court for the Southern
District of New York, Civil Action No.
19-CV-8217
In a private litigation,
plaintiffs allege, among other things, that E D & F Man made
certain fraudulent misrepresentations to them that they relied upon
in connection with a futures account carried by E D & F Man in
its capacity as a futures commission merchant. The plaintiffs
allege claims of common law fraud, negligence, breach of fiduciary
duty, breach of contract, breach of the duty of good faith and fair
dealing and misrepresentation/omission and seek compensatory
damages of approximately $2,029,659 plus interest, costs,
attorneys' fees and punitive damages. E D & F Man filed an
Amended Answer and a Counterclaim in which E D & F Man denies
the substantive allegations against it and asserted a counterclaim
for breach of contract, indemnification and legal
fees.
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 E D
& F Man Capital Markets Inc. (0002613) and then click
“Go”. You will be transferred to the NFA’s
information specific to E D & F Man Capital Markets Inc. Under
the heading “Regulatory Actions”, click
“details” and you will be directed to the full list of
regulatory actions brought by the CFTC and
exchanges.
Effective in 2019, U.S. Bank N.A. became the
broker for some, but not all, of the equity transactions related to
the purchase and sale of the Underlying Funds for TAGS. The Bank of
New York Mellon Capital Markets was previously the broker since
inception of the TAGS Fund.
E D & F Man, in its capacity as a registered
FCM, will serve as the Fund's clearing broker and, as such, will
arrange for the execution and clearing of the Fund's futures and
options on futures transactions. E D & F Man acts as clearing
broker for many other funds and individuals.
The investor should be advised that E D & F
Man is not affiliated with and does not act as a supervisor of the
Fund or the Fund's Sponsor, investment managers, members, officers,
administrators, transfer agents, registrars or organizers.
Additionally, E D & F Man is not acting as an underwriter or
sponsor of the offering of any shares or interests in the Fund and
has not passed upon the adequacy of this prospectus, the merits of
participating in this offering or on the accuracy of the
information contained herein.
Additionally, E D & F Man does not provide
any commodity trading advice regarding the Underlying Funds’
trading activities. Investors should not rely upon E D & F Man
in deciding whether to invest in the Underlying Funds or retain
their interests in the Funds. Investors should also note that the
Underlying Funds may select additional clearing brokers or replace
E D & F Man as the Funds’ clearing
broker.
Payments
to Certain Third Parties
The Sponsor employs Thales Capital Partners LLC
(Thales) for distribution and solicitation-related services. Thales
is registered as a Broker-Dealer with the SEC and a member of
Financial Industry Regulatory Authority (FINRA) and SIPC. Thales
receives an annual fee of $90,000 and an additional 0.0015% of
average daily net assets in referred accounts for distribution and
solicitation-related services. This additional fee is determined by
an agreed upon level of assets at the time of signing the
contract.
Commodity
Trading Advisor
Currently, the Sponsor does not employ commodity
trading advisors. If, in the future, the Sponsor does employ
commodity trading advisors, it will choose each advisor based on
arm’s length negotiations and will consider the
advisor’s experience, fees, and
reputation.
44
Contractual
Fees and Compensation Arrangements with the Sponsor and Third-Party
Service Providers
Service
Provider
|
|
Compensation Paid by the
Fund
|
|
Compensation
Paid by the Underlying
Funds
|
Teucrium Trading, LLC,
Sponsor
|
|
None.
|
|
1.00% of average net assets
annually
|
U.S. Bank, N.A., Custodian
|
|
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 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
|
U.S. Bancorp Fund Services, LLC, doing business
as U.S. Bank Global Fund Services, Transfer Agent, Fund Accountant
and Fund Administrator
|
|
For Transfer Agency, Fund Accounting and Fund
Administration services, based on the total assets for all the
Funds in the Trust: 0.05% of average gross assets on the first $500
million, 0.04% on the next $500 million, 0.03% on the next $2
billion and 0.02% on the balance over $3 billion
annually.
A combined minimum annual fee of $47,000 for
custody, transfer agency, accounting and administrative services is
assessed per Fund.
|
|
For Transfer Agency, Fund Accounting and Fund
Administration services, based on the total assets for all the
Funds in the Trust: 0.05% of average gross assets on the first $500
million, 0.04% on the next $500 million, 0.03% on the next $2
billion and 0.02% on the balance over $3 billion
annually.
A combined minimum annual fee of $47,000 for
custody, transfer agency, accounting and administrative services is
assessed per Fund.
|
Foreside Fund Services, LLC,
Distributor
|
|
For reimbursement of expenses including sales
and advertising FINRA filing fees, and other miscellaneous expenses
incurred in connection with the provision of distribution services
on behalf of the Fund, not to exceed $6,000 for the two-year period
of May 1, 2020 to May 1, 2022 (the “two year offering
period”). The fees which will be paid to the Distributor by
the Fund for distribution services will not exceed $21,500 for the
two-year offering period.
The total amount of the SASA fee allocated to
the Fund is estimated to be approximately $500 for the two-year
offering period. The total amount of expenses to be reimbursed
under the SASA allocated to the Fund is estimated to be
approximately $400 for the two-year offering
period.
|
|
The Distributor receives a fee of 0.01% of the
Fund’s average daily net assets and an aggregate annual fee
of $100,000 for all Teucrium Funds, along with certain expense
reimbursements. Expense reimbursements consist of costs for sales
and advertising review fees and will not exceed $24,000 for the
two-year period of May 1, 2020 to May 1, 2022.
The total maximum base fee and basis point fee
for the two-year offering period equals $500,000. Therefore, the
maximum amount of fees the Distributor could receive from the
Underlying Funds for distribution services with respect to this
offering equals $500,000.
Under the Securities Activities and Service
Agreement, the Distributor receives compensation for its activities
on behalf of all the Teucrium Funds, which is estimated not to
exceed an aggregate for the Teucrium Funds of $25,500 per year and
$51,000 for the two-year offering period. Of this $51,000 mentioned
above, all will be allocated to the Underlying Funds. 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
Teucrium Funds, currently estimated at $20,950 per year and $41,900
for the two-year offering period. Of this $41,900 mentioned above,
all will be allocated to the Underlying Funds.
|
|
|
|
|
|
Broker-Dealers
|
|
As negotiated with the particular
broker-dealer.
|
|
N/A
|
|
|
|
|
|
Wilmington Trust Company,
Trustee
|
|
None
|
|
$3,300 annually
|
|
|
|
|
|
Employees of the Sponsor Registered with the
Distributor (the “Registered
Representatives”)
|
|
For services provided to the Fund, $7,500, such
amount to be paid by the Sponsor; for marketing and wholesaling
services, $2,000, such amount to be paid by the
Sponsor.
|
|
N/A
|
45
Other
Non-Contractual Payments by the Fund
The Fund pays for all brokerage fees, taxes and
other expenses, including licensing fees for the use of
intellectual property, registration or other fees paid to the SEC,
FINRA, or any other regulatory agency in connection with the offer
and sale of subsequent Shares after its initial registration and
all legal, accounting, printing and other expenses associated
therewith. The Fund also pays its portion of the fees and expenses
for services directly attributable to the Fund such as accounting,
financial reporting, regulatory compliance and trading activities,
which the Sponsor elected not to outsource. Certain aggregate
expenses common to all Teucrium Funds within the Trust are
allocated by the Sponsor to the respective funds based on activity
drivers deemed most appropriate by the Sponsor for such expenses,
including but not limited to relative assets under management and
creation order activity. These aggregate common expenses include,
but are not limited to, legal, auditing, accounting and financial
reporting, tax-preparation, regulatory compliance, trading
activities, and insurance costs, as well as fees paid to the
Distributor. A portion of these aggregate common expenses are
related to the Sponsor or related parties of principals of the
Sponsor; these are necessary services to the Teucrium Funds, which
are primarily the cost of performing certain accounting and
financial reporting, regulatory compliance, and trading activities
that are directly attributable to the Fund and are included,
primarily, in distribution and marketing fees.
|
Year Ended
December 31, 2020
|
Year Ended
December 31, 2019
|
Year Ended
December 31, 2018
|
Recognized Related Party
Transactions
|
$10,906
|
$13,711
|
$18,186
|
Waived Related Party
Transactions
|
$9,518
|
$11,641
|
$13,526
|
The Sponsor can elect to pay (or waive
reimbursement for) certain fees or expenses that would generally be
paid for by the Fund, although it has no contractual obligation to
do so. Any election to pay or waive reimbursement for fees that
would generally be paid by the Fund, can be changed at the
discretion of the Sponsor. All asset-based fees and expenses are
calculated on the prior day's net assets.
The contractual and non-contractual fees and
expenses paid by the Fund as described above (exclusive of
estimated brokerage fees) are as follows, net of any expenses
waived by the Sponsor. These are also the “Other Fund Fees
and Expenses” included in the section entitled
“Breakeven Analysis” in this prospectus on page
7.
|
Per Share
|
Professional Fees1
|
$-
|
Distribution and Marketing Fees2
|
$0.03
|
Custodian Fees and Expenses3
|
$-
|
General and Administrative Fees4
|
$-
|
Business Permits and
Licenses
|
$-
|
Other Expenses
|
$-
|
Total Other Fund Fees and
Expenses
|
$0.03
|
(1) Professional fees consist of primarily, but
not entirely, legal, auditing and tax-preparation related
costs.
(2) Distribution and marketing fees consist of
primarily, but not entirely, fees paid to the Distributor (Foreside
Fund Services, LLC), costs related to regulatory compliance
activities, costs related to marketing and solicitation services,
and other costs related to the trading activities of the
Fund.
(3) Custodian and Administrator fees consist of
fees to the Administrator and the Custodian for accounting,
transfer agent and custodian activities.
(4) General and Administrative fees consist of
primarily, but not entirely, insurance and printing
costs.
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.
46
Registered
Form
Shares are issued in registered form in
accordance with the Trust Agreement. Global Fund Services has been
appointed registrar and transfer agent for the purpose of
transferring Shares in certificated form. Global Fund Services
keeps a record of all Shareholders and holders of the Shares in
certificated form in the registry (“Register”). The
Sponsor recognizes transfers of Shares in certificated form only if
done in accordance with the Trust Agreement. The beneficial
interests in such Shares are held in book-entry form through
participants and/or accountholders in DTC.
Book
Entry
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 participants’ 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 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 Securities Exchange Act of 1934 (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
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
accountholders of DTC. Because DTC can only act on behalf of DTC
Participants, who in turn act on behalf of Indirect Participants,
the ability of a person or entity having an interest in a global
certificate to pledge such interest to persons or entities that do
not participate in DTC, or otherwise take actions in respect of
such interest, may be affected by the lack of a certificate or
other definitive document representing such
interest.
DTC has advised us that it will take any action
permitted to be taken by a Shareholder (including, without
limitation, the presentation of a global certificate for exchange)
only at the direction of one or more DTC Participants in whose
account with DTC interests in global certificates are credited and
only in respect of such portion of the aggregate principal amount
of the global certificate as to which such DTC Participant or
Participants has or have given such direction.
47
Because the Trust was established as a Delaware
statutory trust, each Teucrium Fund and each other series that may
be established under the Trust in the future will be operated so
that it will be liable only for obligations attributable to such
series and will not be liable for obligations of any other series
or affected by losses of any other series. If any creditor or
shareholder of any particular series (such as the Fund) asserts
against the series a valid claim with respect to its indebtedness
or shares, the creditor or shareholder will only be able to obtain
recovery from the assets of that series and not from the assets of
any other series or the Trust generally. The assets of the Fund and
any other series will include only those funds and other assets
that are paid to, held by or distributed to the series on account
of and for the benefit of that series, including, without
limitation, amounts delivered to the Trust for the purchase of
shares in a series. This limitation on liability is referred to as
the Inter-Series Limitation on Liability. The Inter-Series
Limitation on Liability is expressly provided for under the
Delaware Statutory Trust Act, which provides that if certain
conditions (as set forth in Section 3804(a)) are met, then the
debts of any particular series will be enforceable only against the
assets of such series and not against the assets of any other
series or the Trust generally. In furtherance of the Inter-Series
Limitation on Liability, every party providing services to the
Trust, the Fund or the Sponsor on behalf of the Trust or the Fund,
will acknowledge and consent in writing to the Inter-Series
Limitation on Liability with respect to such party’s
claims.
The existence of a Trustee should not be taken
as an indication of any additional level of management or
supervision over the Fund or any Underlying Fund. Consistent with
Delaware law, the Trustee acts in an entirely passive role,
delegating all authority for the management and operation of the
Fund and the Trust to the Sponsor. The Trustee does not provide
custodial services with respect to the assets of the Fund or any
Underlying Fund.
Plan of
Distribution
Buying
and Selling Shares
Most investors buy and sell Shares of the Fund
in secondary market transactions through brokers. Shares trade on
the NYSE Arca under the ticker symbol “TAGS.” Shares
are bought and sold throughout the trading day like other publicly
traded securities. When buying or selling Shares through a broker,
most investors incur customary brokerage commissions and charges.
Investors are encouraged to review the terms of their brokerage
account for details on applicable charges and, as discussed below
under “U.S. Federal Income Tax Considerations,” any
provisions authorizing the broker to borrow Shares held on your
behalf.
The
Distributor and Authorized Purchasers
The offering of the Fund’s Shares is a
best efforts offering. The Fund continuously offers Creation
Baskets consisting of 12,500 Shares at their NAV through the
Distributor to Authorized Purchasers. Merrill Lynch Professional
Clearing Corp was the initial Authorized Purchaser. The initial
Authorized Purchaser purchased one Creation Basket of 50,000 units,
which was the Creation Basket size at the time of the initial
offering, at a per unit price of $50.00 on March 27, 2012. All
Authorized Purchasers pay a $250 fee for each Creation Basket
order.
The following entities have entered into
Authorized Purchaser Agreements with respect to the Fund: J.P.
Morgan Securities LLC, Merrill Lynch
Professional Clearing Corp., Goldman Sachs & Co., Citadel
Securities, LLC, and Virtu Americas LLC. Effective October 16,
2020, Deutsche Bank Securities Inc. terminated their agreement as
an Authorized Purchaser for the Fund.
In order to increase the amount of outstanding
Shares, the Sponsor or the Fund may compensate certain persons,
including broker-dealers, for purchasing Creation Baskets
themselves or for locating others to purchase Creation Baskets.
Assets under management derived from such purchases may represent a
significant proportion of total assets in the Fund. Any such
compensation paid to FINRA member firms will not exceed, in the
aggregate, $500,000 over the expected two-year offering period. The
Sponsor believes that increasing the assets under management of the
Fund is in the best interest of shareholders because it creates
economies of scale in the operation of the Fund and allows the Fund
the visibility to reach a broader group of investors. For example,
some advisers require funds to have a certain level of assets under
management before considering them for recommendation. Furthermore,
a larger number of Shares outstanding should increase liquidity
because there will be more Shares available for investors to buy
and sell in the secondary market. A smaller number of Shares
outstanding, conversely, may inhibit trading on the secondary
market by limiting Shares available for purchase at any given
time.
48
Because new Shares can be created and issued on
an ongoing basis, at any point during the life of the Fund, a
“distribution,” as such term is used in the 1933 Act,
will be occurring. Authorized Purchasers, other broker-dealers and
other persons are cautioned that some of their activities may
result in their being deemed participants in a distribution in a
manner that would render them statutory underwriters and subject
them to the prospectus-delivery and liability provisions of the
1933 Act. For example, an Authorized Purchaser, other broker-dealer
firm or its client will be deemed a statutory underwriter if it
purchases a basket from the Fund, breaks the basket down into the
constituent Shares and sells the Shares to its customers; or if it
chooses to couple the creation of a supply of new Shares with an
active selling effort involving solicitation of secondary market
demand for the Shares. In contrast, Authorized Purchasers may
engage in secondary market or other transactions in Shares that
would not be deemed “underwriting.” For example, an
Authorized Purchaser may act in the capacity of a broker or dealer
with respect to Shares that were previously distributed by other
Authorized Purchasers. A determination of whether a particular
market participant is an underwriter must take into account all the
facts and circumstances pertaining to the activities of the
broker-dealer or its client in the particular case, and the
examples mentioned above should not be considered a complete
description of all the activities that would lead to designation as
an underwriter and subject them to the prospectus-delivery and
liability provisions of the 1933 Act.
Dealers who are neither Authorized Purchasers
nor “underwriters” but are nonetheless participating in
a distribution (as contrasted to ordinary secondary trading
transactions), and thus dealing with Shares that are part of an
“unsold allotment” within the meaning of Section
4(a)(3)(C) of the 1933 Act, would be unable to take advantage of
the prospectus delivery exemption provided by Section 4(a)(3) of
the 1933 Act.
The Sponsor expects that any broker-dealers
selling Shares will be members of FINRA. Investors intending to
create or redeem baskets through Authorized Purchasers in
transactions not involving a broker-dealer registered in such
investor’s state of domicile or residence should consult
their legal advisor regarding applicable broker-dealer regulatory
requirements under the state securities laws prior to such creation
or redemption.
While the Authorized Purchasers may be
indemnified by the Sponsor, they will not be entitled to receive a
discount or commission from the Trust or the Sponsor for their
purchases of Creation Baskets.
The Fund’s NAV per Share is calculated
by:
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taking the current market value of its total
assets, and
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subtracting any liabilities and dividing the
balance by the number of Shares.
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Global Fund Services, in its capacity as the
“Administrator”, calculates the NAV of the Fund once
each trading day. It calculates NAV as of the earlier of the close
of the New York Stock Exchange or 4:00 p.m. (EST). The NAV for a
particular trading day is released after 4:15 p.m.
(EST).
For purposes of determining the Fund’s
NAV, the Fund’s investments in the Underlying Funds will be
valued based on the Underlying Funds’ NAVs. In turn, in
determining the value of the Futures Contracts held by the
Underlying Funds, the Administrator will use the closing price on
the exchange on which they are traded, except that the “fair
value” of a Futures Contract (as described in more detail
below) may be used when the Futures Contract close at its price
fluctuation limit for the day. The Administrator will determine the
value of all other Fund and Underlying Fund investments as of the
earlier of the close of the New York Stock Exchange or 4:00 p.m.
(EST), in accordance with the current Services Agreement between
the Administrator and the Trust. The value of over the counter
commodity interests will be determined based on the value of the
commodity or Futures Contract underlying such commodity interest,
except that a fair value may be determined if the Sponsor believes
that the Underlying Fund is subject to significant credit risk
relating to the counterparty to such commodity Interest. Cash
equivalents held by the Fund or Underlying Funds are valued by the
Administrator using values received from recognized third party
vendors (such as Reuters) and dealer quotes. NAV includes any
unrealized profit or loss on open commodity interests and any other
credit or debit accruing to the Fund but unpaid or not received by
the Fund.
49
The fair value of a commodity interest shall be
determined by the Sponsor in good faith and in a manner that
assesses the commodity interest’s value based on a
consideration of all available facts and information on the
valuation date. When a Futures Contract has closed at its price
fluctuation limit, the fair value determination attempts to
estimate the price at which such Futures Contract would be trading
in the absence of the price fluctuation limit (either above such
limit when an upward limit has been reached or below such limit
when a downward limit has been reached). Typically, this estimate
will be made primarily by reference to the price of comparable
commodity interests trading in the over the counter market. The
fair value of a commodity interest may not reflect such
instrument’s market value or the amount an Underlying Fund
might reasonably expect to receive upon closing out the
instrument.
In addition, in order to provide updated
information relating to the Fund for use by investors and market
professionals, ICE Data Indices, LLC calculates and disseminates
throughout the trading day an updated “indicative fund
value.” 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
indicative fund values of the Underlying Funds’ shares.
Changes in the value of cash and cash equivalents are not included
in the calculation of indicative fund value. For this and other
reasons, the indicative fund value disseminated during the NYSE
Arca trading hours should not be viewed as an actual real time
update of the NAV. NAV is calculated only once at the end of each
trading day.
The indicative fund value for the Fund and each
Underlying Fund is disseminated by one or more major market data
vendors on a per Share basis every 15 seconds during the NYSE Arca
Core Trading Session. The normal trading hours for Futures
Contracts may begin after 9:30 a.m. and end before 4:00 p.m. (EST),
and there is a gap in time at the beginning and the end of each day
during which the Underlying Funds’ shares are traded on the
NYSE Arca, but real-time trading prices for at least some of the
Futures Contracts held by the Underlying Funds are not available.
