Teucrium Commodity Trust
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
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Notes to Combined Financial Statements
Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on* September 11, 2009,*is a series trust consisting ofsix series: Teucrium Corn Fund (“CORN”), Teucrium Sugar Fund (“CANE”), Teucrium Soybean Fund (“SOYB”), Teucrium Wheat Fund (“WEAT”), Teucrium Agricultural Fund (“TAGS”) and Hashdex Bitcoin Futures ETF (‘DEFI”). All these series of the Trust are collectively referred to as the “Funds” and singularly as the “Fund.” Collectively, CORN, CANE, SOYB, and WEAT are referred to as the “Agricultural Funds." Each Fund is a commodity pool that is a series of the Trust. The Funds issue common units, called the “Shares,” representing fractional undivided beneficial interests in a Fund. The Trust and the Funds operate pursuant to the Trust’s Fifth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”).
On* June 7, 2010,the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010,four Creation Baskets for CORN were issued representing 200,000 shares and $5,000,000. CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010.The current registration statement for CORN was declared effective by the SEC on April 7, 2022.*This registration statement for CORN registered an indeterminate number of shares.
On* June 13, 2011,the initial Forms S-1 for CANE, SOYB, and WEAT were declared effective by the SEC. On September 16, 2011,two Creation Baskets were issued for each Fund, representing 100,000 shares and$2,500,000, for CANE, SOYB, and WEAT. On September 19, 2011,CANE, SOYB, and WEAT started trading on the NYSE Arca. The current registration statements for CANE and SOYB were declared effective by the SEC on April 7, 2022.The registration statements for SOYB and CANE registered an indeterminate number of shares each. The current registration statement for WEAT was declared effective on March 9, 2022.*This registration statement for WEAT registered an indeterminate number of shares.
On* February 10, 2012,the Form S-1 for TAGS was declared effective by the SEC. On March 27, 2012,six Creation Baskets for TAGS were issued representing 300,000 shares and $15,000,000. TAGS began trading on the NYSE Arca on March 28, 2012.The current registration statement for TAGS was declared effective by the SEC on April 7, 2022.*This registration statement for TAGS registered an indeterminate number of shares.
On* September 14, 2022,the Form S-1 for DEFI was declared effective by the SEC. This registration statement for DEFI registered an indeterminate number of shares. On September 15, 2022,five Creation Baskets for DEFI were issued representing 50,000 shares and $1,250,000. DEFI began trading on the NYSE Arca on September 16, 2022.*
Teucrium Trading, LLC is the sponsor (“Sponsor”) of the Trust. The Sponsor is a member of the National Futures Association (the “NFA”) and became a commodity pool operator (“CPO”) registered with the Commodity Futures Trading Commission (the “CFTC”) effective* November 10, 2009.The Sponsor registered as a Commodity Trading Advisor (“CTA”) with the CFTC effective September 8, 2017.*
The specific investment objective of each Fund and information regarding the organization and operation of each Fund are included in each Fund’s financial statements and accompanying notes, as well as in other sections of this Form10-K filing. In general, the investment objective of each Fund is to have the daily changes in the Net Asset Value (“NAV”) of each Fund’s shares reflect the daily changes in the specified commodity market for future delivery as measured by the Benchmark. The investment objective of TAGS is to have the daily changes in percentage terms of NAV of its Shares reflect the daily changes in percentage terms of a weighted average (the “Underlying Fund Average”) of the NAVs per share of thefour agricultural commodity pools that are series of the Trust and are sponsored by the Sponsor: CORN, WEAT, SOYB, and CANE (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced to maintain the approximate25% allocation to each Underlying Fund.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC in its capacity as the Sponsor (“Sponsor”)* may*terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However,no level of losses will require the Sponsor to terminate a Fund.
F-9
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is1555 North Rivercenter Drive, Suite302, Milwaukee, Wisconsin53212. U.S. Bank N.A. is a Wisconsin state-chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (“Global Fund Services”) is615 E. Michigan Street, Milwaukee, WI53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative, accounting services, and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
For custody services, the Funds will pay to U.S. Bank N.A.0.0075% of average gross assets up to*$1* billion, and 0.0050% of average gross assets over*$1* billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05% of average gross assets on thefirst $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 up to $47,000 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the combined statements of operations. A summary of these expenses is included below.
The Sponsor employs Foreside Fund Services, LLC, ("Foreside" or the "Distributor") a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), as the Distributor for the Fund. The Distribution Services Agreement among the Distributor, the Sponsor, and the Trust calls for the Distributor to work with the Transfer Agent 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 an agreement under which certain employees and officers of the Sponsor are licensed as registered representatives of the Distributor. These persons engage in certain marketing activities for the Fund. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the combined statements of operations. A summary of these expenses is included below.
Marex Capital Markets, Inc. (“Marex”), StoneX Financial Inc. (“StoneX”) and Phillip Capital Inc. (“Phillip Capital”) serve as the Funds’ clearing brokers to execute and clear futures contracts and provide other brokerage-related services. Marex, StoneX and Phillip Capital are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. Marex, StoneX and Phillip Capital are each clearing members of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts, Marex is paid $11.00 per round turn. StoneX is paid $2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. Additionally, if the monthly commissions paid by each Fund doesnot equal or exceed 16.5% return on the StoneX Capital Requirement at 9.6% of the Exchange Maintenance Margin, each Fund will pay a true up to meet that return at the end of each month. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the combined statements of operations, and a full turn is recognized as a realized loss on the combined statements of operations when a contract is sold. For Bitcoin futures contracts, StoneX is paid $10.00 - $25.00 per half-turn exclusive of pass through fees for the exchange and NFA. Phillip Capital is paid $35.00 - $45.00 per half-turn exclusive of pass through fees for the exchange, NFA, execution fees and platform and exchange data fees. A summary of these expenses can be found below under the heading,Brokerage Commissions.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the combined statements of operations. A summary of these expenses is included below.
F-10
| Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2021 | |
|---|---|---|---|
| Amount Recognized for Custody Services | $428,243 | $410,660 | $363,000 |
| Amount of Custody Services Waived | $22,857 | $42,625 | $120,850 |
| Amount Recognized for Distribution Services | $155,431 | $200,313 | $186,531 |
| Amount of Distribution Services Waived | $8,853 | $48,593 | $94,724 |
| Amount Recognized for Wilmington Trust | $3,300 | $3,300 | $3,300 |
| Amount of Wilmington Trust Waived | $171 | $550 | $991 |
The accompanying financial statements have been prepared on a combined basis in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification and include the accounts of the Trust, CORN, CANE, SOYB, WEAT, TAGS and DEFI. Refer to the accompanying separate financial statements for each Fund for more detailed information. For the periods represented by the financial statements herein the operations of the Trust contain the results of CORN, SOYB, CANE, WEAT, TAGS and DEFI except for eliminations for TAGS as explained below for the months during which each Fund was in operation.
Given the investment objective of TAGS as described in Note1 above, TAGS will buy, sell and hold, as part of its normal operations, shares of thefour Underlying Funds. The Trust eliminates the shares of the other series of the Trust owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities. The Trust eliminates the net change in unrealized appreciation or depreciation on securities owned by the Teucrium Agricultural Fund from its combined statements of operations. The combined statements of changes in net assets and cash flows present a net presentation of the purchases and sales of the Underlying Funds of TAGS.
The Trust and Funds qualify as an investment company solely for accounting purposes andnot for any other purpose and follow the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic946, Financial Services - Investment Companies, but arenot registered, and arenot required to be registered, as an investment company under the Investment Company Act of1940, as amended.
Commodity and Cryptocurrency futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. The Funds seek to earn interest on their assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Funds seek to earn interest on funds held at the custodian and at other financial institutions at prevailing market rates for such investments.
The Sponsor* may*invest a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the combined statements of assets and liabilities and in cash and cash equivalents on the combined statements of cash flows. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.
The Sponsor* may*invest a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.
F-11
The Sponsor recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis. The below table shows the amounts included on the statements of operations as total brokerage commissions paid inclusive of unrealized loss for the years ended* December 31, 2023*,2022, and2021. For DEFI, for the Year Ended* December 31, 2022,the brokerage commissions presented represent the brokerage commissions for the period from the commencement of operations through December 31, 2022.*
| CORN · SOYB · CANE · WEAT · TAGS · DEFI · TRUST | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, 2023 | $65,449 | $12,516 | $21,902 | $105,792 | $ | - | $2,546 | $208,205 | |
| Year Ended December 31, 2022 | $217,050 | $27,011 | $33,469 | $387,999 | $ | - | $2,217 | $667,746 | |
| Year Ended December 31, 2021 | $141,674 | $29,889 | $21,123 | $47,448 | $ | - | $ | - | $240,134 |
The Trust is organized and will be operated as a Delaware statutory trust. For federal income tax purposes, each Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section7704(d) of the Internal Revenue Code of1986, as amended. Qualifying income is defined as generally 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 of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. Each Fund expects that at least90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. Therefore, the Funds donot record a provision for income taxes because the shareholders report their share of a Fund’s income or loss on their income tax returns. The financial statements reflect the Funds’ transactions without adjustment, if any, required for income tax purposes.
The Funds are required to determine whether a tax position is more likely thannot to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds file income tax returns in the U.S. federal jurisdiction and* mayfile income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2021 to2023*, the Funds remain subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater thanfifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Funds recording a tax liability that reduces net assets. Based on their analysis, the Funds have determined that they havenot incurred any liability for unrecognized tax benefits for the years ended* December 31, 2023*,2022, and2021. However, the Funds’ conclusions regarding this policy* maybe subject to review and adjustment at a later date based on factors including, butnot* limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Funds recognize interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized for the years ending* December 31, 2023*,2022, and2021.
The Funds* maybe subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may*include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
Authorized Purchasers* maypurchase Creation Baskets from each Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of4:00* p.m. (ET) on the day the order to create the basket is properly received.
Authorized Purchasers* mayredeem shares from each Fund only in blocks of shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of4:00* p.m. (ET) on the day the order to redeem the basket is properly received.
Each Fund receives or pays the proceeds from shares sold or redeemed withinthree business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the statements of assets and liabilities as capital shares receivable. Amounts payable to Authorized Purchasers upon redemption are reflected in the statements of assets and liabilities as payable for shares redeemed.