As a result, during those gaps there is no update to the indicative
fund values of the Underlying Funds and such indicative fund
values, therefore, will be static.
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 available through
on-line information services such as Bloomberg and
Reuters.
Dissemination of the indicative fund value
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 Fund Shares on the NYSE Arca.
Investors and market professionals are able throughout the trading
day to compare the market price of the Fund and the indicative fund
value. If the market price of Fund Shares 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
are not a minimum number of shares outstanding. Such arbitrage
trades can tighten the tracking between the market price of the
Fund and the indicative fund value and thus can be beneficial to
all market participants.
Creation and Redemption of
Shares
The Fund creates and redeems Shares from time to
time, but only in one or more Creation Baskets or Redemption
Baskets. The creation and redemption of baskets are only made in
exchange for delivery to the Fund or the distribution by the Fund
of the amount of cash, cash equivalents and/or Underlying Fund
shares equal to the combined NAV of the number of Shares included
in the baskets being created or redeemed determined as of 4:00 p.m.
(EST) on the day the order to create or redeem baskets is properly
received.
Authorized Purchasers are the only persons that
may place orders to create and redeem baskets. Authorized
Purchasers must be (1) either registered broker-dealers or other
securities market participants, such as banks and other financial
institutions, that are not required to register as broker-dealers
to engage in securities transactions as described below, 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, cash equivalents and/or Underlying Fund shares 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 of $250 to
the Custodian for each creation order they place and a fee of $250
per order for redemptions. Authorized Purchasers who make deposits
with the 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.
50
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 Exchange Act and a member
in good standing with FINRA or 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.
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 filed as an exhibit to the
registration statement of which this prospectus is a part. See
“Where You Can Find More Information” for information
about where you can obtain the registration
statement.
Creation
Procedures
On any business day, an Authorized Purchaser may
place an order with Global Fund Services in their capacity as the
transfer agent to create one or more baskets. 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 12:00 p.m. (EST)
or the close of regular trading on the New York Stock Exchange,
whichever is earlier. The day on which the Distributor receives a
valid purchase order is referred to as the purchase order
date.
By placing a purchase order, an Authorized
Purchaser agrees to deposit cash, cash equivalents, Underlying Fund
shares, or a combination of cash, cash equivalents and Underlying
Fund shares with the Fund, as described below. Prior to the
delivery of baskets for a purchase order, the Authorized Purchaser
must also have wired to the Sponsor 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 cash, cash
equivalents and/or Underlying Fund shares 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
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 cash, cash
equivalents, and/or Underlying Fund shares, including the remaining
maturities of the cash equivalents and/or Underlying Fund shares,
that may be included in deposits to create baskets. If cash
equivalents 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 Fund’s account
with the Custodian the required amount of cash, cash equivalents,
and/or Underlying Fund shares 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 two 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 directs DTC to credit the number of baskets ordered to
the Authorized Purchaser’s DTC account on the Purchase
Settlement Date.
51
Because orders to purchase baskets must be
placed by noon, (EST), but the total payment required to create a
basket during the continuous offering period will not be determined
until 4:00 p.m., (EST), on the date the purchase order is received,
Authorized Purchasers will not know the total amount of the payment
required to create a basket at the time they submit an irrevocable
purchase order for the basket. The Fund’s NAV and the total
amount of the payment required to create a basket could rise or
fall substantially between the time an irrevocable purchase order
is submitted and the time the amount of the purchase price in
respect thereof is determined.
Rejection
of Purchase Orders
The Sponsor acting by itself or through the
Distributor or Custodian may reject a purchase order or a Creation
Basket Deposit if:
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it determines that, due to position limits or
otherwise, investment alternatives that will enable the Fund to
meet its investment objective are not available or practicable at
that time;
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it determines that the purchase order or the
Creation Basket Deposit is not in proper form;
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it believes that acceptance of the purchase
order or the Creation Basket Deposit would have adverse tax
consequences to the Fund or its Shareholders;
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the acceptance or receipt of the Creation Basket
Deposit would, in the opinion of counsel to the Sponsor, be
unlawful;
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circumstances outside the control of the
Sponsor, Distributor or transfer agent make it, for all practical
purposes, not feasible to process creations of
baskets;
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there is a possibility that any or all of the
Benchmark Component Futures Contracts of an Underlying Fund on the
futures exchange from which the NAV of that Underlying Fund is
calculated will be priced at a daily price limit restriction;
or
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if, in the sole discretion of the Sponsor, the
execution of such an order would not be in the best interest of the
Fund or its Shareholders.
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None of the Sponsor, Distributor or transfer
agent will be liable for the rejection of any purchase order or
Creation Basket Deposit.
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 transfer agent to redeem one or more
baskets. Redemption orders must be placed by noon (EST) 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
the 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 the Fund by the end of a later
business day. 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.
52
Determination
of Redemption Distribution
The redemption distribution from the Fund
consists of a transfer to the redeeming Authorized Purchaser of an
amount of cash, cash equivalents and/or Underlying Fund shares 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 cash, cash equivalents, and/or Underlying Fund shares,
including the remaining maturities of the cash, cash equivalents
and/or Underlying Fund shares, that may be included in
distributions to redeem baskets. If cash equivalents are to be
included in a redemption distribution for orders placed on a given
business day, the Custodian and Administrator will publish an
estimate of the redemption distribution composition as of the
beginning of such day.
Delivery
of Redemption Distribution
The redemption distribution due from a Fund will
be delivered to the Authorized Purchaser on the Redemption
Settlement Date if the Fund’s DTC account has been credited
with the baskets to be redeemed. If the Fund’s DTC account
has not been credited with all of the baskets to be redeemed by the
end of such date, the redemption distribution will be delivered to
the extent of whole baskets received. Any remainder of the
redemption distribution will be delivered on the next business day
after the Redemption Settlement Date to the extent of remaining
whole baskets received. Pursuant to information from the Sponsor,
the Custodian will also be authorized to deliver the redemption
distribution notwithstanding that the baskets to be redeemed are
not credited to the Fund’s DTC account by noon (EST) on the
Redemption Settlement Date if the Authorized Purchaser has
collateralized its obligation to deliver the baskets through
DTC’s book entry-system on such terms as the Sponsor may from
time to time determine.
Suspension
or Rejection of Redemption Orders
The Sponsor may, in its discretion, suspend the
right of redemption, or postpone the redemption settlement date,
(1) for any period during which the NYSE Arca, CBOT or ICE is
closed other than customary weekend or holiday closings, or trading
on the NYSE Arca, CBOT or ICE, is suspended or restricted, (2) for
any period during which an emergency exists as a result of which
delivery, disposal or evaluation of cash equivalents 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 Underlying Funds on the CBOT or
ICE 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 the Fund’s assets at
an appropriate value to fund a redemption. If the Sponsor has
difficulty liquidating the 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 to 50,000 Shares (i.e., four baskets of 12,500
Shares each) or less, unless the Sponsor has reason to believe that
the placer of the redemption order does in fact possess all the
outstanding Shares of the Fund and can deliver
them.
Creation
and Redemption Transaction Fees
To compensate for expenses in connection with
the creation and redemption of baskets, an Authorized Purchaser is
required to pay a transaction fee of $250 per order to the
Custodian. The transaction fees may be reduced, increased or
otherwise changed by the Sponsor.
53
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.
As noted, the Fund will create and redeem Shares
from time to time, but only in one or more Creation Baskets or
Redemption Baskets. The creation and redemption of baskets are only
made in exchange for delivery to the Fund or the distribution by
the Fund of the amount of cash, cash equivalents and/or Underlying
Fund shares to the aggregate NAV of the number of Shares included
in the baskets being created or redeemed determined on the day the
order to create or redeem baskets is properly
received.
As discussed above, Authorized Purchasers are
the only persons that may place orders to create and redeem
baskets. Authorized Purchasers must be 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. An Authorized
Purchaser is under no obligation to create or redeem baskets, and
an Authorized Purchaser is under no obligation to offer to the
public Shares of any baskets it does create. Authorized Purchasers
that do offer to the public Shares from the baskets they create
will do so at per-Share offering prices that are expected to
reflect, among other factors, the trading price of the Shares on
the NYSE Arca, the NAV of the Shares at the time the Authorized
Purchaser purchased the Creation Baskets, the NAV of the Shares at
the time of the offer of the Shares to the public, the supply of
and demand for Shares at the time of sale, and the liquidity of the
commodity interest markets. The prices of Shares offered by
Authorized Purchasers are expected to fall between the Fund’s
NAV and the trading price of the Shares on the NYSE Arca at the
time of sale. Shares initially comprising the same basket but
offered by Authorized Purchasers to the public at different times
may have different offering prices. An order for one or more
baskets may be placed by an Authorized Purchaser on behalf of
multiple clients. Shares are expected to trade in the secondary
market on the NYSE Arca. Shares may trade in the secondary market
at prices that are lower or higher relative to their NAV per Share.
The amount of the discount or premium in the trading price relative
to the NAV per Share may be influenced by various factors,
including the number of investors who seek to purchase or sell
Shares in the secondary market and the liquidity of the commodity
interest markets. While the Shares trade on the NYSE Arca until
4:00 p.m. (EST), liquidity in the markets for commodity interests
may be reduced after the close of regular trading for Futures
Contracts (the closing hours of the CBOT and the ICE Futures are
adjusted periodically by those Exchanges and can be confirmed by
accessing the websites of those same). As a result, during this
time, trading spreads, and the resulting premium or discount, on
the Shares may widen.
Use of
Proceeds
The Sponsor causes the Fund to transfer the
proceeds of the sale of Creation Baskets to the Custodian or
another financial institution for use in trading activities and/or
investment in shares of the Underlying Funds or in cash
equivalents. Under normal market conditions, the Sponsor invests
substantially all of the Fund’s assets in shares of the
Underlying Funds, although some residual amount of Fund assets may
be held in cash and/or cash equivalents. The Sponsor invests the
Underlying Funds’ assets in Futures Contracts, other
commodity interests, cash and cash equivalents. When the Underlying
Funds purchase Futures Contracts and certain other commodity
Interests that are exchange-traded, the Underlying Fund is required
to deposit with the FCM on behalf of the exchange a portion of the
value of the contract or other interest as security to ensure
payment for the obligation under the Commodity Interests at
maturity. This deposit is known as initial margin. Counterparties
in transactions in over the counter commodity interests will
generally impose similar collateral requirements on the Underlying
Funds. The Sponsor invests the Underlying Funds’ assets that
remain after margin and collateral is posted in short-term Treasury
Securities, cash, and/or cash equivalents. Subject to these margin
and collateral requirements, the Sponsor has sole authority to
determine the percentage of assets that will
be:
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held as margin or collateral with FCMs or other
custodian;
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used for other investments;
and
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held in bank accounts to pay current obligations
and as reserves.
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54
In general, the Underlying Funds expect that
they will be required to post approximately 4-6% of the notional
amount of a commodity interest as initial margin when entering into
such commodity interest. Ongoing margin and collateral payments
will generally be required for both exchange-traded and over the
counter commodity interests based on changes in the value of the
commodity interests. Furthermore, ongoing collateral requirements
with respect to over the counter commodity interests are negotiated
by the parties, and may be affected by overall market volatility,
volatility of the underlying commodity or index, the ability of the
counterparty to hedge its exposure under the commodity interest,
and each party’s creditworthiness. In light of the differing
requirements for initial payments under exchange-traded and over
the counter commodity interests and the fluctuating nature of
ongoing margin and collateral payments, it is not possible to
estimate what portion of the Underlying Funds’ assets will be
posted as margin or collateral at any given time. Cash and cash
equivalents held by the Underlying Fund constitute reserves that
are available to meet ongoing margin and collateral requirements.
All interest and other income received by an Underlying Fund is
used for such Underlying Fund’s benefit.
An FCM, counterparty, government agency or
commodity exchange could increase margin or collateral requirements
applicable to the Fund to hold trading positions at any time.
Moreover, margin is merely a security deposit and has no bearing on
the profit or loss potential for any positions held. Further, under
recently adopted CFTC rules, the Fund may be obligated to post
initial and variation margin with respect to swaps (and options
that qualify as swaps) and traded over the counter, and, where
applicable, on SEFs.
The approximate 4-6% of the assets of the
Underlying Funds that are held by the FCM are held in segregation
pursuant to the CEA and CFTC regulations.
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, the Fund and
the Underlying Funds will continue to exist until terminated in
accordance with the Trust Agreement.
The
Sponsor’s Obligations
In addition to the duties imposed by the
Delaware Trust Statute, under the Trust Agreement the Sponsor has
obligations as a sponsor of the Trust, which include, among others,
responsibility for certain organizational and operational
requirements of the Trust, as well as fiduciary responsibility for
the safekeeping and use of the Trust’s assets, whether or not
in the Sponsor’s immediate possession or
control.
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, the Fund, the
Shareholders or to any other person, the Sponsor will not be liable
to the Trust, the Fund, the Shareholders or to any other person for
its good faith reliance on the provisions of the Trust Agreement or
this prospectus unless such reliance constitutes gross negligence
or willful misconduct on the part of the Sponsor. 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.
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 any other Teucrium Fund or any Shareholder for
any loss suffered by the Trust, the Fund or any other Teucrium 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, the Fund or any
other Teucrium Fund and such course of conduct did not constitute
gross negligence or willful misconduct of such Covered Person.
Subject to the foregoing, neither the Sponsor nor any other Covered
Person shall be personally liable for the return or repayment of
all or any portion of the capital or profits of any Shareholder or
assignee thereof, it being expressly agreed that any such return of
capital or profits made pursuant to the Trust Agreement shall be
made solely from the assets of the applicable Teucrium Fund without
any rights of contribution from the Sponsor or any other Covered
Person. A Covered Person shall not be liable for the conduct or
willful misconduct of any administrator or other delegate selected
by the Sponsor with reasonable care, provided, however, that the
Trustee and its Affiliates shall not, under any circumstances be
liable for the conduct or willful misconduct of any administrator
or other delegate or any other person selected by the Sponsor to
provide services to the Trust.
55
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 (excluding any taxes on compensation
received for services as Trustee or on indemnity payments
received), 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 Teucrium 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.
56
Meetings
Meetings of the Trust’s shareholders may
be called by the Sponsor and will be called by it upon the written
request of Shareholders holding at least 25% of the outstanding
Shares of the Trust or the Fund, as applicable (not including
Shares acquired by the Sponsor through its initial capital
contribution. The Sponsor shall deposit in the United States mail
or electronically transmit written notice to all Shareholders of
the 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.
Where the meeting is called upon the written request of the
shareholders of the Fund, or any other Teucrium Fund, as
applicable, such written notice shall be mailed or transmitted not
more than 45 days after such written request for a meeting was
received by the Sponsor.
Voting
Rights
Shareholders have no voting rights with respect
to the Trust or the Fund except as expressly provided in the Trust
Agreement. The Trust Agreement provides that shareholders
representing at least a majority (over 50%) of the outstanding
shares of the Teucrium 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 holding shares representing seventy-five
percent (75%) of the outstanding shares of the Teucrium 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.
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 the Fund’s assets. The Trust or the 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 the 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).
The Trust Agreement provides that every written
note, bond, contract, instrument, certificate or undertaking made
or issued by or on behalf of the Fund shall give notice to the
effect that the obligations of such instrument are not binding upon
the Shareholders individually but are binding only upon the assets
and property of the Fund.
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.
Notwithstanding obligations and expectations related to the
management of the Sponsor, the Sponsor’s principals, officers
and employees 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. As a
result, the principals could have a conflict between
responsibilities to the Fund on the one hand and to those other
entities on the other.
57
The Sponsor and its
principals, officers and employees may trade securities, futures
and related contracts for their own accounts, creating the
potential for preferential treatment of 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 or Underlying Funds. 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 Underlying
Funds.
The Sponsor has sole current authority to manage
the investments and operations of the Fund and the Underlying
Funds, and this may allow it to act in a way that furthers its own
interests which may create a conflict with your best interests,
including the authority of the Sponsor to allocate expenses to and
between the Teucrium Funds. Shareholders have very limited voting
rights with respect to the Fund, which will limit the 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. Shareholders have no voting rights with
respect to the Underlying Funds.
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. While the Sponsor will
attempt to maintain the equal allocation of Fund assets among the
four Underlying Funds, the Sponsor may have an incentive to
purchase shares of or trade in a particular Underlying Fund
relative to the other Underlying Funds.
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 the Sponsor pursues such
opportunity or directs it to another person or does not communicate
such opportunity to the Fund, and is not required to share income
or profits derived from such business ventures with the
Fund.
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.
Interests of Named Experts
and Counsel
No expert hired by the Fund to give advice on
the preparation of this offering document has been hired on a
contingent fee basis, nor do any of them have any present or future
expectation of interest in the Sponsor, Distributor, Authorized
Purchasers, Custodian/Administrator or other service providers to
the Fund.
58
Provisions of Federal and
State Securities Laws
This offering is made pursuant to federal and
state securities laws. The SEC and state securities agencies take
the position that indemnification of the Sponsor that arises out of
an alleged violation of such laws is prohibited unless certain
conditions are met. Those conditions require that no
indemnification of the Sponsor or any underwriter for the Fund may
be made in respect of any losses, liabilities or expenses arising
from or out of an alleged violation of 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 party seeking indemnification and the court approves the
indemnification; (ii) such claim has been dismissed with prejudice
on the merits by a court of competent jurisdiction as to the party
seeking indemnification; or (iii) a court of competent jurisdiction
approves a settlement of the claims against the party seeking
indemnification and finds that indemnification of the settlement
and related costs should be made, provided that, before seeking
such approval, the Sponsor or other indemnitee must apprise the
court of the position held by regulatory agencies against such
indemnification.
Books and
Records
The Trust keeps its books of record and account
at its office located at, Three Main Street, Suite 215, Burlington,
VT 05401, or at the offices of the Administrator, U.S. Bancorp Fund
Services, LLC, doing business as U.S. Bank Global Fund Services,
located at 777 E. Wisconsin Ave, 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.
Statements, Filings, and
Reports to Shareholders
The Trust will furnish to DTC Participants for
distribution to Shareholders annual reports (as of the end of each
fiscal year) for the Fund as are required to be provided to
Shareholders by the CFTC and the NFA. These annual reports will
contain financial statements prepared by the Sponsor and audited by
an independent registered public accounting firm designated by the
Sponsor. The Trust will also post monthly reports to the
Fund’s website (www.teucrium.com).
These monthly reports will contain certain unaudited financial
information regarding the Fund, including the Fund’s NAV. The
Sponsor will furnish to the Shareholders other reports or
information which the Sponsor, in its discretion, determines to be
necessary or appropriate. In addition, under SEC rules the Trust
will be required to file quarterly and annual reports for the Fund
with the SEC, which need not be sent to Shareholders but will be
publicly available through the SEC. The Trust will post the same
information that would otherwise be provided in the Trust’s
CFTC, NFA and SEC reports on the Fund’s website www.teucrium.com.
The accountants’ report on its audit of
the Fund’s financial statements will be furnished by the
Trust to Shareholders upon request. The Trust will file such tax
returns, and prepare, disseminate and file such tax reports for the
Fund, as it is advised by its counsel or accountants are from time
to time required by any applicable statute, rule or regulation and
will make such tax elections for the Fund as it deems
advisable.
PricewaterhouseCoopers (“PwC”), 2001
Ross Avenue, Suite 1800, Dallas, Texas 75201-2997, will provide tax
information in accordance with the Code and applicable U.S.
Treasury Regulations. Persons treated as middlemen for purposes of
these regulations may obtain tax information regarding the Fund
from PwC or from the Fund’s website, www.teucrium.com.
Fiscal
Year
The fiscal year of the Fund is the calendar
year.
59
Governing
Law
The rights of the Sponsor, the Trust, the Fund,
DTC (as registered owner of the Fund’s global certificate for
Shares) and the Shareholders are governed by the laws of the State
of Delaware, except with respect to causes of action for violations
of U.S. federal or state securities laws. The Trust Agreement and
the effect of every provision thereof shall control over any
contrary or limiting statutory or common law of the State of
Delaware, other than the Delaware Trust
Statute.
Security Ownership of
Principal Shareholders and Management
The following table sets forth information with
respect to each person or entity known to own beneficially more
than 5% of the outstanding shares of TAGS as of December 31, 2020,
based on information known to the Sponsor.
(1)
Title of
Class
|
(2)
Name and
Address
of Beneficial
Owner
|
(3)
Amount and Nature of
Beneficial Ownership
|
(4)
Percent of
Class
|
TAGS
|
Jane Street Capital LLC
New York, NY
|
9,571 common units (1)
|
12.76%
|
TAGS
|
Gregory A. Toufayan
Saddle River, NJ
|
5,000 common units (1)
|
6.67%
|
TAGS
|
Yuqian Xu and Chunhua Qian
Shanghai, China
|
4,400 common units (1)
|
5.87%
|
The following table sets forth information
regarding the beneficial ownership of shares of TAGS by the
executive officers of the Sponsor as of January 31, 2021. Except as
listed, no other executive officer of the Sponsor is a beneficial
owner of shares of the Fund.
(1)
Title of
Class
|
(2)
Name of Beneficial
Owner
|
(3)
Amount and nature of
Beneficial Ownership
|
(4)
Percent of
Class
|
TAGS
|
Sal Gilbertie
|
2,300 common units
|
1.67%
|
______________________
Legal
Matters
Litigation
and Claims
Sal
Gilbertie, et al. vs. Dale Riker and Barbara
Riker: On November 30, 2020, certain Company officers
and members, along with the Sponsor, filed a Verified Complaint in
the Delaware Court of Chancery, C.A. No. 2020-1018-AGB, asserting
various claims against Dale Riker, the Sponsor’s former Chief
Executive Officer and Barbara Riker, the Sponsor’s former
Chief Financial Officer and Chief Compliance Officer. Among other
things, the Action responded to and addressed certain allegations
that Mr. Riker had made in a draft complaint that he threatened to
file (and subsequently did file) in New York Supreme Court (see
below discussion of that New York action). Through this Action, as
amended through an Amended Verified Complaint filed on February 18,
2021, the plaintiffs assert claims for a declaration concerning the
effects of the final order and judgment in the Riker Books and
Records Action; for a declaration concerning Mr. Riker’s
allegation that Mr. Gilbertie had entered into an agreement to
purchase Mr. Riker’s equity in the Company; for an order
compelling the return of property from Mr. Riker; for a declaration
concerning Mr. Riker’s allegations that the Sponsor and
certain of the plaintiffs had improperly removed him as an officer
and caused purportedly false financial information to be published;
for breach of Ms. Riker’s separation agreement with the
Sponsor; for tortious interference by Mr. Riker with Ms.
Riker’s separation agreement; for a declaration concerning
the releases that had been provided to Ms. Riker through her
separation agreement; for breach of the Company’s LLC
agreement by Mr. Riker; and for breach of fiduciary duty by Mr.
Riker.
Dale Riker
vs. Sal Gilbertie, et al.: On
November 24, 2020, Mr. Riker, through counsel, threatened to file
an action in New York Supreme Court against Mr. Gilbertie, Ms.
Mullen-Rusin, Mr. Kahler, and Mr. Miller, providing a copy of the
draft complaint that he threatened to file. On December 7, 2020,
Mr. Riker filed a version of his threatened complaint in the New
York Supreme Court, New York County, Index No. 656794/2020,
asserting both direct claims on his own behalf and derivative
claims on behalf of the Company (the “Riker v. Gilbertie
Action”). Through the Riker v. Gilbertie Action, Mr. Riker
asserts derivative claims for breach of fiduciary duty against Mr.
Gilbertie, Mr. Kahler, Ms. Mullen-Rusin, and Mr. Miller; a direct
claim for defamation against Messrs. Miller and Gilbertie; a direct
claim against Messrs. Miller and Gilbertie seeking a declaration
concerning the validity of actions taken by Company Class A
members; a direct claim for breach of the implied covenant of good
faith and fair dealing against Messrs. Miller and Gilbertie; a
direct claim against Mr. Gilbertie seeking specific performance of
an alleged agreement for Mr. Gilbertie to purchase Mr.
Riker’s equity in the Company; a derivative claim against Mr.
Gilbertie, Mr. Kahler, and Ms. Mullen-Rusin for unjust enrichment;
and a direct claim against Mr. Gilbertie, Mr. Miller, and Ms.
Mullen-Rusin for an equitable accounting. The complaint did not
seek any damages against the Sponsor.
The Sponsor intends to pursue its claims in
Delaware and defend vigorously against Mr. Riker’s claims in
New York.
Except as described above,
within the past 10 years of the date of this prospectus, there have
been no material administrative, civil or criminal actions against
the Sponsor, the Trust or the Fund, or any principal or affiliate
of any of them. This includes any actions pending, on appeal,
concluded, threatened, or otherwise known to
them.
60
Legal
Opinion
Vedder Price P.C. ("Vedder Price")
has been retained to advise the Trust and the Sponsor with respect
to the Shares being offered hereby and has passed upon the validity
of the Shares being issued hereunder. Vedder Price has also
provided the Sponsor with its opinion with respect to federal
income tax matters addressed below in “U.S. Federal Income
Tax Considerations.”.
Experts
The financial
statements of the Trust and the Fund incorporated by reference in
this prospectus and elsewhere in the registration statement have
been so incorporated by reference in reliance upon the report of Grant Thornton LLP (“Grant
Thornton”), independent registered public accountants, upon
the authority of said firm as experts in accounting and
auditing.
Privacy
Policy
The following discussion is qualified in its
entirety by reference to the privacy policy. A copy of the privacy
policy is available at www.teucrium.com.
The Sponsor, the Trust, and the Teucrium Funds
have adopted a privacy policy relating to the collection,
maintenance, and use of nonpublic personal information about the
Teucrium Funds’ current and former investors, as required
under federal law. Federal law
gives investors the right to limit some but not all sharing of
their nonpublic personal information. Federal law also requires the
Sponsor to tell investors how it collects, shares, and protects
such nonpublic personal information.
Collection
of Nonpublic Personal Information
The Sponsor may collect or have access to
nonpublic personal information about current and former Fund
investors for certain purposes relating to the operation of the
Funds. This information may include information received from
investors, such as their name, social security number, telephone
number, and address, and information about investors’
holdings and transactions in shares of the Teucrium
Funds.
Use and
Disclosure of Nonpublic Personal Information
The Sponsor does not sell nonpublic personal
information to any third parties. The Sponsor primarily uses
investors’ nonpublic personal information to complete
financial transactions that may be requested. The Sponsor may
disclose investors’ nonpublic personal information to third
parties under specific circumstances described in the privacy
policy. These circumstances include, among others, information
needed to complete financial transactions, information released at
the direction of an investor, and certain information requested by
courts, regulators, law enforcement, or tax authorities. Investors
may not opt out of these disclosures.
Investors’ nonpublic personal information,
particularly information about investors’ holdings and
transactions in shares of the Teucrium Funds, may be shared between
and amongst the Sponsor and the Teucrium Funds. An investor cannot opt-out of the sharing of
nonpublic personal information between and amongst the Sponsor and
the Teucrium Funds. However, the Sponsor and the Teucrium
Funds will not use this information for any cross-marketing
purposes. In other words, all
investors will be treated as having “opted out” of
receiving marketing solicitations from Teucrium Funds other than
the Teucrium Fund(s) in which it
invests.
61
Protection
of Nonpublic Personal Information
As described in the privacy policy, the Sponsor
takes safeguards to protect investors’ nonpublic personal
information, which include, among others, restricting access to
such information, requiring third parties to follow appropriate
standards of security and confidentiality, and maintaining
physical, technical, administrative, and procedural
safeguards.
Teucrium’s Website is hosted in the United
States and any data provided to Teucrium is stored in the United
States. If you choose to provide Personal Data from regions outside
of the United States, then by your submission of such data, you
acknowledge and agree that: (a) you are transferring your personal
information outside of those regions to the United States
voluntarily and with consent; (b) the laws and regulations of the
United States shall govern your use of the provision of your
information, which laws and regulations may differ from those of
your country of residence; and (c) you permit your personal
information to be used for the purposes herein and in the Privacy
Policy above.
U.S. Federal Income Tax
Considerations
The following discussion summarizes the material
U.S. federal income tax consequences of the purchase, ownership and
disposition of Shares of the Fund and the U.S. federal income tax
treatment of the Fund. Except where otherwise noted, this
discussion deals only with the U.S. federal income tax consequences
relating to Shares held as capital assets by U.S. Shareholders (as
defined below) who are not subject to special tax treatment.
For example, in general it does not address the tax consequences,
such as, but not limited to (i) dealers in securities, currencies,
or commodities, (ii) traders in securities, or dealers or traders
in commodities, that elect to use a mark-to-market method of
accounting, (iii) financial institutions, (iv) tax-exempt entities
(except as discussed below), (v) insurance companies, (vi) persons
holding Shares as a part of a position in a “straddle”
or as part of a “hedging,” “conversion,” or
other integrated transaction for U.S. federal income tax purposes,
(vii) persons with “applicable financial statements”
within the meaning of Section 451(b) of the Internal Revenue Code
of 1986, as amended (the “Code”), or (viii) holders of
Shares whose “functional currency” is not the U.S.
dollar. Furthermore, the discussion that follows below is
based on the provisions of the Code, and regulations
(“Treasury Regulations”), rulings, and judicial
decisions thereunder as of the date hereof, and such authorities
may be repealed, revoked, or modified (possibly with retroactive
effect) so as to result in U.S. federal income tax consequences
different from the consequences discussed
below.
The Sponsor has received the opinion of Vedder
Price, counsel to the Trust, that the material U.S. federal income
tax consequences to the Fund and to U.S. Shareholders and Non-U.S.
Shareholders (as defined below) will be as described in the
following paragraphs. In rendering its opinion, Vedder Price has
relied on the facts and assumptions described in this prospectus as
well as certain factual representations made by the Trust, the Fund
and the Sponsor. This opinion is not binding on the Internal
Revenue Service (the “IRS”) and is not a guarantee of
the results. No ruling has been requested from the IRS with
respect to any matter affecting the Fund or prospective
investors. The IRS may disagree with the tax positions taken
by the Trust, and, if the IRS were to challenge the Trust’s
tax positions in litigation, they might not be sustained by the
courts.
As used herein, the term “U.S.
Shareholder” means a Shareholder that is, for U.S. federal
income tax purposes, (i) a citizen or resident of the United
States, (ii) a corporation created or organized in or under the
laws of the United States or any political subdivision thereof,
(iii) an estate the income of which is subject to U.S. federal
income taxation regardless of its source or (iv) a trust that (a)
is subject to the supervision of a court within the United States
and the control of one or more United States persons as described
in section 7701(a)(30) of the Code or (b) has a valid election in
effect under applicable Treasury Regulations to be treated as a
United States person. A “Non-U.S.
Shareholder” is a holder that is not a U.S.
Shareholder. If a partnership or other entity or
arrangement treated as a partnership holds our Shares, the tax
treatment of a partner will generally depend upon the status of the
partner and the activities of the partnership. If you are a partner
of a partnership holding our Shares, the discussion below may not
be applicable to you and, you should consult your own tax advisor
regarding the tax consequences of acquiring, owning and disposing
of Shares.
EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT
ITS OWN TAX ADVISOR REGARDING THE U.S. FEDERAL INCOME TAX
CONSEQUENCES OF AN INVESTMENT IN SHARES, AS WELL AS ANY APPLICABLE
STATE, LOCAL, OR FOREIGN TAX CONSEQUENCES, IN LIGHT OF ITS
PARTICULAR CIRCUMSTANCES.
62
Tax
Classification of the Trust and the Fund
The Trust is organized and will be operated as a
statutory trust in accordance with the provisions of the Trust
Agreement and applicable Delaware law. Notwithstanding the
Trust’s status as a statutory trust and the Fund’s
status as a series of the Trust, due to the nature of the
Fund’s activities, the Fund will be classified as a
“business entity” rather than as a trust for U.S.
federal income tax purposes. In addition, the trading of
Shares on the NYSE Arca will cause the Fund to be classified as a
“publicly traded partnership” for U.S. federal income
tax purposes. Under the Code, a publicly traded partnership
generally is taxable as a corporation. In the case of a
business entity (such as the Fund) not registered under the
Investment Company Act of 1940, as amended, and not meeting certain
other conditions, however, an exception to this general rule
applies if at least 90% of the entity’s gross income is
“qualifying income” for each taxable year of its
existence (the “qualifying income exception”).
For this purpose, qualifying income is defined as including, in
pertinent part, interest (other than from a financial business),
dividends, and gains from the sale or disposition of capital assets
held for the production of interest or dividends. In the case
of a partnership of which a principal activity is the buying and
selling of commodities other than as inventory, or futures,
forwards, and options with respect to commodities,
“qualifying income” also includes income and gains from
commodities and from such futures, forwards, options, and, provided
the partnership is a trader or investor with respect to such
assets, swaps and other notional principal contracts with respect
to commodities.
The Trust and the Sponsor have made the
following representations (the “Representations”) to
Vedder Price:
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At least 90% of each Underlying Fund’s
gross income for each taxable year will constitute
“qualifying income” within the meaning of Code section
7704 (as described above);
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Each of the Underlying Funds is classified as a
partnership for U.S. federal income tax purposes and has not
elected, and will not elect, to be taxed as a corporation for U.S.
federal income tax purposes;
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In addition to holding shares of the Underlying
Funds, the only other assets the Fund may hold are residual amounts
in cash equivalents and/or cash (generally in interest-bearing
accounts);
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At least 90% of the Fund’s gross income
for each taxable year will consist of (i) qualifying income derived
by the Fund with respect to the Fund’s interests in the
Underlying Funds, and (ii) interest income;
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The Fund is organized and will be operated in
accordance with its governing documents and applicable law;
and
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The Fund has not elected, and will not elect, to
be classified as a corporation for U.S. federal income tax
purposes.
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Based in part on the Representations, Vedder
Price is of the opinion that, although the matter is not free from
doubt, it is more likely than not that (i) at least 90% of the
Fund’s gross income for each taxable year will constitute
“qualifying income” within the meaning of Code section
7704 and (ii) the Fund will be treated as a partnership that it is
not taxable as a corporation for U.S. federal income tax
purposes. The Fund’s taxation as a partnership
rather than as a corporation will require the Sponsor to conduct
the Fund’s business activities in such a manner that the Fund
satisfies the requirements of the qualifying income exception on a
continuing basis. No assurances can be given that the
Fund’s operations for any given year will produce income that
satisfies these requirements. Vedder Price will not
review the Fund’s ongoing compliance with these requirements
or with the Representations and will have no obligation to advise
the Trust, the Fund or the Fund’s Shareholders in the event
of any subsequent change in the facts, representations or
applicable law relied upon in reaching its
opinion.
If the Fund failed to satisfy the qualifying
income exception in any year, other than a failure that is
determined by the IRS to be inadvertent and that is cured within a
reasonable time after discovery (in which case, as a condition of
relief, the Fund could be required to pay the government amounts
determined by the IRS), the Fund would be taxable as a corporation
for U.S. federal income tax purposes and would pay U.S. federal
income tax on its income at regular corporate rates. In that
event, Shareholders would not report their share of the
Fund’s income or loss on their tax returns.
Distributions by the Fund (if any) would be treated as dividend
income to the Shareholders to the extent of the Fund’s
current and accumulated earnings and profits, then treated as a
tax-free return of capital to the extent of the Shareholder’s
basis in the Shares (and will reduce that basis), and, to the
extent it exceeds a Shareholder’s basis in such Shares, as
capital gain for Shareholders who hold their Shares as capital
assets. Accordingly, if the Fund were to be taxable as a
corporation, it likely would have a material adverse effect on the
economic return from an investment in the Fund and on the value of
the Shares.
63
The remainder of this summary assumes that the
Fund (and each Underlying Fund) is classified for U.S. federal
income tax purposes as a partnership that it is not taxable as a
corporation.
U.S.
Shareholders
Tax
Consequences of Ownership of Shares
Taxation of the
Fund’s Income. No U.S. federal income tax is
paid by the Fund on its income. Instead, the Fund files
annual partnership returns, and each U.S. Shareholder is required
to report on its U.S. federal income tax return its allocable share
of the income, gain, loss, deductions, and credits reflected on
such partnership returns. The Fund’s income, gain,
loss, deduction, or credits will include its allocable share of
those items derived from its interests in the Underlying
Funds. If the Fund recognizes income for a taxable year,
including interest and/or net capital gains from the cash
settlement of commodity interests as a result of its investment in
an Underlying Fund, Shareholders must report their share of these
items even though the Fund makes no distributions of cash or
property during the taxable year. Consequently, a Shareholder
may be taxable on income or gain recognized by the Fund (including
the Fund’s allocable share of income or gain derived from the
Underlying Funds) but receive no cash distribution with which to
pay the resulting tax liability, or may receive a distribution that
is insufficient to pay such tax liability. Because the
Sponsor currently does not intend to make distributions, it is
likely that a U.S. Shareholder that realizes net income or gain
with respect to Shares for a taxable year will be required to pay
any resulting tax from sources other than Fund distributions.
Additionally, individuals with modified adjusted gross income in
excess of $200,000 ($250,000 in the case of married individuals
filing jointly) and certain estates and trusts are subject to an
additional 3.8% tax on their “net investment income,”
which generally includes net income from interest, dividends,
annuities, royalties, and rents, and net capital gains (other than
certain amounts earned from trades or businesses). Also included as
income subject to the additional 3.8% tax is income from businesses
involved in the trading of financial instruments or commodities.
Shareholders subject to this provision may be required to pay this
3.8% surtax on interest income and capital gains allocated to them
by the Fund.
Monthly
Conventions for Allocations of the Fund’s Profit and Loss and
Capital Account Restatements. Under Code section 704,
the determination of a partner’s distributive share of any
item of income, gain, loss, deduction, or credit is governed by the
applicable organizational document unless the allocation provided
by such document lacks “substantial economic
effect.” An allocation that lacks substantial
economic effect nonetheless will be respected if it is in
accordance with the partners’ interests in the partnership,
determined by considering all facts and circumstances relating to
the economic arrangements among the partners. Subject to the
possible exception for certain conventions to be used by the Fund,
as discussed below, allocations pursuant to the Trust Agreement
should be considered as having substantial economic effect or being
in accordance with Shareholders’ interests in the
Fund.
In situations where a partner’s interest
in a partnership is redeemed or sold during a taxable year, the
Code generally requires that partnership tax items for the year be
allocated to the partner using either an interim closing of the
books or a daily proration method. The Fund intends to
allocate tax items using an interim closing of the book’s
method under which income, gains, losses, and deductions will be
determined on a monthly basis, taking into account the Fund’s
accrued income, deductions, gains, and losses (both realized and
unrealized) for the month. The tax items for each month
during a taxable year will then be allocated among the holders of
Shares in proportion to the number of Shares owned by them as of
the close of trading on the last trading day of the immediately
preceding month (the “monthly allocation
convention”).
Under the monthly allocation convention, an
investor who disposes of a Share during the current month will be
treated as disposing of the Share as of the end of the last day of
the calendar month. For example, an investor who buys a Share
on April 10 of a year and sells it on May 20 of the same year will
be allocated all of the tax items attributable to May (because it
is deemed to hold the Share through the last day of May) but none
of the tax items attributable to April. The tax items
attributable to that Share for April will be allocated to the
person who held the Share as of the close of trading on the last
trading day of March. Under the monthly allocation
convention, an investor who purchases and sells a Share during the
same month, and therefore does not hold (and is not deemed to hold)
the Share at the close of the last trading day of either that month
or the previous month, will receive no allocations with respect to
that Share for any period. Accordingly, investors may not
receive allocations with respect to Shares that they actually held,
or they may receive allocations with respect to Shares attributable
to periods that they did not actually hold the
Shares.
Each of the Underlying Funds applies an
allocation method for its partnership items that is essentially
identical to the monthly allocation convention. Therefore, the
amounts allocated among Shareholders by the Underlying Fund
themselves are based on simplifying assumptions and conventions
that may not precisely reflect the Fund’s economic income or
loss from an investment in the Underlying
Funds.
64
By investing in Shares, a U.S. Shareholder
agrees that, in the absence of new legislation, regulatory or
administrative guidance, or judicial rulings to the contrary, it
will file its U.S. federal income tax returns in a manner that is
consistent with the monthly allocation convention as described
above and with the IRS Schedule K-1 or any successor form provided
to Shareholders by the Fund or the Trust.