There are a minimum number of baskets and associated shares specified for each Fund in the Fund’s respective prospectus, as amended from time to time. Once the minimum number of baskets is reached, there can beno more redemptions until there has been a creation basket. These minimum levels are as follows:
CORN:50,000 shares representing 2 baskets
SOYB:50,000 shares representing 2 baskets
CANE:50,000 shares representing 2 baskets
WEAT:50,000 shares representing 2 baskets
TAGS:50,000 shares representing 4 baskets
DEFI:50,000 shares representing 5 baskets
F-12
Cash equivalents are highly liquid investments with original maturity dates of90 days or less when acquired. The Trust reported its cash equivalents in the combined statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Trust holds a balance in money market funds that is included in cash and cash equivalents on the combined statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which are classified as cash andnot as cash equivalents. Assets deposited with the bank* may,at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of90* days or less, which is classified as a cash equivalent and isnot FDIC insured. The Sponsor* mayinvest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and isnot* FDIC insured.
| As of December 31, 2023 | As of December 31, 2022 | As of December 31, 2021 | |
|---|---|---|---|
| Money Market Funds | $120,047,840 | $188,640,417 | $32,968,833 |
| Demand Deposit Savings Accounts | 29,148,056 | 46,061,819 | 99,262,744 |
| Commercial Paper | 143,041,466 | 199,360,060 | 119,980,366 |
| Total cash and cash equivalents as presented on the combined Statement of Assets and Liabilities | $292,237,362 | $434,062,296 | $252,211,943 |
The amount recorded by the Trust for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased butnot yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.
The amount recorded by the Trust for the amount due from and to the clearing broker includes, but isnot limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records, and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a relatively small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets* maycreate profits and losses that, in relation to the amount invested, are greater than those in other forms of investment or speculation. As discussed below, adverse price changes in a futures contract mayresult in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and maybe modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Funds’ clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties, so the counterparties mayagree to require the posting of collateral byone* or both parties to address credit exposure.
F-13
Payable/Receivable for Securities Purchased/Sold
Due from/to broker for investments in securities are securities transactions pending settlement. The Trust and the Funds are subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Trust and the Funds monitors the financial condition of such brokers and doesnot anticipate any losses from these counterparties. The principal broker through which the Trust and TAGS can execute securities transactions for TAGS is U.S. Bank N.A.
The Fund’s sponsor, Teucrium Trading, LLC (the “Sponsor”), is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges forone or morethird parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor electednot to outsource services directly attributable to the Trust and the Funds such as, certain aspects of accounting, financial reporting, regulatory compliance and trading activities. In addition, the Agricultural Funds, except for TAGS which hasno such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum. DEFI is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to.94% per annum.
The Agricultural Funds generally pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including butnot limited to relative assets under management and creation order activity.
These aggregate common expenses include, but arenot limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. Such expenses are primarily included as distribution and marketing fees in the financial statements of each Fund.
| Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2021 | |
|---|---|---|---|
| Recognized Related Party Transactions | $2,656,282 | $2,721,842 | $2,321,539 |
| Waived Related Party Transactions | $70,069 | $518,599 | $1,052,715 |
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there will beno recovery sought for the amounts below in any future period.
| CORN · SOYB · CANE · WEAT · TAGS · DEFI · Trust | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, 2023 | $ | - | $ | - | $ | - | $ | - | $440,191 | $271,380 | $711,571 | |
| Year Ended December 31, 2022 | $345,855 | $89,562 | $78,237 | $425,164 | $262,928 | $75,291 | $1,277,037 | |||||
| Year Ended December 31, 2021 | $1,060,261 | $576,014 | $134,294 | $307,565 | $105,722 | $ | - | $2,183,856 | ||||
When a trader purchases an option, there isno margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options willnot be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit doesnot satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call isnot met within a reasonable time, the broker* mayclose out the trader’s position. With respect to the Funds’ trading, the Funds (andnot* their shareholders personally) are subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated, and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
F-14
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Trust uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized intothree levels based on the inputs as follows:
Level1** - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Valuation adjustments and block discounts arenot applied to Level1 futures contracts held by CORN, SOYB, CANE WEAT and DEFI, the securities of the Underlying Funds held by TAGS, and any other securities held by any Fund, together referenced throughout this filing as “financial instruments.” Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities doesnot entail a significant degree of judgment.
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new andnot yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values donot necessarily represent the amounts that* maybe ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values maybe materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level3.* In certain cases, the inputs used to measure fair value* may*fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions arenot readily available, the Trust’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Trust uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs* maybe reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the Chicago Board of Trade (“CBOT”) arenot* actively trading due to a “limit-up” or ‘limit-down” condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level1 valuation but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level2 or Level3) and will report such NAV in its applicable financial statements and reports.
F-15
On* December 31, 2023and2022*, in the opinion of the Trust, the reported value at the close of the market for each commodity contract fairly reflected the value of the futures andno alternative valuations were required. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level1 or Level2 transfer, the Funds consider the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
For the quarter ended* June 30, 2021,Corn Futures Contracts for theSep21* CBOT corn futures and theDec21 CBOT corn futures, settled in a “limit up” condition. Accordingly, the Trust, CORN and TAGS classified these as level2 assets. The financial statements of CORN including TAGS, due to the NAV adjustment for the Underlying CORN holdings, were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $711,275 for CORN. The Corn futures contracts transferred back to a Level1 asset for the period ended* September 30, 2021.*
For the quarter ended* March 31, 2021,Corn Futures Contracts for theJul21* CBOT corn futures,Sep21 CBOT corn futures,Dec21 CBOT corn futures,Jul21 CBOT soybean futures, and theNov21 CBOT soybean futures, settled in a “limit up” condition. Accordingly, the Trust, CORN, and SOYB classified these as Level2 assets. The financial statements of these funds including TAGS, due to the NAV adjustment for each of these Underlying Funds, were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $3,371,513 for CORN and $279,750 for SOYB. The Soybean futures contracts transferred back to a Level1 asset for the period ended* June 30, 2021,and theSep21* andDec21 corn futures contracts remained a Level2 asset as described above.
The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts), which* maybe valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels2* or3 of the fair value hierarchy.
Investments in the securities of the Underlying Funds are freely traded and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Fund.
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) issued ASU2023-06 – Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments require an entity to disclose its accounting policy for where cash flows associated with derivative instruments and their related gains and losses are presented. The Trust and Funds already disclose the accounting policy related to the derivative gains and losses presented on the cash flow statement. The amendment was adopted early for the period ended* December 31, 2023.There isno* impact to the financial statements of the Trust or the Funds.
The FASB issued ASU2023-01, related to Leases – (Topic842). The response to concerns about applying Topic842 to related party arrangements between entities under common control. The update was adopted early for the quarter ended* March 31, 2023;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Funds.
The FASB issued ASU2022-03, related to fair value measurement (Topic820) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security arenot considered part of the unit of account of the equity security and, therefore, arenot considered in measuring fair value, however they do require disclosures. The amendment was adopted for the quarter ended* June 30, 2022;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Funds.
F-16
The FASB issued ASU2021-05: “Leases (Topic842).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic842 and the lessor would’ve otherwise recognized a day-one loss. The amendment was adopted early for the quarter ended* September 30, 2021;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Funds.
The FASB issued ASU2020-10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment was adopted for the quarter ended* March 31, 2021;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Funds.
F-17
The Trust’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Trust’s significant accounting policies in Note3. The following table presents information about the Trust’s assets and liabilities measured at fair value as of* December 31, 2023* and* December 31, 2022*:
*** December 31, 2023* **
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Cash Equivalents | $263,089,306 | $ | - | $ | - | $263,089,306 |
| Commodity and Cryptocurrency Futures Contracts | ||||||
| Wheat futures contracts | 2,237,493 | - | - | 2,237,493 | ||
| Bitcoin futures contracts | 129,519 | - | - | 129,519 | ||
| Total | $265,456,318 | $ | - | $ | - | $265,456,318 |
| Liabilities: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Commodity and Cryptocurrency Futures Contracts | ||||||
| Corn futures contracts | $2,182,141 | $ | - | $ | - | $2,182,141 |
| Soybean futures contracts | 1,391,661 | - | - | 1,391,661 | ||
| Sugar futures contracts | 2,687,998 | - | - | 2,687,998 | ||
| Wheat futures contracts | 4,575,666 | - | - | 4,575,666 | ||
| Bitcoin futures contracts | 51,376 | - | - | 51,376 | ||
| Total | $10,888,842 | $ | - | $ | - | $10,888,842 |
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Cash Equivalents | $388,000,477 | $ | - | $ | - | $388,000,477 |
| Commodity Futures Contracts | ||||||
| Corn futures contracts | 1,585,798 | - | - | 1,585,798 | ||
| Soybean futures contracts | 2,520,370 | - | - | 2,520,370 | ||
| Sugar futures contracts | 911,329 | - | - | 911,329 | ||
| Wheat futures contracts | 3,160,732 | - | - | 3,160,732 | ||
| Bitcoin futures contracts | 29,152 | - | - | 29,152 | ||
| Total | $396,207,858 | $ | - | $ | - | $396,207,858 |
| Liabilities: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Commodity Futures Contracts | ||||||
| Corn futures contracts | $2,967,103 | $ | - | $ | - | $2,967,103 |
| Sugar futures contracts | 85,128 | - | - | 85,128 | ||
| Wheat futures contracts | 26,380,838 | - | - | 26,380,838 | ||
| Total | $29,433,069 | $ | - | $ | - | $29,433,069 |
For the years ended* December 31, 2023and2022*, the Funds didnot have any significant transfers between any of the levels of the fair value hierarchy. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level1 or Level2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the periods being reported.
F-18
See theFair Value - Definition and Hierarchy section in Note4 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
In the normal course of business, the Funds utilize derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Funds’ derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Funds are also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended* December 31, 2023and2022*, the Funds invested only in commodity and cryptocurrency futures contracts specifically related to each Fund.