For any month in which a Creation Basket is
issued or a Redemption Basket is redeemed, the Fund will credit or
debit the “book” capital accounts of existing
Shareholders with the amount of any unrealized gain or loss,
respectively, on Fund assets. For this purpose, the Fund will
use a convention whereby unrealized gain or loss will be computed
based on the lowest NAV of the Fund’s assets during the month
in which Shares are issued or redeemed, which may be different than
the value of the assets on the date of an issuance or
redemption. The capital accounts as adjusted in this manner
will be used in making tax allocations intended to account for
differences between the tax basis and fair market value of the
property owned by the Fund at the time new Shares are issued or
outstanding Shares are redeemed (so-called “reverse Code
section 704(c) allocations”). The intended effect of
these adjustments is to allocate equitably among Shareholders any
unrealized appreciation or depreciation in the Fund’s assets
existing at the time of a contribution or redemption for book and
tax purposes.
The conventions used by the Fund, as noted
above, in making tax allocations may cause a Shareholder to be
allocated more or less income or loss for U.S. federal income tax
purposes than its proportionate share of the economic income or
loss realized by the Fund during the period such Shareholder held
its Shares. This mismatch between taxable and economic income
or loss in some cases may be temporary, reversing itself in a later
year when the Shares are sold, but could be permanent. As one
example, a Shareholder could be allocated income accruing after it
sold its Shares, resulting in an increase in the basis of the
Shares (see “Tax Basis of
Shares ” below). In connection with the
disposition of the Shares, the additional basis might produce a
capital loss the deduction of which may be limited (see
“Limitations on
Deductibility of Losses and Certain Expenses”
below).
Section 754
election. The Fund (and each of the Underlying Funds)
has made the election permitted by Code section 754 (a
“section 754 election”), which election is irrevocable
without the consent of the IRS. The effect of this election
is that, when a secondary market sale of Shares occurs, the Fund
adjusts the purchaser’s proportionate share of the tax basis
of the Fund’s assets to fair market value, as reflected in
the price paid for the Shares, as if the purchaser had made a
direct acquisition of an interest in the Fund’s assets.
The section 754 election is intended to eliminate disparities
between a partner’s basis in its partnership interest and its
share of the tax basis of the partnership’s assets, so that
the partner’s allocable share of taxable gain or loss on a
disposition of an asset will correspond to the partner’s
share of the appreciation or depreciation in the value of the asset
since the partner acquired its interest. Depending on the
price paid for Shares and the tax basis of the Fund’s assets
at the time of the purchase, the effect of the section 754 election
on a purchaser of Shares may be favorable or unfavorable. In
order to make the appropriate basis adjustments in a cost-effective
manner, the Fund will use certain simplifying conventions and
assumptions. In particular, the Fund will obtain information
regarding secondary market transactions in its Shares and use this
information to adjust the Shareholders’ indirect basis in the
Fund’s assets. It is possible that the IRS could be
successful in asserting that the conventions and assumptions
applied are improper and require different basis adjustments to be
made, which could adversely affect some Shareholders. If the
Fund acquires shares of an Underlying Fund on the secondary market,
the Underlying Fund will adjust the Fund’s share of the tax
basis of the Underlying Fund’s assets using the conventions
and assumptions described above.
Section 1256
Contracts. Under the Code, special rules apply to
instruments constituting “section 1256
contracts.” Section 1256 requires that such
instruments held at the end of a taxable year be treated as if they
were sold for their fair market value on the last business day of
the taxable year (i.e.,
“marked to market”). Moreover, any gain or loss
realized from a disposition, termination or marking-to-market of
section 1256 contracts is treated as long-term capital gain or loss
to the extent of 60% thereof, and as short-term capital gain or
loss to the extent of 40% thereof, without regard to the actual
holding period (“60-40 Treatment”). The term
“section 1256 contract” generally includes, in relevant
part: (1) a ”regulated futures contract,”
defined as a contract (a) that is traded on or subject to the rules
of a national securities exchange that is registered with the SEC,
a domestic board of trade designated as a contract market by the
CFTC, or any other board of trade or exchange designated by the
Secretary of the Treasury (a “qualified board or
exchange”), and (b) with respect to which the amount required
to be deposited and the amount that may be withdrawn depends on a
system of “marking to market”; and (2) a non-equity
option traded on or subject to the rules of a qualified board or
exchange.
Many of the Underlying Funds’ Futures
Contracts will qualify as “section 1256 contracts”
under the Code, as will some other commodity interests that are
cleared through a qualified board or exchange. Any gain or
loss recognized by the Underlying Funds with respect to section
1256 contracts will be subject to 60-40 Treatment and will be
allocated to shareholders of the Underlying Fund (including the
Fund) in accordance with the monthly allocation convention.
Commodity swaps will most likely not qualify as section 1256
contracts. If a commodity swap is not taxable as a section 1256
contract, any gain or loss on the swap will be recognized at the
time of disposition or termination as long-term or short-term
capital gain or loss depending on the holding period of the swap in
the Underlying Fund’s hands.
65
Foreign exchange gains and losses realized by an
Underlying Fund in connection with certain transactions involving
foreign currency-denominated debt securities, certain futures
contracts, forward contracts, options and similar investments
denominated in a foreign currency, and payables or receivables
denominated in a foreign currency are subject to section 988 of the
Code, which generally causes such gain and loss to be treated as
ordinary income or loss. To the extent an Underlying Fund hold
foreign investments, it may be subject to withholding and other
taxes imposed by foreign countries. Tax treaties between certain
countries and the United States may reduce or eliminate such taxes.
Because the amount of an Underlying Fund’s investments in
various countries will change from time to time, it is not possible
to determine the effective rate of such taxes in
advance.
Limitations on
Deductibility of Losses and Certain Expenses. A number
of different provisions of the Code may defer or disallow the
deduction of losses or expenses allocated to Shareholders by the
Fund, including but not limited to those described
below.
A Shareholder’s deduction of its allocable
share of any loss of the Fund (including its allocable share of any
loss of an Underlying Fund) is limited to the lesser of (1) the tax
basis in its Shares or (2) in the case of a Shareholder that is an
individual or a closely held corporation, the amount that the
Shareholder is considered to have “at risk” with
respect to the Fund’s activities. In general, the
amount at risk initially will be a Shareholder’s invested
capital. Losses in excess of the amount at risk must be
deferred until years in which the Fund generates additional taxable
income against which to offset such carryover losses or until
additional capital is placed at risk.
Individuals and other non-corporate taxpayers
are permitted to deduct capital losses only to the extent of their
capital gains for the taxable year plus $3,000 of other
income. Unused capital losses can be carried forward and used
in future years, subject to these same limitations. In
addition, an individual taxpayer may elect to carry back net losses
on section 1256 contracts to each of the three preceding years and
use them to offset section 1256 contract gains in those years,
subject to certain limitations. Corporate taxpayers generally
may deduct capital losses only to the extent of capital gains,
subject to special carryback and carryforward
rules.
The deduction for expenses incurred by
non-corporate taxpayers constituting “miscellaneous itemized
deductions,” generally including investment-related expenses
(other than interest and certain other specified expenses), is
suspended for taxable years beginning after December 31, 2017 and
before January 1, 2026. During these taxable years, non-corporate
taxpayers will not be able to deduct miscellaneous itemized
deductions. Provided the suspension is not extended for taxable
years ending on or after January 1, 2026, miscellaneous itemized
deductions are deductible only to the extent that they exceed 2% of
the taxpayer’s adjusted gross income for the year.
Although the matter is not free from doubt, the Sponsor believes
that the expenses of the Fund (including its allocable share of the
expenses of the Underlying Funds) will constitute
investment-related expenses subject to this miscellaneous itemized
deduction limitation, rather than expenses incurred in connection
with a trade or business, and the Fund will report these expenses
consistent with that interpretation. For taxable years beginning on
or after January 1, 2026, the Code imposes additional limitations
on the amount of certain itemized deductions allowable to
individuals with adjusted gross income in excess of certain amounts
by reducing the otherwise allowable portion of such deductions by
an amount equal to the lesser of:
● 3% of the individual’s adjusted
gross income in excess of certain threshold amounts;
or
● 80% of the amount of certain itemized
deductions otherwise allowable for the taxable
year.
Non-corporate Shareholders generally may deduct
“investment interest expense” only to the extent of
their “net investment income.” Investment
interest expense of a Shareholder will generally include any
interest expense accrued by the Fund (or an Underlying Fund) and
any interest paid or accrued on direct borrowings by a Shareholder
to purchase or carry its Shares, such as interest with respect to a
margin account. Net investment income generally includes
gross income from property held for investment (including
“portfolio income” under the passive loss rules but
not, absent an election, long-term capital gains or certain
qualifying dividend income) less deductible expenses other than
interest directly connected with the production of investment
income.
66
If the Fund incurs indebtedness that is treated
as allocable to a trade or business, the Fund’s ability to
deduct interest on such indebtedness is limited to an amount equal
to the sum of (1) the Fund’s business interest income during
the year and (2) 30% of the Fund’s adjusted taxable income
for such taxable year. If the Fund is not entitled to fully deduct
its business interest in any taxable year, such excess business
interest expense will be allocated to each Shareholder as excess
business interest and can be carried forward by the Shareholder to
successive taxable years and used to offset any excess taxable
income allocated by the Fund to such Shareholder. Any excess
business interest expense allocated to a Shareholder will reduce
such Shareholder’s basis in its Shares in the year of the
allocation even if the expense does not give rise to a deduction to
the Shareholder in that year. Immediately prior to a
Shareholder’s disposition of its Shares, the
Shareholder’s basis will be increased by the amount by which
such basis reduction exceeds the excess interest expense that has
been deducted by such Shareholder. This limitation also applies to
any indebtedness incurred by an Underlying Fund with respect to its
trade or business, if any.
To the extent that the Fund allocates losses or
expenses to a Shareholder that are deferred or disallowed as a
result of the limitations described above or other limitations in
the Code, the Shareholder may be taxed on income in excess of its
economic income or distributions (if any) on its Shares. As
one example, a Shareholder could be allocated and required to pay
tax on its share of interest income accrued by the Fund for a
particular taxable year and, in the same year, be allocated a share
of a capital loss that the Shareholder cannot deduct currently
because it has insufficient capital gains against which to offset
the loss. As another example, a Shareholder could be
allocated and required to pay tax on its share of interest income
and capital gain for a year, but be unable to deduct some or all of
its share of Fund expenses and/or margin account interest incurred
by the Shareholder with respect to its Shares. Each
Shareholder is urged to consult its own tax advisor regarding the
effect of limitations under the Code on the ability to deduct its
allocable share of the Fund’s losses and
expenses.
Tax Basis
of Shares
A Shareholder’s tax basis in its Shares is
important in determining (1) the amount of taxable gain or loss
that it will realize on the sale or other disposition of its
Shares, (2) the amount of non-taxable distributions that it may
receive from the Fund, and (3) its ability to utilize its
distributive share of any losses of the Fund on its federal income
tax return. A Shareholder’s initial tax basis of its
Shares will equal its cost for the Shares plus its share of the
Fund’s liabilities (if any) at the time of purchase. In
general, a Shareholder’s “share” of the
Fund’s liabilities will equal the sum of (i) the entire
amount of any otherwise nonrecourse liability of the Fund as to
which the Shareholder or certain affiliates of the Shareholder is
the creditor (a “partner nonrecourse liability”) and
(ii) a pro rata share of any nonrecourse liabilities of the Fund
that are not partner nonrecourse liabilities as to any
Shareholder. For this purpose, the Fund’s liabilities
will include its share of any liabilities of an Underlying
Fund.
A Shareholder’s tax basis in its Shares
generally will be (1) increased by (a) its allocable share of the
Fund’s taxable income and gain and (b) any additional
contributions by the Shareholder to the Fund and (2) decreased (but
not below zero) by (a) its allocable share of the Fund’s tax
deductions and losses and (b) distributions (if any) by the Fund to
the Shareholder. For this purpose, an increase in a
Shareholder’s share of the Fund’s liabilities will be
treated as a contribution of cash by the Shareholder to the Fund
and a decrease in that share will be treated as a distribution of
cash by the Fund to the Shareholder. Pursuant to certain IRS
rulings, a Shareholder will be required to maintain a single,
“unified” basis in all Shares that it owns. As a
result, when a Shareholder that acquired its Shares at different
prices sells less than all of its Shares, such Shareholder will not
be entitled to specify particular Shares (e.g., those with a higher basis) as
having been sold. Rather, the Shareholder must determine its
gain or loss on the sale by using an “equitable
apportionment” method to allocate a portion of its unified
basis in its Shares to the Shares sold.
Treatment of
Fund Distributions. If the Fund makes non-liquidating
distributions to Shareholders, such distributions generally will
not be taxable to any particular Shareholder for U.S. federal
income tax purposes except to the extent that the amount of money
distributed exceeds the Shareholder’s adjusted basis of its
interest in the Fund immediately before the distribution. Any
money distributed that is in excess of a Shareholder’s tax
basis generally will be treated as gain from the sale or exchange
of Shares. For purposes of determining the gain recognized on
a distribution from a partnership, a marketable security
distributed to a partner is generally treated as money. This
treatment, however, does not apply to distributions to
“eligible partners” of an “investment
partnership,” as those terms are defined in the Code. Similar
rules apply to non-liquidating distributions received by the Fund
from an Underlying Fund.
67
Tax
Consequences of Disposition of Shares
If a Shareholder sells its Shares, it will
recognize gain or loss equal to the difference between the amount
realized and its adjusted tax basis for the Shares sold. A
Shareholder’s amount realized will be the sum of the cash or
the fair market value of other property received plus its share of
the Fund's liabilities (including an allocable share of any
Underlying Fund's liabilities).
Gain or loss recognized by a Shareholder on the
sale or exchange of Shares held for more than one year generally
will be taxable as long-term capital gain or loss; otherwise, such
gain or loss generally will be taxable as short-term capital gain
or loss. A special election is available under the Treasury
Regulations that allows Shareholders to identify and use the actual
holding periods for the Shares sold for purposes of determining
whether the gain or loss recognized on a sale of Shares will give
rise to long-term or short-term capital gain or loss. It is
expected that most Shareholders will be eligible to elect, and
generally will elect, to identify and use the actual holding period
for Shares sold. If a Shareholder who has different holding
periods for its Shares fails to make the election or is not able to
identify the holding periods of the Shares sold, the Shareholder
may have a split holding period in the Shares sold. Under
such circumstances, a Shareholder will be required to determine its
holding period in the Shares sold by first determining the portion
of its entire interest in the Fund that would give rise to
long-term capital gain or loss if its entire interest were sold and
the portion that would give rise to short-term capital gain or loss
if the entire interest were sold. The Shareholder then would
treat each Share sold as giving rise to long-term capital gain or
loss and short-term capital gain or loss in the same proportions as
if it had sold its entire interest in the Fund.
Under Code section 751, a portion of a
Shareholder’s gain or loss from the sale of Shares
(regardless of the holding period for such Shares), will be
computed separately and taxed as ordinary income or loss to the
extent attributable to “unrealized receivables” or
“inventory” owned by the Fund (or by an Underlying
Fund). The term “unrealized receivables”
includes, among other things, market discount bonds and short-term
debt instruments to the extent that such items would give rise to
ordinary income if sold by the Fund (or by an Underlying Fund).
However, the short-term capital gain on section 1256 contracts
resulting from 60-40 Treatment, described above, should not be
subject to this rule.
If some or all of a Shareholder’s Shares
are lent by its broker or other agent to a third party—for
example, for use by the third party in covering a short
sale—the Shareholder may be considered as having made a
taxable disposition of the loaned Shares, in which
case—
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The Shareholder may recognize taxable gain or
loss to the same extent as if it had sold the Shares for
cash;
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Any of the income, gain, loss, or deduction
allocable to those Shares during the period of the loan is not
reportable by the Shareholder for U.S. federal income tax purposes;
and
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Any distributions that the Shareholder receives
with respect to the Shares under the loan agreement will be fully
taxable to the Shareholder, most likely as ordinary
income.
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Shareholders desiring to avoid these and other
possible consequences of a deemed disposition of their Shares
should consider modifying any applicable brokerage account
agreements to prohibit the lending of their
Shares.
Other
U.S. Federal Income Tax Matters
Information
Reporting. The Fund provides tax information to
Shareholders and to the IRS, as required. Shareholders are
treated as partners for U.S. federal income tax purposes.
Accordingly, the Fund will furnish Shareholders each year with tax
information on IRS Schedule K-1 (Form 1065), which will be used by
the Shareholders in completing their tax returns. The IRS has
ruled that assignees of partnership interests that have not been
admitted to a partnership as partners but who have the capacity to
exercise substantial dominion and control over the assigned
partnership interests will be considered partners for U.S. federal
income tax purposes. On the basis of this ruling, except as
otherwise provided herein, the Fund will treat as a Shareholder any
person whose shares are held on their behalf by a broker or other
nominee if that person has the right to direct the nominee in the
exercise of all substantive rights attendant to the ownership of
the Shares.
68
Persons who hold an interest in the Fund as a
nominee for another person are required to furnish to the Fund the
following information: (1) the name, address, and
taxpayer identification number of the beneficial owner and the
nominee; (2) whether the beneficial owner is (a) a person that is
not a U.S. person, (b) a foreign government, an international
organization, or any wholly-owned agency or instrumentality of
either of the foregoing, or (c) a tax-exempt entity; (3) the number
and a description of Shares acquired or transferred for the
beneficial owner; and (4) certain information including the dates
of acquisitions and transfers, means of acquisitions and transfers,
and acquisition cost for purchases, as well as the amount of net
proceeds from sales. Brokers and financial institutions are
required to furnish additional information, including whether they
are U.S. persons and certain information on Shares that they
acquire, hold, or transfer for their own account. A penalty
of $250 per failure (as adjusted for inflation), up to a maximum of
$3,000,000 per calendar year (as adjusted for inflation), is
imposed by the Code for failure to report such information
correctly to the Fund. If the failure to furnish such
information correctly is determined to be willful, the per failure
penalty increases to $500 (as adjusted for inflation) or, if
greater, 10% of the aggregate amount of items required to be
reported, and the $3,000,000 maximum does not apply. The nominee is
required to supply the beneficial owner of the Shares with the
federal income tax information furnished by the
Fund.
Partnership
Audit Procedures. The IRS may audit the U.S.
federal income tax returns filed by the Fund (or by an Underlying
Fund). Adjustments resulting from any such audit may require
a Shareholder to adjust a prior year’s tax liability and
could result in an audit of the Shareholder’s own
return. Any audit of a Shareholder’s return could
result in adjustments of non-partnership items as well as Fund
items. Partnerships generally are treated as separate
entities for purposes of U.S. federal income tax audits, judicial
review of administrative adjustments by the IRS, and tax settlement
proceedings. The tax treatment of partnership items of
income, gain, loss, and deduction are determined at the partnership
level in a unified partnership proceeding rather than in separate
proceedings with the partners. The Code provides for one
partner to be designated as the “tax matters partner”
and to represent the partnership at these proceedings. The
Trust Agreement appoints the Sponsor as the tax matters partner of
the Fund.
The Bipartisan Budget Act of 2015 adopted a new
partnership-level audit and assessment procedure for all entities
treated as partnerships for U.S. federal income tax purposes. These
new rules generally apply to partnership taxable years beginning
after December 31, 2017.Under these rules, tax deficiencies
(including interest and penalties) that arise from an adjustment to
partnership items generally would be assessed and collected from
the partnership (rather than from the partners), and generally
would be calculated using maximum applicable tax rates (although
such partnership level tax may be reduced or eliminated under
limited circumstances). A narrow category of partnerships
(generally, partnerships having no more than 100 partners that
consist exclusively of individuals, C corporations, S corporations
and estates) are permitted to elect out of the new
partnership-level audit rules. As an alternative to
partnership-level tax liability, a partnership may elect to furnish
adjusted Schedule K-1s to the IRS and to each person who was a
partner in the audit year, stating such partner’s share of
any partnership adjustments, and each such partner would then take
the adjustments into account on its tax returns in the year in
which it receives its adjusted Schedule K-1 (rather than by
amending their tax returns for the audited year). If the Fund were
subject to a partnership level tax as a result of these new rules,
the economic return of all Shareholders (including Shareholders
that did not own Shares in the Fund during the taxable year to
which the audit relates) may be affected.
To address these new rules, the Sponsor amended
the Trust Agreement so that if the Fund becomes subject to any tax
as a result of any adjustment to taxable income, gain, loss,
deduction or credit for any taxable year of the Fund (pursuant to a
tax audit or otherwise), such Shareholder (and each former
Shareholder) is obligated to indemnify the Fund and the Sponsor
against any such taxes (including any interest and penalties) to
the extent such tax (or portion thereof) is properly attributable
to such Shareholder (or former Shareholder). In addition, the
Sponsor, on behalf of the Fund, will be authorized to take any
action permitted under applicable law to avoid the assessment of
any such taxes against the Fund (including an election to issue
adjusted Schedule K-1s to the Shareholders (and/or former
Shareholders) which takes such adjustments to taxable income, gain,
loss, deduction or credit into account.
Reportable
Transaction Rules. In certain circumstances, the
Code and Treasury Regulations require that the IRS be notified of
transactions through a disclosure statement attached to a
taxpayer’s U.S. federal income tax return. These
disclosure rules may apply to transactions irrespective of whether
they are structured to achieve particular tax benefits, and they
could require disclosure by the Trust or Shareholders if a
Shareholder incurs a loss in excess of a specified threshold from a
sale or redemption of its Shares and possibly in other
circumstances. While these rules generally do not require
disclosure of a loss recognized on the disposition of an asset in
which the taxpayer has a “qualifying basis” (generally
a basis equal to the amount of cash paid by the taxpayer for such
asset), they apply to a loss recognized with respect to interests
in a pass-through entity, such as the Shares or the Shares of an
Underlying Fund, even if the taxpayer’s basis in such
interests is equal to the amount of cash that it paid for such
interests. In addition, significant monetary penalties may be
imposed in connection with a failure to comply with these reporting
requirements. Investors should consult their own tax advisor
concerning the application of these reporting requirements to their
specific situation.
69
Tax-Exempt
Organizations. Subject to numerous exceptions,
qualified retirement plans and individual retirement accounts,
charitable organizations, and certain other organizations that
otherwise are exempt from U.S. federal income tax (collectively
“exempt organizations”) nonetheless are subject to the
tax on unrelated business taxable income
(“UBTI”). Generally, UBTI means the gross income
derived by an exempt organization from a trade or business that it
regularly carries on, the conduct of which is not substantially
related to the exercise or performance of its exempt purpose or
function, less allowable deductions directly connected with that
trade or business. If the Fund (or an Underlying Fund) were
to regularly carry on (directly or indirectly) a trade or business
that is unrelated to the exercise or performance of the exempt
purpose or function of an exempt organization Shareholder, then, in
computing its UBTI, that Shareholder would have to include its
share of (1) the Fund’s gross income (including the
Fund’s allocable share of the gross income of an Underlying
Fund) from the unrelated trade or business, whether or not
distributed, and (2) the Fund’s allowable deductions directly
connected with that gross income. An exempt organization that has
more than one unrelated trade or business generally must compute
its UBTI separately for each such trade or
business.
UBTI generally does not include dividends,
interest, payments with respect to securities loans, or gains from
the sale of property (other than property held for sale to
customers in the ordinary course of a trade or business).
Nonetheless, income on, and gain from the disposition of,
“debt-financed property” is UBTI. Debt-financed
property generally is income-producing property (including
securities) the use of which is not substantially related to the
exempt organization’s tax-exempt purpose or function, and
with respect to which there is “acquisition
indebtedness” at any time during the taxable year (or, if the
property was disposed of during the taxable year, the 12-month
period ending with the disposition). Acquisition indebtedness
includes debt incurred to acquire property, debt incurred before
the acquisition of property if the debt would not have been
incurred but for the acquisition, and debt incurred subsequent to
the acquisition of property if the debt would not have been
incurred but for the acquisition and, at the time of acquisition,
the incurrence of debt was foreseeable. The portion of the
income from debt-financed property attributable to acquisition
indebtedness is equal to the ratio of the average outstanding
principal amount of acquisition indebtedness over the average
adjusted basis of the property for the tax year. The Sponsor
currently does not anticipate that the Fund (or any Underlying
Fund) will borrow money to acquire investments; however, it cannot
be certain that the Fund (or an Underlying Fund) will not borrow
for such purpose in the future, which could result in an exempt
organization Shareholder having UBTI. In addition, an exempt
organization Shareholder that incurs acquisition indebtedness to
purchase its Shares in the Fund may have
UBTI.
The U.S. federal income tax rate applicable to
an exempt organization Shareholder on its UBTI generally will be
either the corporate or trust tax rate, depending upon the
Shareholder’s form of organization. The Fund may report
to each such Shareholder information as to the portion, if any, of
the Shareholder’s income and gains from the Fund for any year
that will be treated as UBTI; the calculation of that amount is
complex, and there can be no assurance that the Fund’s
calculation of UBTI will be accepted by the IRS. An exempt
organization Shareholder will be required to make payments of
estimated U.S. federal income tax with respect to its
UBTI.
Regulated
Investment Companies. Interests in and income
from “qualified publicly traded partnerships”
satisfying certain gross income tests are treated as qualifying
assets and income, respectively, for purposes of determining
eligibility under the Code for regulated investment company
(“RIC”) status. A RIC may invest up to 25% of its
assets in interests in qualified publicly traded
partnerships. The determination of whether a publicly traded
partnership such as the Fund is a qualified publicly traded
partnership is made on an annual basis. The Fund expects to
be a qualified publicly traded partnership in each of its taxable
years. However, such qualification is not
assured.
Non-U.S.
Shareholders
Generally, non-U.S. persons who derive
U.S.-source income or gain from investing or engaging in a U.S.
trade or business are taxable on two categories of income.
The first category consists of amounts that are fixed or
determinable, annual or periodic income, such as interest,
dividends, and rent that are not connected with the operation of a
U.S. trade or business (“FDAP”). The second
category is income that is effectively connected with the conduct
of a U.S. trade or business (“ECI”). FDAP income
(other than interest that is considered “portfolio
interest,” as discussed below) generally is subject to a 30%
U.S. withholding tax, which may be reduced for certain categories
of income by a treaty between the U.S. and the recipient’s
country of residence. In contrast, ECI generally is subject
to U.S. federal income tax on a net basis at graduated rates upon
the filing of a U.S. federal income tax return. Where a
non-U.S. person has ECI as a result of an investment in a
partnership, the ECI is currently subject to a withholding tax at a
rate of 37% for individual Shareholders and a rate of 21% for
corporate Shareholders. The rate of withholding on ECI, which
is the highest tax rate under Code section 1 for non-corporate
Non-U.S. Shareholders and Code section 11(b) for corporate Non-U.S.
Shareholders, may increase in future tax years if tax rates
increase from their current levels.
70
Withholding on
Allocations and Distributions. The Code provides
that a non-U.S. person who is a partner in a partnership that is
engaged in a U.S. trade or business during a taxable year also will
be considered to be engaged in a U.S. trade or business during that
year. Classifying an activity by a partnership as an
investment or an operating business is a factual
determination. Under certain safe harbors in the Code, an
investment fund whose activities consist of trading in stocks,
securities, or commodities for its own account generally will not
be considered to be engaged in a U.S. trade or business unless it
is a dealer in such stocks, securities, or commodities. This
safe harbor applies to investments in commodities only if (i) the
commodities are of a kind customarily dealt in on an organized
commodity exchange and (ii) the transaction is of a kind
customarily consummated at such place. Although the matter is
not free from doubt, in light of the activities currently
contemplated for the Fund and each of the Underlying Funds, neither
the Fund nor any Underlying Fund should be engaged in a trade or
business within the United States. However, there can be no
assurance that the IRS would not be successful in asserting that
the Fund or an Underlying Fund is engaged in a U.S. trade or
business.
In the event that the Fund or an Underlying Fund
is considered to be engaged in a U.S. trade or business, the Fund
would be required to withhold at the highest rate specified in Code
section 1 (currently 37%) on allocations of its ECI (including its
allocable share of any ECI of an Underlying Fund) to non-corporate
Non-U.S. Shareholders and the highest rate specified in Code
section 11(b) (currently 21%) on allocations of its ECI (including
its allocable share of any ECI of an Underlying Fund) to corporate
Non-U.S. Shareholders, when such income is distributed.
Non-U.S. Shareholders would also be subject to a 10%
withholding tax on the consideration payable upon a sale or
exchange of such Non-U.S. Shareholder’s Shares, although the
IRS has temporarily suspended this withholding for interests in
publicly traded partnerships until regulations implementing such
withholding are issued. If recently promulgated regulations are
finalized as proposed, such regulations would provide, with respect
to transfers of publicly traded interests in publicly traded
partnerships effected through a broker, that the obligation to
withhold is imposed on the transferor’s broker. However, it
is not clear when such regulations will be finalized and if they
will be finalized in their current form. A Non-U.S. Shareholder
with ECI generally will be required to file a U.S. federal income
tax return, and the return will provide the Non-U.S. Shareholder
with the mechanism to seek a refund of any withholding in excess of
such Shareholder’s actual U.S. federal income tax
liability.
Even if the Fund and each of the Underlying
Funds did not realize ECI, a Non-U.S. Shareholder nevertheless may
be treated as having FDAP income, which would be subject to a 30%
U.S. withholding tax (possibly subject to reduction by treaty),
with respect to some or all of its distributions from the Fund or
its allocable share of Fund income (including its allocable share
of any FDAP income of an Underlying Fund).
Amounts withheld by the Fund or an Underlying
Fund on behalf of a Non-U.S. Shareholder will be treated as being
distributed to such Shareholder to the extent possible. In
some cases, the Fund or an Underlying Fund may not be able to match
the economic cost of satisfying its withholding obligations to a
particular Non-U.S. Shareholder, which may result in that cost
being borne by the Fund or the Underlying Fund, generally, and
accordingly, by all Shareholders (including the Fund with respect
to its investment in an Underlying Fund)
proportionately.
To the extent that any interest income allocated
to a Non-U.S. Shareholder that otherwise constitutes FDAP is
considered “portfolio interest,” neither the allocation
of such interest income to the Non-U.S. Shareholder nor a
subsequent distribution of such interest income to the Non-U.S.
Shareholder will be subject to withholding, provided that the
Non-U.S. Shareholder is not otherwise engaged in a trade or
business in the U.S. and provides the Fund with a timely and
properly completed and executed IRS Form W-8BEN or other applicable
form. In general, portfolio interest is interest paid on debt
obligations issued in registered form, unless the recipient owns
10% or more of the voting power of the issuer. A Non-U.S.
Shareholder’s allocable share of interest on U.S. bank
deposits, certificates of deposit and discount obligations with
maturities from original issue of 183 days or less should also not
be subject to withholding. Generally, other interest from U.S.
sources paid to the Fund (or Underlying Funds) and allocable to
Non-U.S. Shareholders will be subject to
withholding.
In order for the Fund to avoid withholding on
any interest income allocable to Non-U.S. Shareholders that would
qualify as portfolio interest, it will be necessary for all
Non-U.S. Shareholders to provide the Fund with a timely and
properly completed and executed Form W-8BEN (or other applicable
form).
Gain from Sale
of Shares. Gain from the sale or exchange of
Shares may be taxable to a Non-U.S. Shareholder if the Non-U.S.
Shareholder is a nonresident alien individual who is present in the
U.S. for 183 days or more during the taxable year. In such
case, the nonresident alien individual may be subject to a 30% U.S.
withholding tax on the amount of such individual’s
gain.
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Branch Profits
Tax on Corporate Non-U.S. Shareholders. In addition to the
taxes noted above, any Non-U.S. Shareholders that are corporations
may also be subject to an additional tax, the branch profits tax,
at a rate of 30%. The branch profits tax is imposed on a non-U.S.
corporation’s dividend equivalent amount, which generally
consists of the corporation’s after-tax earnings and profits
that are effectively connected with the corporation’s U.S.
trade or business but are not reinvested in a U.S. business. This
tax may be reduced or eliminated by an income tax treaty between
the United States and the country in which the Non-U.S. Shareholder
is a “qualified resident.”
Foreign Account
Tax Compliance Act. Legislation commonly
referred to as the Foreign Account Tax Compliance Act or "FATCA"
generally imposes a 30% U.S. withholding tax on payments of certain
types of income to foreign financial institutions that fail to
enter into an agreement with the United States Treasury to report
certain required information with respect to accounts held by U.S.
persons (or held by foreign entities that have U.S. persons as
substantial owners). The types of income subject to the
withholding tax include U.S.-source interest and dividends and the
gross proceeds from the sale of any property that could produce
U.S.-source interest or dividends. Proposed Treasury
Regulations, however, generally eliminate withholding under FATCA
on gross proceeds. Taxpayers generally may rely on these proposed
Treasury Regulations until final Treasury Regulations are issued.
The information required to be reported includes the identity and
taxpayer identification number of each account holder that is a
U.S. person and transaction activity within the holder’s
account. In addition, subject to certain exceptions, this
legislation also imposes a 30% U.S. withholding tax on payments to
foreign entities that are not financial institutions unless the
foreign entity certifies that it does not have a greater than 10%
U.S. owner or provides the withholding agent with identifying
information on each greater than 10% U.S. owner. Depending on
the status of a Non-U.S. Shareholder and the status of the
intermediaries through which it holds Shares, a Non-U.S.
Shareholder could be subject to this 30% U.S. withholding tax with
respect to distributions on its Shares. Under certain
circumstances, a Non-U.S. Shareholder may be eligible for a refund
or credit of such taxes.
Prospective Non-U.S. Shareholders should consult
their own tax advisor regarding these and other tax issues unique
to Non-U.S. Shareholders.
Backup
Withholding
The Fund may be required to withhold U.S.
federal income tax (“backup withholding”) from payments
to: (1) any Shareholder who fails to furnish the Fund
with his, her or its correct taxpayer identification number or a
certificate that the Shareholder is exempt from backup withholding,
and (2) any Shareholder with respect to which the IRS notifies the
Fund that the Shareholder is subject to backup withholding.
Backup withholding is not an additional tax and may be returned or
credited against a taxpayer’s regular U.S. federal income tax
liability if appropriate information is provided to the IRS.
The backup withholding rate is the fourth lowest rate applicable to
individuals under Code section 1(c) (currently 24%) and may
increase in future tax years.
Other Tax
Considerations
In addition to U.S. federal income taxes,
Shareholders may be subject to other taxes, such as state and local
income taxes, unincorporated business taxes, business franchise
taxes, and estate, gift, inheritance, or intangible taxes that may
be imposed by the various jurisdictions in which the Fund does
business or owns property or where the Shareholder resides.
Although an analysis of those various taxes is not presented here,
each prospective Shareholder should consider their potential impact
on its investment in the Fund. It is each Shareholder’s
responsibility to file the appropriate U.S. federal, state, local,
and foreign tax returns. Vedder Price has not provided an
opinion concerning any aspects of state, local, or foreign tax or
U.S. federal tax other than those U.S. federal income tax issues
discussed under the heading “U.S. Federal Income Tax
Considerations.”
Investment by ERISA
Accounts
General
Most employee benefit plans and individual
retirement accounts (“IRAs”) are subject to the
Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or the Code, or both. This section discusses
certain considerations that arise under ERISA and the Code that a
fiduciary of: (i) an employee benefit plan as defined in ERISA;
(ii) a plan as defined in Section 4975 of the Code; or (iii) any
collective investment vehicle, business trust, investment
partnership, pooled separate account or other entity the assets of
which are treated as comprised (at least in part) of “plan
assets” under the ERISA “plan assets” rules
(“plan asset entity”) who has investment discretion
should take into account before deciding to invest the plan’s
assets in the Fund. Employee benefit plans under ERISA, plans under
the Code and plan asset entities are collectively referred to below
as “plans,” and fiduciaries with investment discretion
are referred to below as “plan
fiduciaries.”
72
This summary is based on the provisions of ERISA
and the Code as of the date hereof. This summary is not intended to
be complete, but only to address certain questions under ERISA and
the Code likely to be raised by your advisors. The summary does not
include state or local law.
Potential plan investors are
urged to consult with their own advisors concerning the
appropriateness of an investment in the Fund and the manner in
which Shares should be purchased.
Special
Investment Considerations
Each plan fiduciary must consider the facts and
circumstances that are relevant to an investment in the Fund,
including the role that an investment in the Fund would play in the
plan’s overall investment portfolio. Each plan fiduciary,
before deciding to invest in the Fund, must be satisfied that the
investment is prudent for the plan, that the investments of the
plan are diversified so as to minimize the risk of large losses,
and that an investment in the Fund complies with the terms of the
plan. The Sponsor is not undertaking to provide investment advice,
or to give advice in a fiduciary capacity, in connection with a
plan’s investment in the Fund.
The Fund
and Plan Assets
A regulation issued under ERISA contains rules
for determining when an investment by a plan in an equity interest
of a statutory trust will result in the underlying assets of the
statutory trust being deemed plan assets for purposes of ERISA and
Section 4975 of the Code. Those rules provide that assets of a
statutory trust will not be plan assets of a plan that purchases an
equity interest in the statutory trust if the equity interest
purchased is a publicly offered security. If the underlying assets
of a statutory trust are considered to be assets of any plan for
purposes of ERISA or Section 4975 of the Code, the operations of
that trust would be subject to and, in some cases, limited by the
provisions of ERISA and Section 4975 of the
Code.
The publicly offered security exception
described above applies if the equity interest is a security that
is:
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(1)
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freely transferable (determined based on the
relevant facts and circumstances);
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(2)
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part of a class of securities that is widely
held (meaning that the class of securities is owned by 100 or more
investors independent of the issuer and of each other);
and
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(3)
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either (a) part of a class of securities
registered under Section 12(b) or 12(g) of the Exchange Act or (b)
sold to the plan as part of a public offering pursuant to an
effective registration statement under the 1933 Act and the class
of which such security is a part is registered under the Exchange
Act within 120 days (or such later time as may be allowed by the
SEC) after the end of the fiscal year of the issuer in which the
offering of such security occurred.
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The plan asset regulations under ERISA state
that the determination of whether a security is freely transferable
is to be made based on all the relevant facts and circumstances. In
the case of a security that is part of an offering in which the
minimum investment is $10,000 or less, the following requirements,
alone or in combination, ordinarily will not affect a finding that
the security is freely transferable: (1) a requirement that no
transfer or assignment of the security or rights relating to the
security be made that would violate any federal or state law; and
(2) a requirement that no transfer or assignment be made without
advance written notice given to the entity that issued the
security.
The Sponsor believes that the conditions
described above are satisfied with respect to the Shares. The
Sponsor believes that the Shares therefore constitute publicly
offered securities, and the underlying assets of the Fund should
not be considered to constitute plan assets of any plan that
purchases Shares.
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Prohibited
Transactions
ERISA and the Code generally prohibit certain
transactions involving a plan and persons who have certain
specified relationships to the plan. In general, Shares may not be
purchased with the assets of a plan if the Sponsor, the clearing
brokers, the trading advisors (if any), or any of their affiliates,
agents or employees either:
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exercise any discretionary authority or
discretionary control with respect to management of the
plan;
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exercise any authority or control with respect
to management or disposition of the assets of the
plan;
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render investment advice for a fee or other
compensation, direct or indirect, with respect to any moneys or
other property of the plan;
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have any authority or responsibility to render
investment advice with respect to any monies or other property of
the plan; or
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have any discretionary authority or
discretionary responsibility in the administration of the
plan.
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Also, a prohibited transaction may occur under
ERISA or the Code when circumstances indicate that (1) the
investment in Shares is made or retained for the purpose of
avoiding application of the fiduciary standards of ERISA, (2) the
investment in Shares constitutes an arrangement under which the
Fund is expected to engage in transactions that would otherwise be
prohibited if entered into directly by the plan purchasing the
Shares, (3) the investing plan, by itself, has the authority or
influence to cause the Fund to engage in such transactions, or (4)
a person who is prohibited from transacting with the investing plan
may, but only with the aid of certain of its affiliates and the
investing plan, cause the Fund to engage in such transactions with
such person.