The Funds are subject to commodity and cryptocurrency price risk in the normal course of pursuing their investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with an FCM. Subsequent payments (variation margin) are made or received by each Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by each Fund. Futures contracts* may*reduce the Funds’ exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery* may*be limited to each Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASUNo. 2011-11 “Balance Sheet (Topic210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU2013-01 “Balance Sheet (Topic210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCMs, Marex and StoneX as of* December 31, 2023and2022*. The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly doesnot* include the excess collateral pledged.
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | |||||||||
| Description · Gross Amount of Recognized Assets · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due to Broker · Net Amount | |||||||||
| Commodity and Cryptocurrency Price | |||||||||
| Wheat futures contracts | $2,237,493 | $ | - | $2,237,493 | $2,237,493 | $ | - | $ | - |
| Bitcoin futures contracts | $129,519 | $ | - | $129,519 | $51,376 | $ | - | $78,143 | |
F-19
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | ||||||||||
| Description · Gross Amount of Recognized Liabilities · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due from Broker* · Net Amount | ||||||||||
| Commodity and Cryptocurrency Price | ||||||||||
| Corn futures contracts | $2,182,141 | $ | - | $2,182,141 | $ | - | $2,182,141 | $ | - | |
| Soybean futures contracts | $1,391,661 | $ | - | $1,391,661 | $ | - | $1,391,661 | $ | - | |
| Sugar futures contracts | $2,687,998 | $ | - | $2,687,998 | $ | - | $2,687,998 | $ | - | |
| Wheat futures contracts | $4,575,666 | $ | - | $4,575,666 | $2,237,493 | $2,338,173 | $ | - | ||
| Bitcoin futures contracts | $51,376 | $ | - | $51,376 | $51,376 | $ | - | $ | - | |
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | ||||||||||
| Description · Gross Amount of Recognized Assets · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due to Broker · Net Amount | ||||||||||
| Commodity and Cryptocurrency Price | ||||||||||
| Corn futures contracts | $1,585,798 | $ | - | $1,585,798 | $1,585,798 | $ | - | $ | - | |
| Soybean futures contracts | $2,520,370 | $ | - | $2,520,370 | $ | - | $ | - | $2,520,370 | |
| Sugar futures contracts | $911,329 | $ | - | $911,329 | $85,128 | $ | - | $826,201 | ||
| Wheat futures contracts | $3,160,732 | $ | - | $3,160,732 | $3,160,732 | $ | - | $ | - | |
| Bitcoin futures contracts | $29,152 | $ | - | $29,152 | $ | - | $ | - | $29,152 | |
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | |||||||||
| Description · Gross Amount of Recognized Liabilities · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due from Broker* · Net Amount | |||||||||
| Commodity Price | |||||||||
| Corn futures contracts | $2,967,103 | $ | - | $2,967,103 | $1,585,798 | $1,381,305 | $ | - | |
| Sugar futures contracts | $85,128 | $ | - | $85,128 | $85,128 | $ | - | $ | - |
| Wheat futures contracts | $26,380,838 | $ | - | $26,380,838 | $3,160,732 | $23,220,106 | $ | - | |
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Trust:
| Realized (Loss) Gain on Commodity and Cryptocurrency Futures Contracts | Net Change in Unrealized (Depreciation) Appreciation on Commodity and Cryptocurrency Futures Contracts | |
|---|---|---|
| Commodity and Cryptocurrency Price | ||
| Corn futures contracts | $(26,707,038) | $(800,836) |
| Soybean futures contracts | 940,552 | (3,912,031) |
| Sugar futures contracts | 11,398,276 | (3,514,199) |
| Wheat futures contracts | (81,189,435) | 20,881,933 |
| Bitcoin futures contracts | 1,308,803 | 48,991 |
| Total commodity futures contracts | $(94,248,842) | $12,703,858 |
F-20
| Realized Gain (Loss) on Commodity and Cryptocurrency Futures Contracts | Net Change in Unrealized (Depreciation) Appreciation on Commodity and Cryptocurrency Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Corn futures contracts | $28,784,977 | $(7,317,857) |
| Soybean futures contracts | 10,362,032 | (164,481) |
| Sugar futures contracts | (442,477) | (172,519) |
| Wheat futures contracts | (81,457,408) | (26,279,809) |
| Bitcoin futures contracts | (423,794) | 29,152 |
| Total commodity futures contracts | $(43,176,670) | $(33,905,514) |
| Realized Gain on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Corn futures contracts | $65,827,118 | $(14,218,054) |
| Soybean futures contracts | 27,370,674 | (12,439,375) |
| Sugar futures contracts | 6,223,228 | (408,983) |
| Wheat futures contracts | 18,418,461 | (2,678,459) |
| Total commodity futures contracts | $117,839,481 | $(29,744,871) |
The average notional market value categorized by primary underlying risk for all futures contracts held was $348.7 million in2023, $653.8 million in2022, and $321.8 million in2021.
Note6 - Organizational and Offering Costs**
Expenses incurred in organizing of the Trust and the initial offering of the shares, including applicable SEC registration fees, were borne directly by the Sponsor for the Funds and will be borne directly by the Sponsor for any series of the Trust which isnot yet operating or will be issued in the future. The Trust willnot be obligated to reimburse the Sponsor. The Funds bear their own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees, and other similar costs.
Note7 - Detail of the net assets and shares outstanding of the Funds that are a series of the Trust**
The following are the net assets and shares outstanding of each Fund that is a series of the Trust and, thus, in total, comprise the combined net assets of the Trust:
| Outstanding Shares | Net Assets | |
|---|---|---|
| Teucrium Corn Fund | 3,750,004 | $81,050,442 |
| Teucrium Soybean Fund | 1,075,004 | 29,056,020 |
| Teucrium Sugar Fund | 1,425,004 | 17,720,099 |
| Teucrium Wheat Fund | 30,800,004 | 184,176,669 |
| Hashdex Bitcoin Futures ETF | 50,000 | 2,536,958 |
| Teucrium Agricultural Fund: | 625,002 | |
| Net assets including the investment in the Underlying Funds | 18,409,126 | |
| Less: Investment in the Underlying Funds | 18,401,900 | |
| Net for the Fund in the combined net assets of the Trust | 7,226 | |
| Total | $314,547,414 |
F-21
| Outstanding Shares | Net Assets | |
|---|---|---|
| Teucrium Corn Fund | 5,675,004 | $152,638,405 |
| Teucrium Soybean Fund | 2,050,004 | 58,429,985 |
| Teucrium Sugar Fund | 2,550,004 | 24,262,359 |
| Teucrium Wheat Fund | 28,675,004 | 228,972,039 |
| Hashdex Bitcoin Futures ETF | 50,004 | 1,070,263 |
| Teucrium Agricultural Fund: | 1,262,502 | |
| Net assets including the investment in the Underlying Funds | 39,575,245 | |
| Less: Investment in the Underlying Funds | 39,572,698 | |
| Net for the Fund in the combined net assets of the Trust | 2,547 | |
| Total | $465,375,598 |
The detailed information for the subscriptions and redemptions, and other financial information for each Fund that is a series of the Trust are included in the accompanying financial statements of each Fund.
Management has evaluated the financial statements for the year-ended* December 31, 2023* for subsequent events through the date of this filing and notedno material events requiring either recognition through the date of the filing or disclosure herein for the Trust and Funds other than those noted below:
CORN:
SOYB:
CANE:
WEAT:
TAGS:
DEFI:
As reported by the registrant on a Form8-K filed with the Securities and Exchange Commission on* November 7, 2023 (FileNo.* 001-34765), Teucrium Commodity Trust (the “Teucrium Trust”), on behalf of its series, Hashdex Bitcoin Futures ETF (“Acquired Fund”), and Tidal Commodities Trust I (“Acquiring Trust”), on behalf of its series, Hashdex Bitcoin Futures ETF (“Acquiring Fund”), entered into an Agreement and Plan of Partnership Merger and Liquidation dated as of* October 30, 2023 (the “Plan of Merger”). The Merger closed on January 3, 2024 (*the “Closing Date”).
Pursuant to the Plan of Merger, each Acquired Fund shareholder receivedone share of the Acquiring Fund for everyone share of the Acquired Fund held on the Closing Date based on the net asset value per share of the Acquiring Fund being equal to the net asset value per share of the Acquired Fund determined immediately prior to the Merger closing. Upon the Merger closing, the Acquiring Fund acquired all the assets of the Acquired Fund and assumed all the liabilities of the Acquired Fund. Upon the Merger closing, the Plan of Merger caused all of the Acquired Fund’s shares to be cancelled and the Acquired Fund to be liquidated.
The sponsor of the Teucrium Trust, Teucrium Trading, LLC (“Teucrium”), isnot receiving any compensation dependent on the consummation of the Merger. Pursuant to a certain Amended and Restated*‘33* Act Fund Platform Support Agreement, as amended (the “Support Agreement”) among Tidal Investments LLC (f/k/a Toroso Investments, LLC) (“Tidal”), Tidal ETF Services, LLC, Hashdex Asset Management Ltd., and Teucrium, Tidal has agreed to provide Teucrium after the Merger with a monthly amount equal to the greater ofseven percent (7%) of the management fee paid to Tidal from the Acquiring Fund and 0.04% of monthly average net assets of the Acquiring Fund (“Teucrium Compensation”). Any payment of the Teucrium Compensation will be made from the resources of Tidal andnot from the assets of the Acquiring Fund.
The divestiture of DEFI from the Teucrium Commodity Trust represented a reduction of less than 1% of the Trusts' net assets. The Sponsor has determined that the impact, if any, to the Trust is immaterial.
F-22
| GRANT THORNTON LLP 757 Third Ave., 9th Floor New York, NY 10017 D+1 212 599 0100 F+1 212 370 4520 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Sponsor and Shareholders of Teucrium Corn Fund Opinion on the financial statements We have audited the accompanying statements of assets and liabilities, including the schedules of investments of Teucrium Corn Fund, a series of Teucrium Commodity Trust (the “Fund”) as of December 31, 2023 and 2022, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosure that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Fund’s auditor since 2014. New York, New York February 29, 2024 |
|---|---|
| GT.COM | Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership. |
| December 31, 2023 | December 31, 2022 | |
|---|---|---|
| Assets | ||
| Cash and cash equivalents | $76,745,471 | $142,434,737 |
| Interest receivable | 105,283 | 125,014 |
| Other assets | - | 854 |
| Capital shares receivable | - | 1,344,830 |
| Equity in trading accounts: | ||
| Commodity futures contracts | - | 1,585,798 |
| Due from broker | 6,533,938 | 11,625,331 |
| Total equity in trading accounts | 6,533,938 | 13,211,129 |
| Total assets | 83,384,692 | 157,116,564 |
| Liabilities | ||
| Management fee payable to Sponsor | 71,506 | 144,877 |
| Other liabilities | 80,603 | 21,349 |
| Payable for shares redeemed | - | 1,344,830 |
| Equity in trading accounts: | ||
| Commodity futures contracts | 2,182,141 | 2,967,103 |
| Total liabilities | 2,334,250 | 4,478,159 |
| Net assets | $81,050,442 | $152,638,405 |
| Shares outstanding | 3,750,004 | 5,675,004 |
| Shares authorized | * | * |
| Net asset value per share | $21.61 | $26.90 |
| Market value per share | $21.57 | $26.93 |
*On April 7, 2022, the Teucrium Corn Fund registered an indeterminate number of shares for the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
| Percentage of | |||||
|---|---|---|---|---|---|
| Description: Assets | Yield | Cost | Fair Value | Net Assets | Shares |
| Cash equivalents | |||||
| Money market funds | |||||
| U.S. Bank Deposit Account | 5.270% | $7,523,423 | $7,523,423 | 9.28% | 7,523,423 |
| Goldman Sachs Financial Square Government Fund - Institutional Class | 5.250% | 19,050,119 | 19,050,119 | 23.51 | 19,050,119 |
| Total money market funds | $26,573,542 | $26,573,542 | 32.79% | ||
| Maturity · Percentage of | |||||||
|---|---|---|---|---|---|---|---|
| Date · Yield · Cost · Fair Value · Net Assets · Principal Amount | |||||||
| Commercial Paper | |||||||
| Albemarle Corporation | January 3, 2024 | 5.770% | 4,950,475 | $4,998,428 | 6.17% | 5,000,000 | |
| Albemarle Corporation | January 11, 2024 | 5.808% | 2,478,230 | 2,496,042 | 3.08 | 2,500,000 | |
| Brookfield Infrastructure Holdings (Canada) Inc. | January 9, 2024 | 5.794% | 2,489,708 | 2,496,833 | 3.08 | 2,500,000 | |
| Brookfield Infrastructure Holdings (Canada) Inc. | January 16, 2024 | 5.853% | 2,466,575 | 2,494,031 | 3.08 | 2,500,000 | |
| Entergy Corporation | March 1, 2024 | 5.665% | 2,467,625 | 2,476,875 | 3.06 | 2,500,000 | |
| FMC Corporation | January 19, 2024 | 5.816% | 2,488,878 | 2,492,850 | 3.07 | 2,500,000 | |
| Harley-Davidson Financial Services, Inc. | January 9, 2024 | 5.843% | 2,474,533 | 2,496,817 | 3.08 | 2,500,000 | |
| Harley-Davidson Financial Services, Inc. | February 1, 2024 | 5.867% | 2,480,400 | 2,487,600 | 3.07 | 2,500,000 | |
| Harley-Davidson Financial Services, Inc. | February 14, 2024 | 5.927% | 2,473,774 | 2,482,247 | 3.06 | 2,500,000 | |
| National Fuel Gas Company | January 8, 2024 | 5.867% | 2,480,400 | 2,497,200 | 3.08 | 2,500,000 | |
| Oracle Corporation | March 6, 2024 | 5.562% | 2,467,452 | 2,475,400 | 3.05 | 2,500,000 | |
| V.F. Corporation | January 18, 2024 | 5.606% | 2,473,646 | 2,493,507 | 3.08 | 2,500,000 | |
| WGL Holdings, Inc. | January 3, 2024 | 5.793% | 2,490,896 | 2,499,208 | 3.08 | 2,500,000 | |
| WGL Holdings, Inc. | January 12, 2024 | 5.849% | 2,487,222 | 2,495,608 | 3.08 | 2,500,000 | |
| Walgreens Boots Alliance, Inc. | January 12, 2024 | 6.028% | 2,484,378 | 2,495,478 | 3.08 | 2,500,000 | |
| Total Commercial Paper | $39,654,192 | $39,878,124 | 49.20% | ||||
| Total Cash Equivalents | $66,451,666 | 81.99% | |||||
| Number of · Percentage of · Notional Amount | ||||
|---|---|---|---|---|
| Description: Liabilities | Contracts | Fair Value | Net Assets | (Long Exposure) |
| Commodity futures contracts | ||||
| United States corn futures contracts | ||||
| CBOT corn futures MAY24 | 1,171 | $1,102,254 | 1.36% | $28,338,200 |
| CBOT corn futures JUL24 | 983 | 384,407 | 0.47 | 24,280,100 |
| CBOT corn futures DEC24 | 1,128 | 695,480 | 0.86 | 28,397,400 |
| Total commodity futures contracts | $2,182,141 | 2.69% | $81,015,700 | |
F-25
TEUCRIUM CORN FUND
| Percentage of | |||||
|---|---|---|---|---|---|
| Description: Assets | Yield | Cost | Fair Value | Net Assets | Shares |
| Cash equivalents | |||||
| Money market funds | |||||
| First American Government Obligations Fund - Class X | 4.105% | $3,498,444 | $3,498,444 | 2.29% | 3,498,444 |
| Goldman Sachs Financial Square Government Fund - Institutional Class | 4.140% | 49,057,471 | 49,057,471 | 32.14 | 49,057,471 |
| Total money market funds | $52,555,915 | $52,555,915 | 34.43% | ||
| Maturity · Percentage of | ||||||
|---|---|---|---|---|---|---|
| Date | Yield | Cost | Fair Value | Net Assets | Principal Amount | |
| Commercial Paper | ||||||
| Brookfield Infrastructure Holdings (Canada) Inc. | January 17, 2023 | 4.742% | 7,438,744 | $7,484,443 | $4.90 | 7,500,000 |
| CNH Industrial Capital LLC | January 23, 2023 | 4.566% | 2,483,750 | 2,493,125 | 1.63 | 2,500,000 |
| CNH Industrial Capital LLC | February 13, 2023 | 4.780% | 4,949,736 | 4,971,931 | 3.26 | 5,000,000 |
| Crown Castle Inc. | January 10, 2023 | 4.877% | 2,481,000 | 2,497,000 | 1.64 | 2,500,000 |
| Crown Castle Inc. | January 12, 2023 | 4.765% | 4,979,764 | 4,992,820 | 3.27 | 5,000,000 |
| Entergy Corporation | January 4, 2023 | 4.311% | 2,481,702 | 2,499,115 | 1.64 | 2,500,000 |
| General Motors Financial Company, Inc. | January 10, 2023 | 4.618% | 7,449,762 | 7,491,469 | 4.91 | 7,500,000 |
| General Motors Financial Company, Inc. | January 18, 2023 | 4.473% | 2,472,806 | 2,494,806 | 1.63 | 2,500,000 |
| Harley-Davidson Financial Services, Inc. | January 3, 2023 | 4.721% | 2,482,562 | 2,499,354 | 1.64 | 2,500,000 |
| Harley-Davidson Financial Services, Inc. | January 25, 2023 | 4.944% | 7,458,402 | 7,475,650 | 4.90 | 7,500,000 |
| Harley-Davidson Financial Services, Inc. | February 2, 2023 | 5.104% | 2,479,781 | 2,488,844 | 1.63 | 2,500,000 |
| Hyundai Capital America | January 10, 2023 | 4.000% | 2,475,911 | 2,497,536 | 1.64 | 2,500,000 |
| ITT Inc. | January 19, 2023 | 4.475% | 2,482,544 | 2,494,487 | 1.63 | 2,500,000 |
| Jabil Inc. | January 13, 2023 | 5.073% | 4,980,555 | 4,991,667 | 3.27 | 5,000,000 |
| Oracle Corporation | January 17, 2023 | 4.361% | 2,482,980 | 2,495,222 | 1.63 | 2,500,000 |
| V.F. Corporation | February 2, 2023 | 4.669% | 1,986,711 | 1,991,822 | 1.30 | 2,000,000 |
| Walgreens Boots Alliance, Inc. | February 28, 2023 | 4.827% | 2,479,549 | 2,480,868 | 1.63 | 2,500,000 |
| Total Commercial Paper | $64,046,259 | $64,340,159 | 42.15% | |||
| Total Cash Equivalents | $116,896,074 | 76.58% | ||||
| Number of · Percentage of · Notional Amount | ||||
|---|---|---|---|---|
| Contracts | Fair Value | Net Assets | (Long Exposure) | |
| Commodity futures contracts | ||||
| United States corn futures contracts | ||||
| CBOT corn futures JUL23 | 1,363 | $1,585,798 | 1.04% | $45,779,763 |
| Number of · Percentage of · Notional Amount | ||||
|---|---|---|---|---|
| Description: Liabilities | Contracts | Fair Value | Net Assets | (Long Exposure) |
| Commodity futures contracts | ||||
| United States corn futures contracts | ||||
| CBOT corn futures MAY23 | 1,575 | $751,309 | 0.49% | $53,392,500 |
| CBOT corn futures DEC23 | 1,750 | 2,215,794 | 1.45 | 53,440,625 |
| Total commodity futures contracts | $2,967,103 | 1.94% | $106,833,125 | |
F-26
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Income | |||
| Realized and unrealized gain (loss) on trading of commodity futures contracts: | |||
| Realized (loss) gain on commodity futures contracts | $(26,707,038) | $28,784,977 | $65,827,118 |
| Net change in unrealized depreciation on commodity futures contracts | (800,836) | (7,317,857) | (14,218,054) |
| Interest income | 5,217,831 | 3,437,856 | 258,156 |
| Total (loss) income | (22,290,043) | 24,904,976 | 51,867,220 |
| Expenses | |||
| Management fees | 1,054,156 | 2,121,041 | 1,505,165 |
| Professional fees | 394,719 | 416,723 | 526,954 |
| Distribution and marketing fees | 1,048,908 | 1,197,419 | 1,569,853 |
| Custodian fees and expenses | 109,559 | 110,365 | 170,890 |
| Business permits and licenses fees | 29,208 | 34,477 | 29,157 |
| General and administrative expenses | 69,692 | 113,955 | 134,708 |
| Total expenses | 2,706,242 | 3,993,980 | 3,936,727 |
| Expenses waived by the Sponsor | - | (345,855) | (1,060,261) |
| Total expenses, net | 2,706,242 | 3,648,125 | 2,876,466 |
| Net (loss) income | $(24,996,285) | $21,256,851 | $48,990,754 |
| Net (loss) gain per share | $(5.29) | $5.32 | $6.04 |
| Net (loss) gain per weighted average share | $(5.65) | $2.66 | $6.29 |
| Weighted average shares outstanding | 4,424,182 | 8,002,538 | 7,790,689 |
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Operations | |||
| Net (loss) income | $(24,996,285) | $21,256,851 | $48,990,754 |
| Capital transactions | |||
| Issuance of Shares | 23,324,517 | 218,911,328 | 95,586,980 |
| Redemption of Shares | (69,916,195) | (208,376,030) | (162,021,015) |
| Total capital transactions | (46,591,678) | 10,535,298 | (66,434,035) |
| Net change in net assets | (71,587,963) | 31,792,149 | (17,443,281) |
| Net assets, beginning of period | $152,638,405 | $120,846,256 | $138,289,537 |
| Net assets, end of period | $81,050,442 | $152,638,405 | $120,846,256 |
| Net asset value per share at beginning of period | $26.90 | $21.58 | $15.54 |
| Net asset value per share at end of period | $21.61 | $26.90 | $21.58 |
| Creation of Shares | 975,000 | 8,050,000 | 5,025,000 |
|---|---|---|---|
| Redemption of Shares | 2,900,000 | 7,975,000 | 8,325,000 |
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Cash flows from operating activities: | |||
| Net (loss) income | $(24,996,285) | $21,256,851 | $48,990,754 |
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||
| Net change in unrealized depreciation on commodity futures contracts | 800,836 | 7,317,857 | 14,218,054 |
| Changes in operating assets and liabilities: | |||
| Due from broker | 5,091,393 | (11,548,188) | (77,143) |
| Interest receivable | 19,731 | (116,400) | (1,271) |
| Other assets | 854 | (854) | - |
| Due to broker | - | - | (12,973,828) |
| Management fee payable to Sponsor | (73,371) | 40,790 | (13,777) |
| Payable for purchases of commercial paper | - | - | (4,997,847) |
| Other liabilities | 59,254 | (63,357) | 63,047 |
| Net cash (used in) provided by operating activities | (19,097,588) | 16,886,699 | 45,207,989 |
| Cash flows from financing activities: | |||
| Proceeds from sale of Shares | 24,669,347 | 217,566,498 | 95,586,980 |