Special
IRA Rules
IRAs are not subject to ERISA’s fiduciary
standards, but are subject to their own rules, including the
prohibited transaction rules of Section 4975 of the Code, which
generally mirror ERISA’s prohibited transaction rules. For
example, IRAs are subject to special custody rules and must
maintain a qualifying IRA custodial arrangement separate and
distinct from the Fund and its custodial arrangement. If a separate
qualifying custodial arrangement is not maintained, an investment
in the Shares will be treated as a distribution from the IRA.
Second, IRAs are prohibited from investing in certain commingled
investments, and the Sponsor makes no representation regarding
whether an investment in Shares is an inappropriate commingled
investment for an IRA. Third, in applying the prohibited
transaction provisions of Section 4975 of the Code, in addition to
the rules summarized above, the individual for whose benefit the
IRA is maintained is also treated as the creator of the IRA. For
example, if the owner or beneficiary of an IRA enters into any
transaction, arrangement, or agreement involving the assets of his
or her IRA to benefit the IRA owner or beneficiary (or his or her
relatives or business affiliates) personally, or with the
understanding that such benefit will occur, directly or indirectly,
such transaction could give rise to a prohibited transaction that
is not exempted by any available exemption. Moreover, in the case
of an IRA, the consequences of a non-exempt prohibited transaction
are that the IRA’s assets will be treated as if they were
distributed, causing immediate taxation of the assets (including
any early distribution penalty tax applicable under Section 72 of
the Code), in addition to any other fines or penalties that may
apply.
Exempt
Plans
Certain employee benefit plans may be
governmental plans or church plans. Governmental plans and church
plans are generally not subject to ERISA, nor do the prohibited
transaction provisions described above apply to them. These plans
are, however, subject to prohibitions against certain related-party
transactions under Section 503 of the Code, which are similar to
the prohibited transaction rules described above. In addition, the
fiduciary of any governmental or church plan must consider any
applicable state or local laws and any restrictions and duties of
common law imposed upon the plan.
No view is expressed as to whether an investment
in the Fund (and any continued investment in the Fund), or the
operation and administration of the fund, is appropriate or
permissible for any governmental plan or church plan under Code
Section 503, or under any state, county, local or other law
relating to that type of plan.
Allowing an investment in the
Fund is not to be construed as a representation by the Trust, the
Fund, the Sponsor, any trading advisor, any clearing broker, the
Distributor or legal counsel or other advisors to such parties or
any other party that this investment meets some or all of the
relevant legal requirements with respect to investments by any
particular plan or that this investment is appropriate for any such
particular plan. The person with investment discretion should
consult with the plan’s attorney and financial advisors as to
the propriety of an investment in the Fund in light of the
circumstances of the particular plan, current tax law and
ERISA.
74
INCORPORATION BY REFERENCE OF
CERTAIN INFORMATION
We are a reporting company and file annual,
quarterly and current reports and other information with the SEC.
The rules of the SEC allow us to “incorporate by
reference” information that we file with them, which means
that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is an
important part of this prospectus. This prospectus incorporates by
reference the documents set forth below that have been previously
filed with the SEC and any future filings that the Trust makes with
the SEC under Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (in each case other than those documents or
portions of those documents not deemed to have been filed in
accordance with SEC rules) between the date of this prospectus and
the termination of the offering of the securities to be issued
under the registration statement::
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our Annual Report on Form 10-K for the fiscal
year ended December 31, 2020, filed with the SEC on March 16, 2021;
and
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Any statement contained in a document
incorporated by reference in this prospectus shall be deemed to be
modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or in any
other subsequently filed document that also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes
such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this prospectus.
We will provide to each person to whom a
prospectus is delivered, including any beneficial owner, a copy of
any document incorporated by reference in the prospectus (excluding
any exhibits to those documents unless the exhibit is specifically
incorporated by reference in that document) at no cost, upon
written or oral request at the following address or telephone
number:
Teucrium Agricultural Fund
Attention: Cory Mullen-Rusin
Three Main Street, Suite 215
Burlington, VT 05401
(802) 540-0019
Our Internet website is www.teucrium.com. We make our
electronic filings with the SEC, including our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K and amendments to these reports available on our website free
of charge as soon as practicable after we file or furnish them with
the SEC. The information contained on our website is not
incorporated by reference in this prospectus and should not be
considered a part of this prospectus.
75
INFORMATION YOU SHOULD
KNOW
This prospectus contains information you should
consider when making an investment decision about the Shares. You
should rely only on the information contained in this prospectus or
any applicable prospectus supplement. None of the Trust, the Fund
or the Sponsor has authorized any person to provide you with
different information and, if anyone provides you with different or
inconsistent information, you should not rely on it. This
prospectus is not an offer to sell the Shares in any jurisdiction
where the offer or sale of the Shares is not
permitted.
The information contained in this prospectus was
obtained from us and other sources believed by us to be
reliable.
You should disregard anything we said in an
earlier document that is inconsistent with what is included in this
prospectus or any applicable prospectus supplement. Where the
context requires, when we refer to this “prospectus,”
we are referring to this prospectus and (if applicable) the
relevant prospectus supplement.
You should not assume that the information in
this prospectus or any applicable prospectus supplement is current
as of any date other than the date on the front page of this
prospectus or the date on the front page of any applicable
prospectus supplement.
We include cross references in this prospectus
to captions in these materials where you can find further related
discussions. The table of contents tells you where to find these
captions.
76
WHERE YOU CAN FIND MORE
INFORMATION
The Trust has filed on behalf of the Fund a
registration statement on Form S-1 with the SEC under the 1933 Act.
This prospectus does not contain all of the information set forth
in the registration statement (including the exhibits to the
registration statement), parts of which have been omitted in
accordance with the rules and regulations of the SEC. For further
information about the Trust, the Fund or the Shares, please refer
to the registration statement, which you may inspect online at
www.sec.gov. Information about the Trust, the Fund and the Shares
can also be obtained from the Fund’s website, which is
www.teucrium.com.
The Fund’s website address is only provided here as a
convenience to you and the information contained on or connected to
the website is not part of this prospectus or the registration
statement of which this prospectus is part. The Trust is subject to
the informational requirements of the Exchange Act and will file
certain reports and other information with the SEC under the
Exchange Act. The Sponsor will file an updated prospectus annually
for the Fund pursuant to the 1933 Act. The reports and other
information can be inspected online at www.sec.gov,
which is the Internet site maintained by the SEC that contains
reports, proxy and information statements and other information
regarding issuers that file electronically with the
SEC.
77
STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus 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 prospectus
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, the
Fund’s operations, the Sponsor’s plans and references
to the Fund’s future success and other similar matters, are
forward-looking statements. These statements are only predictions.
Actual events or results may differ materially. These statements
are based upon certain assumptions and analyses the Sponsor has
made based on its perception of historical trends, current
conditions and expected future developments, as well as other
factors appropriate in the circumstances. Whether or not actual
results and developments will conform to the Sponsor’s
expectations and predictions, however, is subject to a number of
risks and uncertainties, including the special considerations
discussed in this prospectus, general economic, market and business
conditions, changes in laws or regulations, including those
concerning taxes, made by governmental authorities or regulatory
bodies, and other world economic and political developments. See
“What Are the Risk Factors Involved with an Investment in the
Fund?” Consequently, all the forward-looking statements made
in this prospectus 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 Fund’s operations or the
value of its Shares.
78
APPENDIX
A
Glossary of Defined
Terms
In this prospectus, each of the following terms
have the meanings set forth after such term:
Administrator:
U.S. Bancorp Fund Services,
LLC, doing business as U.S. Bank Global Fund
Services
|
|
Authorized
Purchaser: One that
purchases or redeems Creation Baskets or Redemption Baskets,
respectively, from or to the Fund.
|
|
Benchmark:
A weighted average of the closing settlement prices for three
Futures Contracts the daily changes in which each Underlying Fund
attempts to track.
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|
Benchmark Component
Futures Contracts: The three Futures Contracts that at any
given time make up an Underlying Fund’s
Benchmark.
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|
Business Day:
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.
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|
CFTC:
Commodity Futures Trading
Commission, an independent federal agency with the mandate to
regulate commodity futures and options in the United
States.
|
|
Chicago Board of
Trade (CBOT): The
primary exchange on which corn, wheat and soybean Futures Contracts
are traded in the U.S. The Fund expressly disclaims any association
with the CBOT or endorsement of the Fund by the CBOT and
acknowledges that “CBOT” and “Chicago Board of
Trade” are registered trademarks of such exchange. The CBOT
is part of the CMR Group.
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|
Code:
Internal Revenue Code of
1986, as amended.
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|
Commodity
interests: Futures
Contracts, Cleared Swaps and Other Commodity
interests.
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|
Commodity
Pool: An enterprise
in which several individuals contribute funds in order to trade
futures contracts or options on futures contracts
collectively.
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|
Commodity Pool
Operator or CPO: Any
person engaged in a business which is of the nature of an
investment trust, syndicate, or similar enterprise, and who, in
connection therewith, solicits, accepts, or receives from others,
funds, securities, or property, either directly or through capital
contributions, the sale of stock or other forms of securities, or
otherwise, for the purpose of trading in any swap or commodity for
future delivery or commodity option on or subject to the rules of
any contract market.
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|
Creation
Basket: A block of
12,500 Shares used by the Fund to issue
Shares.
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|
Custodian:
U.S. Bank,
N.A.
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|
Distributor:
Foreside Fund Services, LLC
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|
DTC:
The Depository Trust
Company. DTC will act as the securities depository for the
Shares.
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|
DTC
Participant: An
entity that has an account with DTC.
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|
79
Exchange Act:
The Securities Exchange Act
of 1934.
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|
Exchange for Related
Position: A
privately negotiated and simultaneous exchange of a futures
contract position for a swap or other over the counter instrument
on the corresponding commodity.
|
|
FINRA:
Financial Industry
Regulatory Authority.
|
|
Forward
Contract: an over the counter bilateral contract for the
purchase or sale of a specified quantity of a commodity at a
specified price, on a specified date and at a specified location.
Forwards are almost always settled by delivery of the underlying
commodity. Although not impossible, it is unusual to settle a
Forward financially; therefore, Forwards are generally
illiquid.
|
|
Futures
Contracts: an exchange-traded
contract traded with standard terms that calls for the delivery of
a specified quantity of a commodity at a specified price, on a
specified date and at a specified location. Typically, a futures
contract is traded out or rolled on an exchange before delivery or
receipt of the underlying commodity is required. Futures contracts for corn, wheat,
soybeans or sugar that are traded on U.S. or foreign
exchanges.
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|
ICE Futures:
The primary exchange on
which Sugar No. 11 Futures Contracts are traded in the U.S. The
Fund expressly disclaims any association with ICE Futures or
endorsement of the Fund by ICE Futures and acknowledges that
“ICE Futures” and “ICE Futures US” are
registered trademarks of such exchange.
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|
Indirect
Participants: Banks,
brokers, dealers and trust companies that clear through or maintain
a custodial relationship with a DTC Participant, either directly or
indirectly.
|
|
Limited Liability
Company (LLC): A
type of business ownership combining several features of
corporation and partnership structures.
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|
Margin:
The amount of equity
required for an investment in Futures
Contracts.
|
|
NAV:
Net Asset Value of the
Fund.
|
|
New York Mercantile
Exchange (NYMEX): An
exchange on which Futures Contracts are traded in the U.S. The Fund
expressly disclaims any association with the NYMEX or endorsement
of the Fund by the NYMEX and acknowledges that “NYMEX”
and “New York Mercantile Exchange” are registered
trademarks of such exchange.
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|
NFA:
National Futures
Association.
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|
NSCC:
National Securities
Clearing Corporation.
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|
1933 Act:
The Securities Act of
1933.
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|
Option:
The right, but not the
obligation, to buy or sell a futures contract, swap agreement,
forward contract or commodity, as applicable, at a specified price
on or before a specified date.
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|
Over the Counter
Derivative: A
financial contract, whose value is designed to track the return on
stocks, bonds, currencies, commodities, or some other benchmark,
that is traded over the counter or off organized
exchanges.
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|
Redemption
Basket: A block of
12,500 Shares used by the Fund to redeem
Shares.
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|
80
SEC:
Securities and Exchange
Commission.
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|
Secondary
Market: The stock
exchanges and the over the counter market. Securities are first
issued as a primary offering to the public. When the securities are
traded from that first holder to another, the issues trade in these
secondary markets.
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|
Shareholders:
Holders of
Shares.
|
|
Shares:
Common units representing
fractional undivided beneficial interests in the
Fund.
|
|
Sponsor:
Teucrium Trading, LLC, a
Delaware limited liability company, which is registered as a
Commodity Pool Operator, who controls the investments and other
decisions of the Fund and the Underlying
Funds.
|
|
Spot
Contract: A cash
market transaction in which the buyer and seller agree to the
immediate purchase and sale of a commodity, usually with a two-day
settlement.
|
|
Swap
Agreement: An over
the counter derivative that generally involves an exchange of a
stream of payments between the contracting parties based on a
notional amount and a specified index.
|
|
Tracking
Error: Possibility
that the performance of the Fund will not track the combined
performance of the Underlying Funds.
|
|
Trust
Agreement: The Fifth
Amended and Restated Declaration of Trust and Trust Agreement of
the Trust effective as of April 26,
2019.
|
|
Underlying
Fund: The commodity
pools in which the Fund invests — specifically, the Teucrium
Corn Fund, Teucrium Wheat Fund, Teucrium Soybean Fund and Teucrium
Sugar Fund.
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|
Valuation
Day: Any day as of
which the Fund calculates its NAV.
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|
You:
The owner of
Shares.
|
81
STATEMENT OF ADDITIONAL
INFORMATION
TEUCRIUM AGRICULTURAL
FUND
This statement of additional information is the
second part of a two-part document. The first part is the
Fund’s disclosure document. The disclosure document and this
statement of additional information are bound together, and both
parts contain important information. This statement of additional
information should be read in conjunction with the disclosure
document. To obtain a copy of the disclosure document without
charge, call the Fund at (802) 540-0019. Before you decide whether
to invest, you should read the entire prospectus carefully and
consider the risk factors beginning on page 12.
This statement of additional information and
accompanying disclosure document are both dated May 1,
2021.
82
TEUCRIUM AGRICULTURAL
FUND
TABLE OF
CONTENTS
|
Page
|
Market
Outlook
|
84
|
Over
the counter Derivatives
|
94
|
Commodity Market
Participants
|
96
|
Regulation
|
96
|
Potential Advantages of
Investment
|
100
|
Fund
Performance
|
100
|
83
Market
Outlook
The Corn
Market
Corn is currently the most widely produced
livestock feed grain in the United States. The two largest demands
for the United States’ corn crop are livestock feed and
ethanol production. Corn is also processed into food and industrial
products, including starch, sweeteners, corn oil, beverages and
industrial alcohol. The United States Department of Agriculture
(“USDA”) publishes weekly, monthly, quarterly and
annual updates for U.S. domestic and worldwide corn production and
consumption, and for other grains such as soybeans and wheat which
can be used in some cases as a substitute for corn. These reports
are available on the USDA’s website, www.usda.gov, at no
charge. The outlook provided below is from the April 9, 2021 USDA
report.
The United States is the world’s leading
producer and exporter of corn. For the Crop Year 2020-21, the
United States Department of Agriculture (“USDA”)
estimates that the U.S. will produce approximately 32% of all the
corn globally, of which about 19% will be exported. For the Crop
Year 2020-21, based on the April 9, 2021 USDA report, global
consumption of 1,156 Million Metric Tons (MMT) is expected to be
slightly higher than global production of 1,137 MMT. If the global
demand of corn exceeds global supply, this may have a positive
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 261 MMT is approximately 11% less than
its domestic usage.
According to the USDA, global corn consumption
has increased by 591% from crop year 1960/1961 to 2020/2021 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 80 million people per year and reach
9.7 billion by 2050; 2) a growing global middle class which is
increasing the demand for protein and meat-based products globally
and most significantly in developing countries; and 3) global use
of bio-fuels which is generally driven by government
policy.
84
85
The price per
bushel of corn in the United States is primarily a function of both
U.S. and global production, as well as U.S. and global demand. The
graph below shows the USDA published price per bushel by month for
the period January 2007 to February
2021.
86
On April 9, 2021,
the USDA released its monthly World Agricultural Supply and Demand
Estimates (WASDE) for the Crop Year 2020-21. The exhibit below
provides a summary of historical and current information for United
States corn production.
U.S.
Corn Supply/Demand Balance
|
|
|
|
|
|
|
|
|
||||||
Marketing
Year September - August
|
|
|
|
|
|
|
||||||||
Million
Bushels
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 9
Est.
|
19-20
to
|
April 9
Est.
|
20-21
to
|
|
|
|
|
|
|
|
|
|
|
|
USDA
|
18-19
|
USDA
|
19-20
|
Crop
Year
|
09-10
|
10-11
|
11-12
|
12-13
|
13-14
|
14-15
|
15-16
|
16-17
|
17-18
|
18-19
|
19-20
|
%
Change
|
20-21
|
%
Change
|
Planted
Acres
|
86.4
|
88.2
|
91.9
|
97.3
|
95.4
|
90.6
|
88.0
|
94.0
|
90.2
|
88.9
|
89.7
|
1%
|
90.8
|
1%
|
Harvested
Acres
|
79.5
|
81.4
|
84.0
|
87.4
|
87.5
|
83.1
|
80.8
|
86.7
|
82.7
|
81.3
|
81.3
|
0%
|
82.5
|
1%
|
Difference
|
6.9
|
6.8
|
7.9
|
9.9
|
7.9
|
7.5
|
7.2
|
7.3
|
7.5
|
7.6
|
8.4
|
11%
|
8.3
|
-1%
|
Yield
|
164.7
|
152.8
|
147.2
|
123.1
|
158.1
|
171.0
|
168.4
|
174.6
|
176.6
|
176.4
|
167.5
|
-5%
|
172.0
|
3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
Stocks
|
1,673
|
1,708
|
1,128
|
989
|
821
|
1,232
|
1,731
|
1,737
|
2,293
|
2,140
|
2,221
|
4%
|
1,919
|
-14%
|
Production
|
13,092
|
12,447
|
12,360
|
10,755
|
13,829
|
14,216
|
13,602
|
15,148
|
14,609
|
14,340
|
13,620
|
-5%
|
14,182
|
4%
|
Imports
|
8
|
28
|
29
|
160
|
36
|
32
|
68
|
57
|
36
|
28
|
42
|
50%
|
25
|
-40%
|
Total
Supply
|
14,774
|
14,182
|
13,516
|
11,904
|
14,686
|
15,479
|
15,401
|
16,942
|
16,939
|
16,509
|
15,883
|
-4%
|
16,127
|
2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Feed
|
5,125
|
4,793
|
4,545
|
4,315
|
5,040
|
5,280
|
5,114
|
5,470
|
5,304
|
5,429
|
5,897
|
9%
|
5,700
|
-3%
|
Food/Seed/Industrial
|
5,961
|
6,428
|
6,439
|
6,038
|
6,493
|
6,601
|
6,648
|
6,885
|
7,057
|
6,793
|
6,287
|
-7%
|
6,400
|
2%
|
Ethanol
for Fuel(incld above)
|
4,591
|
5,021
|
5,011
|
4,641
|
5,124
|
5,200
|
5,224
|
5,432
|
5,605
|
5,378
|
4,857
|
-10%
|
4,975
|
2%
|
Exports
|
1,980
|
1,834
|
1,543
|
730
|
1,920
|
1,867
|
1,901
|
2,294
|
2,438
|
2,066
|
1,778
|
-14%
|
2,675
|
50%
|
Total
Usage
|
13,066
|
13,055
|
12,527
|
11,083
|
13,454
|
13,748
|
13,664
|
14,650
|
14,798
|
14,288
|
13,963
|
-2%
|
14,775
|
6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending
Stocks (Inventory)
|
1,708
|
1,128
|
989
|
821
|
1,232
|
1,731
|
1,737
|
2,293
|
2,140
|
2,221
|
1,919
|
-14%
|
1,352
|
-30%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks/Use
Ratio
|
13%
|
9%
|
8%
|
7%
|
9%
|
13%
|
13%
|
16%
|
14%
|
16%
|
14%
|
-12%
|
9%
|
-33%
|
farm
Price ($/bushel)
|
$
3.55
|
$
5.18
|
$
6.22
|
$
6.89
|
$
4.46
|
$
3.70
|
$
3.61
|
$
3.36
|
$3.36
|
$3.61
|
$3.56
|
|
$4.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand
per day (incld expt)¹
|
35.8
|
35.8
|
34.3
|
30.4
|
36.9
|
37.7
|
37.4
|
40.1
|
40.5
|
39.1
|
38.3
|
-2%
|
40.5
|
6%
|
Carry-out
days supply
|
47.7
|
31.5
|
28.8
|
27.0
|
33.4
|
46.0
|
46.4
|
57.1
|
52.8
|
56.7
|
50.2
|
-12%
|
33.4
|
-33%
|
¹
in millions of bushels per day
|
|
|
|
|
|
|
|
|
|
Standard Corn
Futures Contracts trade on the CBOT in units of 5,000 bushels.