| Redemption of Shares | (71,261,025) | (207,031,200) | (163,963,290) |
| Net cash (used in) provided by financing activities | (46,591,678) | 10,535,298 | (68,376,310) |
| Net change in cash and cash equivalents | (65,689,266) | 27,421,997 | (23,168,321) |
| Cash and cash equivalents, beginning of period | 142,434,737 | 115,012,740 | 138,181,061 |
| Cash and cash equivalents, end of period | $76,745,471 | $142,434,737 | $115,012,740 |
Teucrium Corn Fund (referred to herein as “CORN,” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on* September 11, 2009.*The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “CORN,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for corn interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of CORN is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes in the corn market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices forthree futures contracts for corn (“Corn Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
CORN Benchmark
| CBOT Corn Futures Contract | Weighting |
|---|---|
| Second to expire | 35% |
| Third to expire | 30% |
| December following the third to expire | 35% |
The Fund commenced investment operations on* June 9, 2010and has a fiscal year ending on December 31.*The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is registered as a commodity pool operator (“CPO”) and a Commodity Trading Advisor (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
On* June 7, 2010,the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010,four Creation Baskets for CORN were issued representing 200,000 shares and $5,000,000. CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010.The current registration statement for CORN was declared effective by the SEC on April 7, 2022.*The registration statement for CORN registered an indeterminate number of shares.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor ,* may*terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However,no level of losses will require the Sponsor to terminate a Fund.
F-30
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is1555 North Rivercenter Drive, Suite302, Milwaukee, Wisconsin53212. U.S. Bank N.A. is a Wisconsin state-chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (“Global Fund Services”) is615 E. Michigan Street, Milwaukee, WI53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative, accounting services, and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
For custody services, the Funds will pay to U.S. Bank N.A.0.0075% of average gross assets up to*$1* billion, and 0.0050% of average gross assets over*$1* billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05% of average gross assets on thefirst $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 up to $47,000 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Foreside Fund Services, LLC, ("Foreside" or the "Distributor") a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), as the Distributor for the Fund. The Distribution Services Agreement among the Distributor, the Sponsor, and the Trust calls for the Distributor to work with the Transfer Agent 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 an agreement under which certain employees and officers of the Sponsor are licensed as registered representatives of the Distributor. These persons engage in certain marketing activities for the Fund. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the combined statements of operations. A summary of these expenses is included below.
Marex Capital Markets, Inc. (“Marex”) and StoneX Financial Inc. (“StoneX”) serve as the Funds’ clearing brokers to execute and provide other brokerage-related services. Marex and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. Marex and StoneX are each clearing members of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar, and Wheat Futures Contracts Marex is paid $11.00 per round turn. StoneX is paid $2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. Additionally, if the monthly commissions paid by each Fund doesnot equal or exceed 16.5% return on the StoneX Capital Requirement at 9.6% of the Exchange Maintenance Margin, each Fund will pay a true up to meet that return at the end of each month. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses can be found below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
F-31
| Year Ended December 31, 2023 · Year Ended December 31, 2022 · Year Ended December 31, 2021 | ||||||
|---|---|---|---|---|---|---|
| Amount Recognized for Custody Services | $109,559 | $110,365 | $170,890 | |||
| Amount of Custody Services Waived | $ | - | $4,000 | $59,872 | ||
| Amount Recognized for Distribution Services | $39,529 | $60,803 | $88,049 | |||
| Amount of Distribution Services Waived | $ | - | $17,010 | $40,063 | ||
| Amount Recognized for Wilmington Trust | $860 | $550 | $1,520 | |||
| Amount of Wilmington Trust Waived | $ | - | $ | - | $ | - |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
The Fund qualifies as an investment company solely for accounting purposes andnot for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic946, Financial Services - Investment Companies, but isnot registered, and isnot required to be registered, as an investment company under the Investment Company Act of1940, as amended.
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. The Fund seeks to earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian and at other financial institutions at prevailing market rates for such investments.
The Sponsor invests a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and statements of cash flows. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
The Sponsor began recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis. The below table shows the amounts included on the statements of operations as total brokerage commissions paid inclusive of unrealized loss for the years ended* December 31, 2021*,2022, and2023.
| CORN | |
|---|---|
| Year Ended December 31, 2023 | $65,449 |
| Year Ended December 31, 2022 | $217,050 |
| Year Ended December 31, 2021 | $141,674 |
F-32
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section7704(d) of the Internal Revenue Code of1986, as amended. Qualifying income is defined as generally 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 of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities 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 Fund expects that at least90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund doesnot record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
The Fund is required to determine whether a tax position is more likely thannot to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction and* mayfile income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2021 to2023*, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater thanfifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it hasnot incurred any liability for unrecognized tax benefits as of and for the years ended* December 31, 2023*,2022, and2021. However, the Fund’s conclusions regarding this policy* maybe subject to review and adjustment at a later date based on factors including, butnot* limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended* December 31, 2023*,2022, and2021.
The Fund* maybe subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may*include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
Authorized Purchasers* maypurchase Creation Baskets consisting of 25,000 shares from CORN. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of4:00* p.m. (ET) on the day the order to create the basket is properly received.
Authorized Purchasers* mayredeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of4:00* p.m. (ET) on the day the order to redeem the basket is properly received.
The Fund receives or pays the proceeds from shares sold or redeemed withinthree business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as capital shares receivable. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing,50,000 shares representtwo Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can beno more redemptions by an Authorized Purchaser.
F-33
Cash equivalents are highly liquid investments with original maturity dates of90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which are classified as cash andnot as cash equivalents. Assets deposited with the bank* may,at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of90* days or less, which is classified as a cash equivalent and isnot FDIC insured. The Sponsor* mayinvest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and isnot* FDIC insured.
| As of December 31, 2023 | As of December 31, 2022 | As of December 31, 2021 | |
|---|---|---|---|
| Money Market Funds | $26,573,542 | $52,555,915 | $11,399,662 |
| Demand Deposit Savings Accounts | 10,293,805 | 25,538,663 | 50,122,297 |
| Commercial Paper | 39,878,124 | 64,340,159 | 53,490,781 |
| Total cash and cash equivalents as presented on the Statement of Assets and Liabilities | $76,745,471 | $142,434,737 | $115,012,740 |
The amount recorded by the Fund for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased butnot yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but isnot limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a relatively small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets* maycreate profits and losses that, in relation to the amount invested, are greater than those in other forms of investment or speculation. As discussed below, adverse price changes in a futures contract mayresult in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and maybe modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties, so the counterparties mayagree to require the posting of collateral byone* or both parties to address credit exposure.
When a trader purchases an option, there isno margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options willnot be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
F-34
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit doesnot satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call isnot met within a reasonable time, the broker* mayclose out the trader’s position. With respect to the Fund’s trading, the Fund (andnot* its shareholders personally) is subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
| · | Taking the current market value of its total assets and |
| · | Subtracting any liabilities |
The administrator, Global Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or4:00 p.m. (ET). The NAV for a particular trading day is released after4:15 p.m. (ET).
In determining the value of Corn Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or4:00 p.m. (ET). The value of over the counter corn interests is determined based on the value of the commodity or futures contract underlying such corn interest, except that a fair value* maybe determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such corn interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognizedthird*-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open corn interests and any other income or expense accruing to the Fund but unpaid ornot received by the Fund.
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 forone or morethird parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor electednot to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including butnot limited to relative assets under management and creation order activity.
These aggregate common expenses include, but arenot limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statements of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
| Year Ended December 31, 2023 · Year Ended December 31, 2022 · Year Ended December 31, 2021 | ||||
|---|---|---|---|---|
| Recognized Related Party Transactions | $684,181 | $827,230 | $1,095,188 | |
| Waived Related Party Transactions | $ | - | $149,721 | $535,622 |
F-35
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would beno recovery sought for the amounts below in any future period:
| CORN | |
|---|---|
| Year Ended December 31, 2023 · $ · - | |
| Year Ended December 31, 2022 | $345,855 |
| Year Ended December 31, 2021 | $1,060,261 |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized intothree levels based on the inputs as follows:
Level1** - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts arenot applied to Level1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments doesnot entail a significant degree of judgment.
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new andnot yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values donot necessarily represent the amounts that* maybe ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values maybe materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level3.* In certain cases, the inputs used to measure fair value* may*fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions arenot readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs* maybe reduced for many securities. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level1* valuation but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level2 or Level3) and will report such NAV in its applicable financial statements and reports.
F-36
On* December 31, 2023and2022*, in the opinion of the Trust and the Fund, the reported value of the Corn Futures Contracts traded on the CBOT fairly reflected the value of the Corn Futures Contracts held by the Fund, andno adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level1 or Level2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
For the quarter ended* June 30, 2021,Corn Futures Contracts for theSep21* CBOT corn futures and theDec21 CBOT corn futures, settled in a “limit up” condition. Accordingly, the Trust and CORN classified these as level2 assets. The financial statements of CORN were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $711,275 for CORN. The Corn futures contracts transferred back to a Level1 asset for the period ended* September 30, 2021.*
For the quarter ended* March 31, 2021,Corn Futures Contracts for theJul21* CBOT corn futures,Sep21 CBOT corn futures, andDec21 CBOT corn futures settled in a “limit up” condition. Accordingly, the Trust and CORN classified these as Level2 assets. The financial statements of CORN were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $3,371,513. TheJul21 corn futures transferred back to a Level1 asset for the period ended* June 30, 2021,and theSep21* andDec21 corn futures contracts transferred back to a Level1 asset for the period ended* September 30, 2021.*
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which* maybe valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels2* or3 of the fair value hierarchy.
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) issued ASU2023-06 – Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments require an entity to disclose its accounting policy for where cash flows associated with derivative instruments and their related gains and losses are presented. The Trust and Fund already discloses the accounting policy related to the derivative gains and losses presented on the cash flow statement. The amendment was adopted early for the period ended* December 31, 2023.There isno* impact to the financial statements of the Trust or the Fund.
The FASB issued ASU2023-01, related to Leases – (Topic842). The response to concerns about applying Topic842 to related party arrangements between entities under common control. The update was adopted early for the quarter ended* March 31, 2023;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
F-37
The FASB issued ASU2022-03, related to fair value measurement (Topic820) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security arenot considered part of the unit of account of the equity security and, therefore, arenot considered in measuring fair value, however they do require disclosures. The amendment was adopted for the quarter ended* June 30, 2022;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU2021-05: “Leases (Topic842).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic842 and the lessor would’ve otherwise recognized a day-one loss. The amendment was adopted early for the quarter ended* September 30, 2021;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU2020-10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment is effective for annual periods beginning after* December 15, 2020.The amendment was adopted for the quarter ended March 31, 2021;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
F-38
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of* December 31, 2023* and* December 31, 2022*:
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Cash Equivalents | $66,451,666 | $ | - | $ | - | $66,451,666 |
| Liabilities: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Corn futures contracts | $2,182,141 | $ | - | $ | - | $2,182,141 |
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Cash Equivalents | $116,896,074 | $ | - | $ | - | $116,896,074 |
| Corn futures contracts | 1,585,798 | - | - | 1,585,798 | ||
| Total | $118,481,872 | $ | - | $ | - | $118,481,872 |
| Liabilities: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Corn futures contracts | $2,967,103 | $ | - | $ | - | $2,967,103 |
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended* December 31, 2023and2022*, the Fund invested only in commodity futures contracts.
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with an FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts* may*reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery* may*be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
F-39
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASUNo. 2011-11 “Balance Sheet (Topic210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU2013-01 “Balance Sheet (Topic210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCMs, Marex and StoneX as of* December 31, 2023and2022*. The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly doesnot* include the excess collateral pledged.
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | |||||||||
| Description · Gross Amount of Recognized Liabilities · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due from Broker* · Net Amount | |||||||||
| Commodity Price | |||||||||
| Corn futures contracts | $2,182,141 | $ | - | $2,182,141 | $ | - | $2,182,141 | $ | - |
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | |||||||||
| Description · Gross Amount of Recognized Assets · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due to Broker · Net Amount | |||||||||
| Commodity Price | |||||||||
| Corn futures contracts | $1,585,798 | $ | - | $1,585,798 | $1,585,798 | $ | - | $ | - |
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | ||||||||
| Description · Gross Amount of Recognized Liabilities · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due from Broker* · Net Amount | ||||||||
| Commodity Price | ||||||||
| Corn futures contracts | $2,967,103 | $ | - | $2,967,103 | $1,585,798 | $1,381,305 | $ | - |
| Realized Loss on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Corn futures contracts | $(26,707,038) | $(800,836) |
| Realized Gain on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Corn futures contracts | $28,784,977 | $(7,317,857) |
F-40
| Realized Gain on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Corn futures contracts | $65,827,118 | $(14,218,054) |
The average notional market value categorized by primary underlying risk for all futures contracts held was $101.5 million in2023, $212.2 million in2022, and $149.9 million in2021.
The following table presents per share performance data and other supplemental financial data for the years ended* December 31,*2023,2022, and2021. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Per Share Operation Performance | |||
| Net asset value at beginning of period | $26.90 | $21.58 | $15.54 |
| Income (loss) from investment operations: | |||
| Investment income | 1.18 | 0.43 | 0.03 |
| Net realized and unrealized (loss) gain on commodity futures contracts | (5.86) | 5.34 | 6.38 |
| Total expenses, net | (0.61) | (0.45) | (0.37) |
| Net (decrease) increase in net asset value | (5.29) | 5.32 | 6.04 |
| Net asset value at end of period | $21.61 | $26.90 | $21.58 |
| Total Return | (19.64)% | 24.64% | 38.88% |
| Ratios to Average Net Assets (Annualized) | |||
| Total expenses | 2.57% | 1.88% | 2.62% |
| Total expenses, net | 2.57% | 1.72% | 1.91% |
| Net investment gain (loss) | 2.38% | (0.10)% | (1.74)% |
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Fund isnot obligated to reimburse these costs to the Sponsor. The Fund bears its own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees and other similar costs.
Management has evaluated the financial statements for the year-ended* December 31, 2023* for subsequent events through the date of this filing and notedno material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:
F-41
| GRANT THORNTON LLP 757 Third Ave., 9th Floor New York, NY 10017 D+1 212 599 0100 F+1 212 370 4520 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Sponsor and Shareholders of Teucrium Soybean Fund Opinion on the financial statements We have audited the accompanying statements of assets and liabilities, including the schedules of investments of Teucrium Soybean Fund, a series of Teucrium Commodity Trust (the “Fund”) as of December 31, 2023 and 2022, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosure that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Fund’s auditor since 2014. New York, New York February 29, 2024 |
|---|---|
| GT.COM | Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership. |
| December 31, 2023 · December 31, 2022 | |||
|---|---|---|---|
| Assets | |||
| Cash and cash equivalents | $28,107,189 | $58,212,569 | |
| Interest receivable | 36,662 | 66,135 | |
| Other assets | - | 1,160 | |
| Equity in trading accounts: | |||
| Commodity futures contracts | - | 2,520,370 | |
| Due from broker | 2,385,040 | 543,205 | |
| Total equity in trading accounts | $2,385,040 | $3,063,575 | |
| Total assets | $30,528,891 | $61,343,439 | |
| Liabilities | |||
| Payable for shares redeemed | $ | - | $2,850,260 |
| Management fee payable to Sponsor | 25,659 | 55,430 | |
| Other liabilities | 55,551 | 7,764 | |
| Equity in trading accounts: | |||
| Commodity futures contracts | 1,391,661 | - | |
| Total liabilities | $1,472,871 | $2,913,454 | |