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, between a 2 and 4 cents
per bushel under contract price depending on broken corn and
foreign material and damage grade factors. There are five months
each year in which CBOT Corn Futures Contracts expire: March, May,
July, September and December.
87
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.
Futures contracts may be either bought or sold
long or short. The U.S Commodity Futures Trading Commission weekly
releases the “Commitment of Traders” (COT) report,
which depicts the open interest as well as long and short positions
in the market. Market participants may use this report to gauge
market sentiment.
The 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 2020-21, the United States will produce approximately 113 MMT
of soybeans or approximately 31% of estimated world production,
with Brazil production at 136 MMT. Argentina is projected to
produce about 48 MMT. For the Crop Year 2020-21, based on the April
9, 2021 USDA report, global consumption of 370 MMT is estimated
slightly higher than global production of 363 MMT. If the global
demand of soybeans exceeds global supply, this may have a positive
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 outlook provided below is from the April 9, 2021 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. 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.
88
Futures contracts may be either bought or sold
long or short. The U.S Commodity Futures Trading Commission weekly
releases the “Commitment of Traders” (COT) report,
which depicts the open interest as well as long and short positions
in the market. Market participants may use this report to gauge
market sentiment.
The price per bushel of soybeans in the United
States is primarily a function of both U.S. and global production,
as well as U.S. and global demand. The graph below shows the USDA
published price per bushel by month for the period January 2007 to
February 2021.
89
On April 9, 2021,
the USDA released its monthly World Agricultural Supply and Demand
Estimates (WASDE) for the Crop Year 2020-20. The exhibit below
provides a summary of historical and current information for United
States soybean production.
U.S.
Soybean Supply/Demand Balance
|
|
|
|
|
|
|
|
|
|
|
||||
Marketing
Year September - August
|
|
|
|
|
|
|
|
|
||||||
Million
Bushels
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 9
Est.
|
19-20
to
|
April 9
Est.
|
20-21
to
|
|
|
|
|
|
|
|
|
|
|
|
USDA
|
18-19
|
USDA
|
19-20
|
Crop
Year
|
09-10
|
10-11
|
11-12
|
12-13
|
13-14
|
14-15
|
15-16
|
16-17
|
17-18
|
18-19
|
19-20
|
%
Change
|
20-21
|
%
Change
|
Planted
Acres
|
77.5
|
77.4
|
75.0
|
77.2
|
76.8
|
83.3
|
82.7
|
83.5
|
90.2
|
89.2
|
76.1
|
-15%
|
83.1
|
9%
|
Harvested
Acres
|
76.4
|
76.6
|
73.8
|
76.1
|
76.3
|
82.6
|
81.7
|
82.7
|
89.5
|
87.6
|
74.9
|
-14%
|
82.3
|
10%
|
Difference
|
1.1
|
0.8
|
1.2
|
1.0
|
0.5
|
0.7
|
1.0
|
0.8
|
0.7
|
1.6
|
1.2
|
-25%
|
0.8
|
-33%
|
Yield
|
44.0
|
43.5
|
41.9
|
40.0
|
44.0
|
47.5
|
48.0
|
51.9
|
49.3
|
50.6
|
47.4
|
-6%
|
50.2
|
6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
Stocks
|
138
|
151
|
215
|
169
|
141
|
92
|
191
|
197
|
302
|
438
|
909
|
108%
|
525
|
-42%
|
Production
|
3,359
|
3,329
|
3,094
|
3,042
|
3,358
|
3,927
|
3,926
|
4,296
|
4,412
|
4,428
|
3,552
|
-20%
|
4,135
|
16%
|
Imports
|
15
|
14
|
16
|
41
|
72
|
33
|
24
|
22
|
22
|
14
|
15
|
7%
|
35
|
133%
|
Total
Supply
|
3,512
|
3,495
|
3,325
|
3,252
|
3,570
|
4,052
|
4,140
|
4,516
|
4,735
|
4,880
|
4,476
|
-8%
|
4,695
|
5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crushings
|
1,752
|
1,648
|
1,703
|
1,689
|
1,734
|
1,873
|
1,886
|
1,901
|
2,055
|
2,092
|
2,165
|
3%
|
2,190
|
1%
|
Seed,
Feed and Residual
|
110
|
131
|
89
|
105
|
107
|
146
|
115
|
147
|
109
|
127
|
105
|
-17%
|
106
|
1%
|
Exports
|
1,499
|
1,501
|
1,365
|
1,317
|
1,638
|
1,842
|
1,942
|
2,166
|
2,134
|
1,752
|
1,682
|
-4%
|
2,280
|
36%
|
Total
Usage
|
3,361
|
3,280
|
3,155
|
3,111
|
3,478
|
3,862
|
3,944
|
4,214
|
4,297
|
3,971
|
3,952
|
0%
|
4,575
|
16%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending
Stocks (Inventory)
|
151
|
215
|
169
|
141
|
92
|
191
|
197
|
302
|
438
|
909
|
525
|
-42%
|
120
|
-77%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks/Use
Ratio
|
4.5%
|
6.6%
|
5.4%
|
4.5%
|
2.6%
|
4.9%
|
5.0%
|
7.2%
|
10.2%
|
22.9%
|
13%
|
-42%
|
2.6%
|
-80%
|
farm
Price ($/bushel)
|
$
9.59
|
$
11.30
|
$
12.50
|
$
14.40
|
$
13.00
|
$
10.10
|
$
8.95
|
$
9.47
|
$9.33
|
$8.48
|
$8.57
|
|
$11.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand
per day (incld expt)¹
|
9.2
|
9.0
|
8.6
|
8.5
|
9.5
|
10.6
|
10.8
|
11.5
|
11.8
|
10.9
|
10.8
|
0%
|
12.5
|
16%
|
Carry-out
days supply
|
16.4
|
23.9
|
19.6
|
16.6
|
9.7
|
18.1
|
18.2
|
26.2
|
37.2
|
83.6
|
48.5
|
-42%
|
9.6
|
-80%
|
¹ in millions of
bushels per day
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Sugar Market
Sugarcane
accounts for nearly 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.
90
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 2020 report
forecasts 2020/21 global production of 182 Million, up 16 million
metric tons raw value with Brazil expected to account for 75% of
the rise. Consumption is expected to rise due to growth in markets
such as India, China, Indonesia, and Iran and is estimated to draw
stocks lower despite a rebound in output. Exports are expected to
be up sharply with rising supplies, particularly in Brazil. .
Global sugar consumption may fluctuate year over year due to any
number of reasons which may include, but is not limited to,
economic conditions, global health concerns, international trade
policy. Sugar is a staple commodity used pervasively across the
globe so that any contractions in consumption may only be temporary
as has historically been the case.
If the
futures market is in a state of backwardation (i.e., when the price
of sugar in the future is expected to be less than the current
price), the Fund will buy later to expire contracts for a lower
price than the sooner to expire contracts that it sells.
Hypothetically, and assuming no changes to either prevailing sugar
prices or the price relationship between immediate delivery, soon
to expire contracts and later to expire contracts, the value of a
contract will rise as it approaches expiration. If the futures
market is in contango, the Fund will buy later to expire contracts
for a higher price than the sooner to expire contracts that it
sells. Hypothetically, and assuming no other changes to either
prevailing sugar prices or the price relationship between the spot
price, soon to expire contracts and later to expire contracts, the
value of a contract will fall as it approaches expiration.
Historically, the sugar futures markets have experienced periods of
both contango and backwardation. Frequently, whether contango or
backwardation exists is a function, among other factors, of the
seasonality of the sugar market and the sugar harvest cycle. All
other things being equal, a situation involving prolonged periods
of contango may adversely impact the returns of the Funds;
conversely a situation involving prolonged periods of backwardation
may positively impact the returns of the Funds.
Futures
contracts may be either bought or sold long or short. The U.S
Commodity Futures Trading Commission weekly releases the
“Commitment of Traders” (COT) report, which depicts the
open interest as well as long and short positions in the market.
Market participants may use this report to gauge market
sentiment.
91
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
2020-21, the principal global producers of wheat will be the EU,
Russia, Ukraine, China, India, the United States, Australia and
Canada. The U.S. generates approximately 6% of the global
production, with approximately 54% of that being exported. For the
Crop year 2020-21, based on the April 9, 2021 USDA report, global
consumption of 781 MMT is estimated to be slightly higher than
production of 776 MMT. If the global demand of wheat exceeds global
supply, this may have a positive impact on the price of wheat. The
USDA publishes weekly, monthly, quarterly and annual updates for
U.S. domestic and worldwide wheat production and consumption. These
reports are available on the USDA’s website, www.usda.gov, at
no charge.
There are several types of wheat grown in the
U.S., which are classified in terms of color, hardness, and growing
season. CBOT Wheat Futures Contracts call for delivery of #2 soft
red winter wheat, which is generally grown in the eastern third of
the United States, but other types and grades of wheat may also be
delivered (Grade #1 soft red winter wheat, Hard Red Winter, Dark
Northern Spring and Northern Spring wheat may be delivered at 3
cents premium per bushel over the contract price and #2 soft red
winter wheat, Hard Red Winter, Dark Northern Spring and Northern
Spring wheat may be delivered at the contract price.) Winter wheat
is planted in the fall and is harvested in the late spring or early
summer of the following year, while spring wheat is planted in the
spring and harvested in late summer or fall of the same year.
Standard Wheat Futures Contracts trade on the CBOT in units of
5,000 bushels. 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.
92
Futures contracts may be either bought or sold
long or short. The U.S Commodity Futures Trading Commission weekly
releases the “Commitment of Traders” (COT) report,
which depicts the open interest as well as long and short positions
in the market. Market participants may use this report to gauge
market sentiment.
The price per bushel of wheat in the United
States is primarily a function of both U.S. and global production,
as well as U.S. and global demand. The graph below shows the USDA
published price per bushel by month for the period January 2007 to
February 2021.
93
On April 9, 2021,
the USDA released its monthly World Agricultural Supply and Demand
Estimates (WASDE) for the Crop Year 2020-21. The exhibit below
provides a summary of historical and current information for United
States wheat production.
U.S.
Wheat Supply/Demand Balance
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Marketing
Year June - May
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Million
Bushels
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 9
Est.
|
19-20
to
|
April 9
Est.
|
20-21
to
|
|
|
|
|
|
|
|
|
|
|
|
USDA
|
18-19
|
USDA
|
19-20
|
Crop
Year
|
09-10
|
10-11
|
11-12
|
12-13
|
13-14
|
14-15
|
15-16
|
16-17
|
17-18
|
18-19
|
19-20
|
%
Change
|
20-21
|
%
Change
|
Planted
Acres
|
59.2
|
53.6
|
54.4
|
55.3
|
56.2
|
56.8
|
55.0
|
50.1
|
46.1
|
47.8
|
45.5
|
-5%
|
44.3
|
-3%
|
Harvested
Acres
|
49.9
|
47.6
|
45.7
|
48.8
|
45.3
|
46.4
|
47.3
|
43.8
|
37.6
|
39.6
|
37.4
|
-6%
|
36.7
|
-2%
|
Difference
|
9.3
|
6.0
|
8.7
|
6.5
|
10.9
|
10.4
|
7.7
|
6.3
|
8.5
|
8.2
|
8.1
|
-1%
|
7.6
|
-6%
|
Yield
|
44.5
|
46.3
|
43.7
|
46.2
|
47.1
|
43.7
|
43.6
|
52.7
|
46.4
|
47.6
|
51.7
|
9%
|
49.7
|
-4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
Stocks
|
657
|
976
|
862
|
743
|
718
|
590
|
752
|
976
|
1,181
|
1,099
|
1,080
|
-2%
|
1,028
|
-5%
|
Production
|
2,218
|
2,207
|
1,999
|
2,252
|
2,135
|
2,026
|
2,062
|
2,309
|
1,741
|
1,885
|
1,932
|
2%
|
1,826
|
-5%
|
Imports
|
119
|
97
|
112
|
123
|
173
|
151
|
113
|
118
|
158
|
135
|
105
|
-22%
|
110
|
5%
|
Total
Supply
|
2,993
|
3,279
|
2,974
|
3,118
|
3,026
|
2,768
|
2,927
|
3,402
|
3,080
|
3,119
|
3,117
|
0%
|
2,964
|
-5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food
|
919
|
926
|
941
|
951
|
955
|
958
|
957
|
949
|
964
|
954
|
962
|
1%
|
965
|
0%
|
Seed
|
69
|
71
|
76
|
73
|
77
|
79
|
67
|
61
|
63
|
59
|
60
|
2%
|
63
|
5%
|
Feed and
residual
|
150
|
132
|
164
|
364
|
228
|
114
|
149
|
160
|
47
|
88
|
101
|
15%
|
100
|
-1%
|
Exports
|
879
|
1,289
|
1,050
|
1,012
|
1,176
|
864
|
778
|
1,051
|
906
|
937
|
965
|
3%
|
985
|
2%
|
Total
Usage
|
2,018
|
2,417
|
2,231
|
2,400
|
2,436
|
2,015
|
1,951
|
2,222
|
1,981
|
2,039
|
2,089
|
2%
|
2,113
|
1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending
Stocks (Inventory)
|
976
|
862
|
743
|
718
|
590
|
752
|
976
|
1,181
|
1,099
|
1,080
|
1,028
|
-5%
|
852
|
-17%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks/Use
Ratio
|
48.4%
|
35.7%
|
33.3%
|
29.7%
|
24.2%
|
37.3%
|
50.0%
|
53.2%
|
55.5%
|
53.0%
|
49.2%
|
-7%
|
40.3%
|
-18%
|
farm
Price ($/bushel)
|
$
4.87
|
$
5.70
|
$
7.24
|
$
7.77
|
$
6.87
|
$
5.99
|
$
4.89
|
$
3.89
|
$4.72
|
$5.16
|
$4.58
|
|
$5.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand
per day (incld expt)¹
|
5.5
|
6.6
|
6.1
|
6.6
|
6.7
|
5.5
|
5.3
|
6.1
|
5.4
|
5.6
|
5.7
|
2%
|
5.8
|
1%
|
Carry-out
days supply
|
176.5
|
130.2
|
121.6
|
108.6
|
88.4
|
136.2
|
182.6
|
194.0
|
202.5
|
193.3
|
179.6
|
-7%
|
147.2
|
-18%
|
¹ in millions of
bushels per day
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Over the Counter
Derivatives
In addition to futures contracts, options on
Futures Contracts, 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 certain standardized
swaps. 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 DCO), i.e., the risk that the
other party will not be able to perform its obligations under its
contract.
94
Some over the counter derivatives contracts
contain relatively standardized terms and conditions and are
available from a wide range of participants. Others have highly
customized terms and conditions and are not as widely available.
While the Underlying Funds may enter into these more customized
contracts, the Underlying Funds will only enter into over the
counter contracts containing certain terms and conditions, as
discussed further below, that are designed to minimize the credit
risk to which the Underlying Fund will be subject and only if the
terms and conditions of the contract are consistent with achieving
the Underlying Fund’s investment objective of tracking its
Benchmark. The over the counter contracts that the Underlying Funds
may enter into will take the form of either forward contracts,
swaps or options.
A forward contract is a contractual obligation
to purchase or sell a specified quantity of a commodity at or
before a specified date in the future at a specified price and,
therefore, is economically similar to a futures contract except
that, unlike a futures contract it cannot be financially settled
(i.e., one must intend to make or take delivery of a commodity
under a forward contract.) Unlike futures contracts, however,
forward contracts are typically privately negotiated or are traded
in the over the counter markets. Forward contracts for a given
commodity are generally available for various amounts and
maturities and are subject to individual negotiation between the
parties involved. Moreover, generally there is no direct means of
offsetting or closing out a forward contract by taking an
offsetting position as one would a Futures Contract on a U.S.
exchange. If a trader desires to close out a forward contract
position, he generally will establish an opposite position in the
contract but will settle and recognize the profit or loss on both
positions simultaneously on the delivery date. Thus, unlike in the
futures contract market where a trader who has offset positions
will recognize profit or loss immediately, in the forward market a
trader with a position that has been offset at a profit will
generally not receive such profit until the delivery date, and
likewise a trader with a position that has been offset at a loss
will generally not have to pay money until the delivery date.
However, in some very limited instances such contracts may provide
a right of look out that will allow for the receipt of profit and
payment for losses prior to the delivery date.
An over the counter swap agreement is a
bilateral contract to exchange a periodic stream of payments
determined by reference to a notional amount, with payment
typically made between the parties on a net basis. For instance, an
Underlying Fund may be obligated to pay a fixed price per bushel of
a commodity multiplied by a notional number of bushels and be
entitled to receive an amount per bushel equal to the current value
of an index of that commodity’s prices, the price of a
specified Futures Contract, or the average price of a group of
Futures Contracts such as the Underlying Fund’s Benchmark.
Each party to the swap is subject to the credit risk of the other
party. The Underlying Funds will only enter into over the counter
swaps on a net basis, where the two payment streams are netted out
on a daily basis, with the parties receiving or paying, as the case
may be, only the net amount of the two payments. Like cleared
swaps, over the counter swaps do not generally involve the delivery
of underlying assets or principal and re therefore financially
settled. Accordingly, an Underlying Fund’s risk of loss with
respect to an over the counter swap will generally be limited to
the net amount of payments that its counterparty is contractually
obligated to make less any collateral the Underlying Fund is
holding from its counterparty.
To reduce the credit risk that arises in
connection with over the counter contracts, the Underlying Funds
will generally enter into agreements with each counterparty based
on the Master Agreement published by the International Swaps and
Derivatives Association, Inc. that provides for the netting of an
Underlying Fund’s overall exposure to each counterparty and
for daily collateral transfers based on the marked to market value
of the contract.
The creditworthiness of each potential
counterparty will be assessed by the Sponsor. The Sponsor assesses
or reviews, as appropriate, the creditworthiness of each potential
or existing counterparty to an over the counter contract pursuant
to guidelines approved by the Sponsor. The creditworthiness of
existing counterparties will be reviewed periodically by the
Sponsor. The Sponsor’s President, Chief Investment Officer,
and Chief Executive Officer has over 25 years of experience in over
the counter derivatives trading, including the counterparty
creditworthiness analysis inherent therein. There is no guarantee
that the Sponsor’s creditworthiness analysis will be
successful and that counterparties selected for Fund transactions
will not default on their contractual
obligations.
The Underlying Funds also may require that a
counterparty be highly rated and/or provide collateral or other
credit support. The Sponsor on behalf of the Underlying Funds may
enter into over the counter contracts with various types of
counterparties, including; (a) entities registered as swap dealers
(“SD”) or major swap participants (“MSP”),
or (b) any other entities that qualify as eligible contract
participants (“ECP”).
95
After the enactment of the Dodd-Frank Act, swaps
(and options that are regulated as swaps) are subject to the
CFTC’s exclusive jurisdiction and are regulated as rigorously
as futures. Generally, however, if a swap is entered into with an
SD or MSP, such counterparty will conduct all necessary compliance
with respect to swaps and options under the Dodd-Frank
Act.
Commodity Market
Participants
The two broad classes of persons who trade
commodities are hedgers and speculators. Hedgers include financial
institutions that manage or deal in interest rate-sensitive
instruments, foreign currencies or stock portfolios, and commercial
market participants, such as farmers and manufacturers, that market
or process commodities. Hedging is a protective procedure designed
to effectively lock in prices that would otherwise change due to an
adverse movement in the price of the underlying commodity, such as
the adverse price movement between the time a merchandiser or
processor enters into a contract to buy or sell a raw or processed
commodity at a certain price and the time he must perform the
contract. For example, if a hedger contracts to physically sell the
commodity at a future date, he may simultaneously buy a futures or
forward contract for the necessary equivalent quantity of the
commodity. At the time for performance of the physical contract,
the hedger may accept delivery under his futures contract and sell
the commodity quantity as required by the physical contract or he
may buy the actual commodity, sell it under the physical contract
and close out his futures contract position by making an offsetting
sale.