| Net assets | $29,056,020 | $58,429,985 | |
| Shares outstanding | 1,075,004 | 2,050,004 | |
| Shares available | * | * | |
| Net asset value per share | $27.03 | $28.50 | |
| Market value per share | $27.01 | $28.50 | |
*On April 7, 2022, the Teucrium Soybean Fund registered an indeterminate number of shares of the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
| Percentage of | |||||
|---|---|---|---|---|---|
| Description: Assets | Yield | Cost | Fair Value | Net Assets | Shares |
| Cash equivalents | |||||
| Money market funds | |||||
| U.S. Bank Deposit Account | 5.270% | $1,075,007 | $1,075,007 | 3.70% | 1,075,007 |
| Goldman Sachs Financial Square Government Fund - Institutional Class | 5.250% | 6,671,092 | 6,671,092 | 22.96 | 6,671,092 |
| Total money market funds | $7,746,099 | $7,746,099 | 26.66% | ||
| Maturity · Percentage of | ||||||
|---|---|---|---|---|---|---|
| Date | Yield | Cost | Fair Value | Net Assets | Principal Amount | |
| Commercial Paper | ||||||
| Albemarle Corporation | January 8, 2024 | 5.738% | $2,476,151 | $2,497,263 | 8.59% | 2,500,000 |
| Brookfield Infrastructure Holdings (Canada) Inc. | January 9, 2024 | 5.794% | 2,489,708 | 2,496,833 | 8.59 | 2,500,000 |
| FMC Corporation | January 19, 2024 | 5.816% | 2,488,878 | 2,492,850 | 8.58 | 2,500,000 |
| Harley-Davidson Financial Services, Inc. | February 1, 2024 | 5.867% | 2,480,400 | 2,487,600 | 8.56 | 2,500,000 |
| Stanley Black & Decker, Inc. | January 22, 2024 | 5.807% | 2,479,021 | 2,491,688 | 8.58 | 2,500,000 |
| WGL Holdings, Inc. | January 12, 2024 | 5.849% | 2,487,222 | 2,495,608 | 8.59 | 2,500,000 |
| Total Commercial Paper | $14,901,380 | $14,961,842 | 51.49% | |||
| Total Cash Equivalents | $22,707,941 | 78.15% | ||||
| Number of · Percentage of · Notional Amount | ||||
|---|---|---|---|---|
| Description: Liabilities | Contracts | Fair Value | Net Assets | (Long Exposure) |
| Commodity futures contracts | ||||
| United States soybean futures contracts | ||||
| CBOT soybean futures MAR24 | 156 | $617,118 | 2.12% | $10,124,400 |
| CBOT soybean futures MAY24 | 133 | 633,749 | 2.18 | 8,693,213 |
| CBOT soybean futures NOV24 | 164 | 140,794 | 0.48 | 10,215,150 |
| Total commodity futures contracts | $1,391,661 | 4.78% | $29,032,763 | |
F-44
TEUCRIUM SOYBEAN FUND
| Percentage of | |||||
|---|---|---|---|---|---|
| Description: Assets | Yield | Cost | Fair Value | Net Assets | Shares |
| Cash equivalents | |||||
| Money market funds | |||||
| First American Government Obligations Fund - Class X | 4.105% | $10,287,270 | $10,287,270 | 17.61% | 10,287,270 |
| Goldman Sachs Financial Square Government Fund - Institutional Class | 4.140% | 15,343,772 | 15,343,772 | 26.26 | 15,343,772 |
| Total money market funds | $25,631,042 | $25,631,042 | 43.87% | ||
| Maturity · Percentage of | ||||||
|---|---|---|---|---|---|---|
| Date | Yield | Cost | Fair Value | Net Assets | Principal Amount | |
| Commercial Paper | ||||||
| Brookfield Infrastructure Holdings (Canada) Inc. | January 17, 2023 | 4.734% | $4,959,225 | $4,989,644 | 8.54% | 5,000,000 |
| CNH Industrial Capital LLC | January 23, 2023 | 4.566% | 2,483,750 | 2,493,125 | 4.27 | 2,500,000 |
| Crown Castle Inc. | January 10, 2023 | 4.877% | 2,481,000 | 2,497,000 | 4.27 | 2,500,000 |
| Crown Castle Inc. | January 12, 2023 | 4.765% | 2,489,882 | 2,496,410 | 4.27 | 2,500,000 |
| Entergy Corporation | January 4, 2023 | 4.311% | 2,481,702 | 2,499,115 | 4.28 | 2,500,000 |
| Humana Inc. | January 9, 2023 | 4.670% | 2,482,750 | 2,497,444 | 4.27 | 2,500,000 |
| V.F. Corporation | January 17, 2023 | 4.364% | 2,479,695 | 2,495,222 | 4.27 | 2,500,000 |
| V.F. Corporation | February 2, 2023 | 4.669% | 2,483,389 | 2,489,778 | 4.26 | 2,500,000 |
| VW Credit, Inc. | January 19, 2023 | 4.434% | 2,482,702 | 2,494,538 | 4.27 | 2,500,000 |
| Walgreens Boots Alliance, Inc. | February 13, 2023 | 4.842% | 2,485,094 | 2,485,756 | 4.25 | 2,500,000 |
| Total Commercial Paper | $27,309,189 | $27,438,032 | 46.96% | |||
| Total Cash Equivalents | $53,069,074 | 90.83% | ||||
| Number of · Percentage of · Notional Amount | ||||
|---|---|---|---|---|
| Contracts | Fair Value | Net Assets | (Long Exposure) | |
| Commodity futures contracts | ||||
| United States soybean futures contracts | ||||
| CBOT soybean futures MAR23 | 268 | $642,912 | 1.10% | $20,421,600 |
| CBOT soybean futures MAY23 | 229 | 807,218 | 1.38 | 17,518,500 |
| CBOT soybean futures NOV23 | 289 | 1,070,240 | 1.82 | 20,472,038 |
| Total commodity futures contracts | $2,520,370 | 4.30% | $58,412,138 | |
F-45
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Income | |||
| Realized and unrealized gain (loss) on trading of commodity futures contracts: | |||
| Realized gain on commodity futures contracts | $940,552 | $10,362,032 | $27,370,674 |
| Net change in unrealized depreciation on commodity futures contracts | (3,912,031) | (164,481) | (12,439,375) |
| Interest income | 1,843,080 | 1,141,422 | 124,186 |
| Total (loss) income | (1,128,399) | 11,338,973 | 15,055,485 |
| Expenses | |||
| Management fees | 369,531 | 677,727 | 727,110 |
| Professional fees | 282,599 | 140,044 | 278,476 |
| Distribution and marketing fees | 384,860 | 379,076 | 802,965 |
| Custodian fees and expenses | 39,143 | 37,114 | 91,007 |
| Business permits and licenses fees | 22,477 | 21,062 | 25,359 |
| General and administrative expenses | 30,129 | 43,514 | 79,574 |
| Total expenses | 1,128,739 | 1,298,537 | 2,004,491 |
| Expenses waived by the Sponsor | - | (89,562) | (576,014) |
| Total expenses, net | 1,128,739 | 1,208,975 | 1,428,477 |
| Net (loss) income | $(2,257,138) | $10,129,998 | $13,627,008 |
| Net (loss) gain per share | $(1.47) | $5.73 | $3.28 |
| Net (loss) gain per weighted average share | $(1.68) | $4.03 | $4.11 |
| Weighted average shares outstanding | 1,345,346 | 2,515,004 | 3,319,593 |
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Operations | |||
| Net (loss) income | $(2,257,138) | $10,129,998 | $13,627,008 |
| Capital transactions | |||
| Issuance of Shares | 12,216,528 | 60,420,360 | 26,122,875 |
| Redemption of Shares | (39,333,355) | (57,092,998) | (83,956,120) |
| Total capital transactions | (27,116,827) | 3,327,362 | (57,833,245) |
| Net change in net assets | (29,373,965) | 13,457,360 | (44,206,237) |
| Net assets, beginning of period | $58,429,985 | $44,972,625 | $89,178,862 |
| Net assets, end of period | $29,056,020 | $58,429,985 | $44,972,625 |
| Net asset value per share at beginning of period | $28.50 | $22.77 | $19.49 |
| Net asset value per share at end of period | $27.03 | $28.50 | $22.77 |
| Creation of Shares | 450,000 | 2,200,000 | 1,225,000 |
|---|---|---|---|
| Redemption of Shares | 1,425,000 | 2,125,000 | 3,825,000 |
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Cash flows from operating activities: | |||
| Net (loss) income | $(2,257,138) | $10,129,998 | $13,627,008 |
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||
| Net change in unrealized depreciation on commodity futures contracts | 3,912,031 | 164,481 | 12,439,375 |
| Changes in operating assets and liabilities: | |||
| Due from broker | (1,841,835) | (543,205) | - |
| Interest receivable | 29,473 | (64,207) | 3,550 |
| Other assets | 1,160 | (1,160) | 37 |
| Due to broker | - | (675,169) | (10,582,397) |
| Management fee payable to Sponsor | (29,771) | 18,973 | (39,194) |
| Payable for purchases of commercial paper | - | - | (4,997,451) |
| Other liabilities | 47,787 | (14,648) | 3,810 |
| Net cash (used in) provided by operating activities | (138,293) | 9,015,063 | 10,454,738 |
| Cash flows from financing activities: | |||
| Proceeds from sale of Shares | 12,216,528 | 60,420,360 | 26,122,875 |
| Redemption of Shares | (42,183,615) | (54,242,738) | (83,956,120) |
| Net cash (used in) provided by financing activities | (29,967,087) | 6,177,622 | (57,833,245) |
| Net change in cash and cash equivalents | (30,105,380) | 15,192,685 | (47,378,507) |
| Cash and cash equivalents, beginning of period | 58,212,569 | 43,019,884 | 90,398,391 |
| Cash and cash equivalents, end of period | $28,107,189 | $58,212,569 | $43,019,884 |
Teucrium Soybean Fund (referred to herein as “SOYB” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on* September 11, 2009.*The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “SOYB,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for soybean interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of SOYB is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes in the soybean market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices forthree futures contracts for soybeans (“Soybean Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
SOYB Benchmark
| CBOT Soybeans Futures Contract | Weighting |
|---|---|
| Second to expire (excluding August & September) | 35% |
| Third to expire (excluding August & September) | 30% |
| Expiring in the November following the expiration of the third to expire contract | 35% |
The Fund commenced investment operations on* September 19, 2011and has a fiscal year ending December 31.*The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is 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”).
On* June 13, 2011,the initial Form S-1 for SOYB was declared effective by the SEC. On September 16, 2011,two Creation Baskets were issued representing 100,000 shares and $2,500,000. On September 19, 2011,SOYB started trading on the NYSE Arca. The current registration statement for SOYB was declared effective by the SEC on April 7, 2022.*The registration statement for SOYB registered an indeterminate number of shares.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor,* may*terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However,no level of losses will require the Sponsor to terminate a Fund.
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is1555 North Rivercenter Drive, Suite302, Milwaukee, Wisconsin53212. U.S. Bank N.A. is a Wisconsin state-chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (“Global Fund Services”) is615 E. Michigan Street, Milwaukee, WI53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative, accounting services, and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
For custody services, the Funds will pay to U.S. Bank N.A.0.0075% of average gross assets up to*$1* billion, and 0.0050% of average gross assets over*$1* billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05% of average gross assets on thefirst $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 up to $47,000 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
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The Sponsor employs Foreside Fund Services, LLC, ("Foreside" or the "Distributor") a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), as the Distributor for the Fund. The Distribution Services Agreement among the Distributor, the Sponsor, and the Trust calls for the Distributor to work with the Transfer Agent 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 an agreement under which certain employees and officers of the Sponsor are licensed as registered representatives of the Distributor. These persons engage in certain marketing activities for the Fund. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the combined statements of operations. A summary of these expenses is included below.