The Commodity Interest markets enable the hedger
to shift the risk of price fluctuations. The usual objective of the
hedger is to protect the profit that he expects to earn from
farming, merchandising, or processing operations rather than to
profit from his trading. However, at times the impetus for a hedge
transaction may result in part from speculative objectives and
hedgers can end up paying higher prices than they would have if
they did not enter into a Commodity Interest transaction if current
market prices are lower than the locked-in
price.
Unlike the hedger, the speculator generally
expects neither to make nor take delivery of the underlying
commodity. Instead, the speculator risks his capital with the hope
of making profits from price fluctuations in the commodities. The
speculator is, in effect, the risk bearer who assumes the risks
that the hedger seeks to avoid. Speculators rarely make or take
delivery of the underlying commodity; rather they attempt to close
out their positions prior to the delivery date. A speculator who
takes a long position generally will make a profit if the price of
the underlying commodity goes up and incur a loss if the price of
the underlying commodity goes down, while a speculator who takes a
short position generally will make a profit if the price of the
underlying commodity goes down and incur a loss if the price of the
underlying commodity goes up.
Regulation
The regulation of futures markets, futures
contracts, and futures exchanges has historically been
comprehensive. The CFTC and the exchanges are authorized to take
extraordinary actions in the event of a market emergency including,
for example, the retroactive implementation of speculative position
limits, increased margin requirements, the establishment of daily
price limits and the suspension of trading on an exchange or
trading facility.
Pursuant to authority in the CEA, the NFA has
been formed and registered with the CFTC as a registered futures
association. At the present time, the NFA is the only SRO 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 Teucrium Funds are required to become a
member of the NFA. The regulation of commodity interest
transactions in the United States is a rapidly changing area of law
and is subject to ongoing modification by governmental and judicial
action. Considerable regulatory attention has been focused on
non-traditional investment pools that are publicly distributed in
the United States. There is a possibility of future regulatory
changes within the United States altering, perhaps to a material
extent, the nature of an investment in the Fund, 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 Teucrium Funds is impossible to
predict but could be substantial and adverse.
96
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 Fund, and might result in the termination of the Fund
if a successor sponsor is not elected pursuant to the Trust
Agreement. Neither the Trust nor the Fund is required to be
registered with the CFTC in any capacity.
The Fund’s 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 SROs 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.
In addition, considerable regulatory attention
has recently been focused on non-traditional publicly distributed
investment pools such as the Fund. 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 Teucrium Funds is impossible to
predict but could be substantial and adverse.
The Dodd-Frank Act was intended to reduce
systemic risks that may have contributed to the 2008/2009 financial
crisis. Since the first draft of what became the Dodd-Frank Act,
supporters and opponents have debated the scope of the legislation.
As the Administrations of the U.S. change, the interpretation and
implementation will change along with them. Nevertheless,
regulatory reform of any kind may have a significant impact on U.S.
regulated entities.
97
Position Limits, Aggregation
Limits, Price Fluctuation Limits
The CFTC and US futures exchanges impose limits
on the maximum net long or net short speculative positions that any
person may hold or control in any particular futures or options
contracts traded on US futures exchanges. For example, the CFTC
currently imposes speculative position limits on a number of
agricultural commodities (e.g., corn, oats, wheat, soybeans and
cotton) and US futures exchanges currently impose speculative
position limits on many other commodities. A Fund could be required
to liquidate positions it holds in order to comply with position
limits or may not be able to fully implement trading instructions
generated by its trading models, in order to comply with position
limits. Any such liquidation or limited implementation could result
in substantial costs to a Fund.
The Dodd-Frank Act significantly expanded the
CFTC’s authority to impose position limits with respect to
futures contracts and options on futures contracts, swaps that are
economically equivalent to futures or options on futures, and swaps
that are traded on a regulated exchange and certain swaps that
perform a significant price discovery function. 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.
As published in the January 14, 2021 Federal
Register, the Commodity Futures Trading Commission (CFTC) voted to
approve a final rule (Final Rule) regarding position limits for
certain futures contracts and economically equivalent
swaps. The Final Rule ends a decade of rulemaking activity in
which the CFTC proposed, amended, and re-proposed its position
limit rules and aggregation standards for speculative positions due
to certain amendments to the Commodity Exchange Act (CEA) by the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
(Dodd-Frank Act). In the Final Rule, the CFTC confirmed that
federal speculative position limits are necessary for 25 core
referenced futures contracts and for any futures contracts and
options on futures contracts that are linked to those
contracts. The 25 core referenced futures contracts include
the nine “legacy” agricultural contracts that are
currently subject to federal position limits and 16 additional
non-legacy contracts.
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
|
1,200 contracts
|
57,800 contracts
|
soybean
|
1,200 contracts
|
27,300 contracts
|
sugar
|
5,000 contracts
|
Only Accountability Limits
|
wheat
|
1,200 contracts
|
19,300 contracts
|
The nine legacy contracts are subject to two
types of position limits: (1) a position limit that applies in the
spot month only and (2) a position limit that applies in any single
non-spot month as well as all months combined. Both types of
position limits have been updated by the Final Rule. Significantly,
the new spot month position limit is higher than or equal to
current federal and exchange-set spot month position limits. The
new single non-spot month and all-months-combined position limits
are also higher than or equal to the respective current federal and
exchange-set limits. For a discussion generally regarding the risks
that position limits may pose for the Fund, see the risk factor in
“WHAT ARE THE RISK FACTORS INVOLVED WITH AN INVESTMENT IN THE
FUND” regarding position limits, accountability levels and
daily price fluctuation limits.
98
The CFTC also adopted federal position limits on
cash-settled futures and options on futures that are directly or
indirectly linked to physically settled contracts in order to
further the statutory objective in Section 4a(a)(3)(B)(iv) of the
CEA—the deterrence and prevention of market
manipulation. In taking this step, the CFTC stated that, in
the absence of position limits, an entity with positions in both
the physically delivered and cash-settled contracts may have an
increased ability and an increased incentive to manipulate one of
these contracts to benefit positions in the other
contract.
To prevent evasion through the creation of
economically equivalent futures contracts that do not directly
reference the price of the core referenced futures contracts, the
CFTC determined that futures contracts and options on futures
contracts that are indirectly linked to the core referenced futures
contracts will be subject to the position limits in the same manner
as the referenced futures contracts. Futures that settle to the
price of a referenced contract but not to the price of a core
referenced futures contract would be indirectly linked to the core
referenced futures contract as “economically equivalent
swaps.”
The Final Rule clarifies the applicable standard
for market participants seeking a bona fide hedging exemption from
position limits. A bona fide hedging transaction may exceed
the federal position limits only if the transaction satisfies each
of the following elements:
1.
the position
represents a substitute for transactions or positions made or to be
made at a later time in a physical marketing channel (temporary
substitute test);
2.
the position
is economically appropriate to the reduction of price risks in the
conduct and management of a commercial enterprise (economically
appropriate test); and
3.
the position
arises from the potential change in value of actual or anticipated
assets, liabilities, or services (change in value
requirement).
Notably, this definition tightens the
“temporary substitute test” such that a bona fide hedge
must be connected to the production, sale, or use of a physical
cash-market commodity in all cases, rather than
“normally” connected to such activities. As noted
above, this adjustment is intended to restrict market participants
from treating “risk management” positions as bona fide
hedges, except for pass-through or offset positions related to
another transaction that is itself a bona fide hedge. The Final
Rule also expands the list of enumerated bona fide hedges, which
means that any market participant utilizing such a hedge need not
notify the CFTC because the enumerated bona fide hedges are
self-effectuating. However, a market participant would still
need to notify the relevant exchange if executing a bona fide hedge
would exceed an exchange set position limit.
In addition, the Final Rule elaborates on how
and when a market participant may measure risk on a gross basis
rather than on a net basis. Currently, market participants
generally may only hedge positions on a net basis. However, the
Final Rule permits hedge positions on a gross basis so long as the
risk calculations are done consistently over time and not with the
intent of evading federal position
limits.
The Final Rule became effective on March 15,
2021, but a number of the requirements in the Final Rule have a
general compliance date of January 1, 2022, and later compliance
date of January 1, 2023 with respect to swaps-related requirements
and the elimination of previously granted risk management
exemptions. In particular, January 1, 2022 is the implementation
date of federal speculative position limits for 16 non-legacy core
referenced futures contracts and any referenced futures contracts
(other than economically equivalent swaps) relating to those 16
core referenced futures contracts and for exchanges to establish
limits and exemptions, including collecting cash market information
from market participants in connection with bona fide hedge
exemptions. January 1, 2023 is the implementation date of federal
speculative position limits for economically equivalent swaps and
for the elimination of previously granted risk management
exemptions. The CFTC also will reevaluate the ability of the
exchanges to establish and implement appropriate surveillance
mechanisms with respect to economically equivalent
swaps.
It is unknown at this time the effect that such
passage, adoption or modification will have, positively or
negatively, on our industry or on a Fund. The size or duration of
positions available to a Fund may be severely limited. Pursuant to
the CFTC’s and the exchanges’ aggregation requirements,
all accounts owned or managed by the Sponsor are likely to be
combined for speculative position limits purposes. The Funds could
be required to liquidate positions it holds in order to comply with
such limits or may not be able to fully implement trading
instructions generated by its trading models, in order to comply
with such limits. Any such liquidation or limited implementation
could result in substantial costs to a Fund.
99
These new regulations and the resulting
increased costs and regulatory oversight requirements may result in
market participants being required or deciding to limit their
trading activities, which could lead to decreased market liquidity
and increased market volatility. In addition, transaction costs
incurred by market participants are likely to be higher due to the
increased costs of compliance with the new regulations. These
consequences could adversely affect a Fund’s
returns.
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.
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 financial end users 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 Fund currently
does 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 Fund from entering into these transactions.
Potential Advantages of
Investment
Interest
Income and Expense
Unlike some alternative investment funds, the
Fund and the Underlying Funds do not borrow money in order to
obtain leverage, so the Fund and the Underlying Funds do not incur
any interest expense. Rather, the Fund’s residual cash and
the Underlying Funds’ margin deposits and cash reserves are
maintained in cash and cash equivalents, and interest is generally
earned on available assets, which include unrealized profits
credited to the Underlying Funds’
accounts.
Fund
Performance
The following graph sets forth the historical
performance of the Fund from commencement of operations on March
28, 2012 through February 28, 2021.
100
PAST PERFORMANCE IS NOT
NECESSARILY INDICATIVE OF FUTURE RESULTS.
101
PART II
Information Not Required in
the Prospectus
Item 13.
|
Other
Expenses of Issuance and Distribution.
|
Set forth below is an estimate (except as
indicated) of the amount of fees and expenses (other than
underwriting commissions and discounts) payable by the registrant
in connection with the issuance and distribution of the units
pursuant to the prospectus contained in this registration
statement.
|
Amount
|
SEC registration fee
(actual)
|
n/a
|
NYSE Arca Listing Fee
(actual)
|
n/a
|
FINRA filing fees (actual)
|
n/a
|
Blue Sky expenses
|
n/a
|
Auditor’s fees and
expenses
|
$3,000
|
Legal fees and expenses
|
$10,000
|
Printing expenses
|
$1,500
|
Miscellaneous expenses
|
n/a
|
Total
|
$14,500
|
Item 14.
|
Indemnification
of Directors and Officers.
|
The Trust’s Fifth Amended and Restated
Declaration of Trust and Trust Agreement (the “Trust
Agreement”) provides that the Sponsor shall be indemnified by
the Trust (or, by a series of the Trust separately to the extent
the matter in question relates to a single series or
disproportionately affects a 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 applicable trust
estate or trust estates. All rights to indemnification permitted by
the Trust Agreement and payment of associated expenses 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 foregoing, 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 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
by the Trust Agreement.
102
Expenses incurred in defending a threatened or
pending civil, administrative or criminal action, suit or
proceeding against the Sponsor shall be paid by the Trust or the
applicable series of 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 or a series 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
or the applicable series of the Trust in cases in which it is not
entitled to indemnification under the Trust
Agreement.
For purposes of the indemnification provisions
of the Trust Agreement, the term “Sponsor” includes, in
addition to the Sponsor, any other covered person performing
services on behalf of the Trust and acting within the scope of the
Sponsor’s authority as set forth in the Trust
Agreement.
In the event the Trust or a series of the Trust
is made a party to any claim, dispute, demand or litigation or
otherwise incurs any loss, liability, damage, cost or expense as a
result of or in connection with any Shareholder’s (or
assignee’s) obligations or liabilities unrelated to Trust
business, such Shareholder (or assignees cumulatively) shall
indemnify, defend, hold harmless, and reimburse the Trust or the
applicable series of the Trust for all such loss, liability,
damage, cost and expense incurred, including attorneys’ and
accountants’ fees.
The payment of any amount pursuant to the Trust
Agreement shall take into account the allocation of liabilities and
other amounts, as appropriate, among the series of the
Trust.
Item 15
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Recent
Sales of Unregistered Securities.
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Not applicable.
Item 16
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Exhibits
and Financial Statement Schedules.
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(a) Exhibits
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Fifth Amended and Restated Declaration of Trust
and Trust Agreement. (1)
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Certificate of Trust of the Registrant.
(2)
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Opinion of Vedder Price P.C. relating to the
legality of the Shares.*
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Opinion of Vedder Price P.C. with respect to
federal income tax consequences.*
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Form of Authorized Purchaser Agreement (included
as Exhibit B to the Fifth Amended and Restated Declaration of Trust
and Trust Agreement). (1)
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Amended and Restated Distribution Services
Agreement. (3)
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Amendment to Amended and Restated Distribution
Services Agreement. (4)
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Second Amendment to Amended and Restated
Distribution Services Agreement. (5)
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Third Amendment to Amended and Restated
Distribution Services Agreement. (6)
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Fourth Amendment to Amended and Restated
Distribution Services Agreement. (7)
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Fifth Amendment to Amended and Restated
Distribution Services Agreement. (14)
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103
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Custody Agreement. (8)
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First Amendment to the Custody Agreement.
(13)
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Fund Accounting Servicing Agreement.
(9)
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First Amendment to the Accounting Servicing
Agreement. (13)
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Transfer Agent Servicing Agreement.
(10)
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First Amendment to the Transfer Agent Servicing
Agreement. (13)
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Fund Administration Servicing Agreement.
(11)
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First Amendment to the Fund Administration
Servicing Agreement. (13)
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Distribution Consulting and Marketing Services
Agreement (12)
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Consents of Vedder Price P.C. (included in
Exhibits 5.1 and 8.1).*
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Consent of Grant Thornton LLP, Independent
Registered Public Accounting Firm.*
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Power of Attorney (included on signature page to
this Registration Statement as filed herein).
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* Filed herein.
(1) Previously filed as Exhibit 3.1 to
Pre-Effective Amendment No. 2 to Registrant’s Registration
Statement on Form S-1 (333-230626), filed on April 26, 2019 and
incorporated by reference herein.
(2) Previously filed as Exhibit 3.2 to
Registrant’s Registration Statement on Form S-1 (333-162033),
filed on September 21, 2009 and incorporated by reference
herein.
(3) Previously filed as Exhibit 10.2(1) to the
Registrant’s Current Report on Form 8-K for the Teucrium Corn
Fund (File No. 001-34765), filed on November 1, 2011 and
incorporated by reference herein.
(4) Previously filed as Exhibit 10.2(2) to the
Registrant’s Current Report on Form 8-K for the Teucrium Corn
Fund (File No. 001-34765), filed on November 1, 2011 and
incorporated by reference herein.
(5) Previously filed as Exhibit 10.2(3) to the
Registrant’s Current Report on Form 8-K for the Teucrium Corn
Fund (File No. 001-34756), filed on November 1, 2011 and
incorporated by reference herein.
(6) Previously filed as like-numbered exhibit to
Pre-Effective Amendment No. 1 to Registrant’s Registration
Statement on Form S-1 (333-187463), filed on April 26, 2013 and
incorporated by reference herein.
104
(7) Previously filed as Exhibit 10.9 to
Registrant’s Registration Statement on Form S-1 (File No.
333-201953) filed on February 9, 2015 and incorporated by reference
herein.
(8) Previously filed as Exhibit 10.8 to the
Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2015, filed on March 15, 2016, and incorporated by
reference herein.
(9) Previously filed as Exhibit 10.9 to the
Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2015, filed on March 15, 2016, and incorporated by
reference herein.
(10) Previously filed as Exhibit 10.10 to the
Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2015, filed on March 15, 2016, and incorporated by
reference herein.
(11) Previously filed as Exhibit 10.11 to the
Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2015, filed on March 15, 2016, and incorporated by
reference herein.
(12) Previously filed as Exhibit 10.6 to
Post-Effective Amendment No. 1 to Registrant’s Registration
Statement on Form S-1 (333-162033) filed on October 22, 2010 and
incorporated by reference herein.
(13) Previously filed as like-numbered exhibits
to the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2020, filed on March 16, 2021, and incorporated
by reference herein.
(14) Previously filed as
like-numbered exhibits to Pre-Effective Amendment No. 2 to
Registrant's Registration Statement on Form S-1 (333-248948), filed
on December 10, 2020 and incorporated by reference
herein.
(b) Financial
Statement Schedules
The financial statement schedules are either not
applicable or the required information is included in the financial
statements and footnotes related thereto.
Item 17.
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Undertakings.
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(a) The undersigned registrant hereby
undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee”
table in the effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
105
Provided, however, that paragraphs (a)(1)(i),
(ii), and (iii) of this section do not apply if the registration
statement is on Form S-1, Form S-3, Form SF-3 or Form F-3 and the
information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or, as to
a registration statement on Form S-3, is contained in a form of
prospectus filed pursuant to § 230.424(b) that is part of the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining
liability under the Securities Act of 1933 to any
purchaser:
(i) If the registrant is subject to Rule 430C,
each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first
use.
(5) That, for the purpose of determining
liability of the registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of the securities: The
undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of
the undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned registrant or
used or referred to by the undersigned
registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or
on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in
the offering made by the undersigned registrant to the
purchaser.
(6) That,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
106
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant has duly caused this Registration
Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Burlington,
State of Vermont, on April 19, 2021.
|
|
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Teucrium Commodity
Trust
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||
|
||
By: Teucrium Trading, LLC,
Sponsor
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||
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|
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By:
|
/s/ Sal Gilbertie
|
Date: April 19, 2021
|
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Sal Gilbertie
Principal Executive Officer, Secretary and
Member
|
|
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates as indicated.
The document may be executed by signatories hereto on any number of
counterparts, all of which shall constitute one and the same
instrument. The undersigned members and officers of Teucrium
Trading, LLC, the sponsor of Teucrium Commodity Trust, hereby
constitute and appoint Sal Gilbertie, Cory Mullen Rusin and Steve
Kahler and each of them with full power to act with full power of
substitution and resubstitution, our true and lawful
attorneys-in-fact with full power to execute in our name and behalf
in the capacities indicated below this Registration Statement on
Form S-1 and any and all amendments thereto, including
post-effective amendments to this Registration Statement and to
sign any and all additional registration statements relating to the
same offering of securities as this Registration Statement that are
filed pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission and thereby ratify and confirm that such
attorneys-in-fact, or any of them, or their substitutes shall
lawfully do or cause to be done by virtue
hereof.
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Signature
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Title
|
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Date
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|
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/s/ Sal Gilbertie
Sal Gilbertie
|
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President/Chief Executive Officer/Chief
Investment Officer/Member of the Sponsor
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April 19, 2021
|
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/s/ Cory Mullen-Rusin
Cory Mullen-Rusin
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Chief Financial Officer/Chief Accounting
Officer/Chief Compliance Officer/Principal Financial
Officer
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April 19, 2021
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/s/ Steve Kahler
Steve Kahler
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Chief Operating Officer
|
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April 19, 2021
|
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107
Exhibit
Index
|
Opinion of Vedder Price P.C. relating
to the legality of the Shares.
|
|
Opinion
of Vedder Price P.C. with respect to federal income tax
consequences.
|
|
Consent of Grant Thornton LLP,
Independent Registered Public Accounting
Firm.
|
108