Marex Capital Markets, Inc. (“Marex”) and StoneX Financial Inc. (“StoneX”) serve as the Funds’ clearing brokers to execute and provide other brokerage-related services. Marex and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. Marex and StoneX are each clearing members of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar, and Wheat Futures Contracts Marex is paid $11.00 per round turn. StoneX is paid $2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. Additionally, if the monthly commissions paid by each Fund doesnot equal or exceed 16.5% return on the StoneX Capital Requirement at 9.6% of the Exchange Maintenance Margin, each Fund will pay a true up to meet that return at the end of each month. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses can be found below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
| Year Ended December 31, 2023 · Year Ended December 31, 2022 · Year Ended December 31, 2021 | |||||
|---|---|---|---|---|---|
| Amount Recognized for Custody Services | $39,143 | $37,114 | $91,007 | ||
| Amount of Custody Services Waived | $ | - | $4,000 | $30,326 | |
| Amount Recognized for Distribution Services | $14,627 | $19,183 | $46,195 | ||
| Amount of Distribution Services Waived | $ | - | $3,962 | $24,812 | |
| Amount Recognized for Wilmington Trust | $317 | $550 | $631 | ||
| Amount of Wilmington Trust Waived | $ | - | $ | - | $631 |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
The Fund qualifies as an investment company solely for accounting purposes andnot for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic946, Financial Services - Investment Companies, but isnot registered, and isnot required to be registered, as an investment company under the Investment Company Act of1940, as amended.
F-50
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. Interest on cash equivalents with financial institutions are recognized on an accrual basis. The Fund seeks to earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.
The Sponsor invests a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and on the statements of cash flows. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
The Sponsor recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis. The below table shows the amounts included on the statements of operations as total brokerage commissions paid inclusive of unrealized loss for the years ended* December 31, 2021*,2022, and2023.
| SOYB | |
|---|---|
| Year Ended December 31, 2023 | $12,516 |
| Year Ended December 31, 2022 | $27,011 |
| Year Ended December 31, 2021 | $29,889 |
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section7704(d) of the Internal Revenue Code of1986, as amended. Qualifying income is defined as generally 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 of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities 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 Fund expects that at least90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund doesnot record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
The Fund is required to determine whether a tax position is more likely thannot to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction and* mayfile income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2021 to2023*, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater thanfifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it hasnot incurred any liability for unrecognized tax benefits as of and for the years ended* December 31, 2023*,2022, and2021. However, the Fund’s conclusions regarding this policy* maybe subject to review and adjustment at a later date based on factors including, butnot* limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
F-51
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended* December 31, 2023*,2022, and2021.
The Fund* maybe subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may*include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
Authorized Purchasers* maypurchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of4:00* p.m. (ET) on the day the order to create the basket is properly received.
Authorized Purchasers* mayredeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of4:00* p.m. (ET) on the day the order to redeem the basket is properly received.
The Fund receives or pays the proceeds from shares sold or redeemed withinthree business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as capital shares receivable. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing,50,000 shares representtwo Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can beno more redemptions by an Authorized Purchaser.
Cash equivalents are highly liquid investments with original maturity dates of90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which are classified as cash andnot as cash equivalents. Assets deposited with the bank* may,at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of90* days or less, which is classified as a cash equivalent and isnot FDIC insured. The Sponsor* mayinvest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and isnot* FDIC insured.
| As of December 31, 2023 | As of December 31, 2022 | As of December 31, 2021 | |
|---|---|---|---|
| Money Market Funds | $7,746,099 | $25,631,042 | $11,462,494 |
| Demand Deposit Savings Accounts | 5,399,248 | 5,143,495 | 10,059,937 |
| Commercial Paper | 14,961,842 | 27,438,032 | 21,497,453 |
| Total cash and cash equivalents as presented on the Statement of Assets and Liabilities | $28,107,189 | $58,212,569 | $43,019,884 |
The amount recorded by the Fund for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased butnot yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.
F-52
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but isnot limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a relatively small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets* maycreate profits and losses that, in relation to the amount invested, are greater than those in other forms of investment or speculation. As discussed below, adverse price changes in a futures contract mayresult in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and maybe modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties, so the counterparties mayagree to require the posting of collateral byone* or both parties to address credit exposure.
When a trader purchases an option, there isno margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options willnot be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit doesnot satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call isnot met within a reasonable time, the broker* mayclose out the trader’s position. With respect to the Fund’s trading, the Fund (andnot* its shareholders personally) is subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
| · | Taking the current market value of its total assets and |
| · | Subtracting any liabilities |
The administrator, Global Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or4:00 p.m. (ET). The NAV for a particular trading day is released after4:15 p.m. (ET).
In determining the value of Soybean Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or4:00 p.m. (ET). The value of over the counter soybean interests is determined based on the value of the commodity or futures contract underlying such soybean interest, except that a fair value* maybe determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such soybean interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognizedthird*-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open soybean interests and any other income or expense accruing to the Fund but unpaid ornot received by the Fund.
F-53
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 forone or morethird parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor electednot to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including butnot limited to relative assets under management and creation order activity.
These aggregate common expenses include, but arenot limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statements of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
| Year Ended December 31, 2023 · Year Ended December 31, 2022 · Year Ended December 31, 2021 | ||||
|---|---|---|---|---|
| Recognized Related Party Transactions | $251,775 | $261,124 | $571,585 | |
| Waived Related Party Transactions | $ | - | $32,056 | $288,098 |
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would beno recovery sought for the amounts below in any future period:
| SOYB | |
|---|---|
| Year Ended December 31, 2023 · $ · - | |
| Year Ended December 31, 2022 | $89,562 |
| Year Ended December 31, 2021 | $576,014 |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized intothree levels based on the inputs as follows:
F-54
Level1** - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts arenot applied to Level1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments doesnot entail a significant degree of judgment.
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new andnot yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values donot necessarily represent the amounts that* maybe ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values maybe materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level3.* In certain cases, the inputs used to measure fair value* may*fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions arenot readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs* maybe reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level1* valuation but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level2 or Level3) and will report such NAV in its applicable financial statements and reports.
On* December 31, 2023and2022*, in the opinion of the Trust and the Fund, the reported value of the Soybean Futures Contracts traded on the CBOT fairly reflected the value of the Soybean Futures Contracts held by the Fund, withno adjustments necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level1 or Level2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
For the quarter ended* March 31, 2021,Soybean Futures Contracts forJul21* CBOT soybean futures, and theNov21 CBOT soybean futures settled in a “limit up” condition. Accordingly, the Trust and SOYB classified these as Level2 assets. The adjustment in SOYB resulted in a $279,750 increase in the unrealized change in commodity futures contracts in excess of reported CBOT values. These contracts transferred back to a Level1 asset for the quarter ended* June 30, 2021.*
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which* maybe valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels2* or3 of the fair value hierarchy.
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
F-55
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) issued ASU2023-06 – Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments require an entity to disclose its accounting policy for where cash flows associated with derivative instruments and their related gains and losses are presented. The Trust and Fund already discloses the accounting policy related to the derivative gains and losses presented on the cash flow statement. The amendment was adopted early for the period ended* December 31, 2023.There isno* impact to the financial statements of the Trust or the Fund.
The FASB issued ASU2023-01, related to Leases – (Topic842). The response to concerns about applying Topic842 to related party arrangements between entities under common control. The update was adopted early for the quarter ended* March 31, 2023;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU2022-03, related to fair value measurement (Topic820) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security arenot considered part of the unit of account of the equity security and, therefore, arenot considered in measuring fair value, however they do require disclosures. The amendment was adopted for the quarter ended* June 30, 2022;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU2021-05: “Leases (Topic842).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic842 and the lessor would’ve otherwise recognized a day-one loss. The amendment was adopted early for the quarter ended* September 30, 2021;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU2020-10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment is effective for annual periods beginning after* December 15, 2020.The amendment was adopted for the quarter ended March 31, 2021;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
F-56
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of* December 31, 2023* and* December 31, 2022*:
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Cash Equivalents | $22,707,941 | $ | - | $ | - | $22,707,941 |
| Liabilities: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Soybean futures contracts | $1,391,661 | $ | - | $ | - | $1,391,661 |
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Cash Equivalents | $53,069,074 | $ | - | $ | - | $53,069,074 |
| Soybean futures contracts | 2,520,370 | - | - | 2,520,370 | ||
| Total | $55,589,444 | $ | - | $ | - | $55,589,444 |
See theFair Value Definition and Hierarchysection in Note3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended* December 31, 2023and2022*, the Fund invested only in commodity futures contracts.
F-57
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with an FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts* may*reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery* may*be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASUNo. 2011-11 “Balance Sheet (Topic210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU2013-01 “Balance Sheet (Topic210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCMs, Marex and StoneX as of* December 31, 2023and2022*. The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly doesnot* include the excess collateral pledged.
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | |||||||||
| Description · Gross Amount of Recognized Liabilities · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due from Broker* · Net Amount | |||||||||
| Commodity Price | |||||||||
| Soybean futures contracts | $1,391,661 | $ | - | $1,391,661 | $ | - | $1,391,661 | $ | - |
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | |||||||||
| Description · Gross Amount of Recognized Assets · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due to Broker · Net Amount | |||||||||
| Commodity Price | |||||||||
| Soybean futures contracts | $2,520,370 | $ | - | $2,520,370 | $ | - | $ | - | $2,520,370 |
F-58
| Realized Gain on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Soybean futures contracts | $940,552 | $(3,912,031) |
| Realized Gain on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Soybean futures contracts | $10,362,032 | $(164,481) |
| Realized Gain on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Soybean futures contracts | $27,370,674 | $(12,439,375) |
The average notional market value categorized by primary underlying risk for all futures contracts held was $35.3 million in2023, $67.3 million in2022, and $70.2 million in2021.
The following table presents per share performance data and other supplemental financial data for the years ended* December 31, 2023,*2022 and2021. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Per Share Operation Performance | |||
| Net asset value at beginning of period | $28.50 | $22.77 | $19.49 |
| Income (loss) from investment operations: | |||
| Investment income | 1.37 | 0.45 | 0.04 |
| Net realized and unrealized (loss) gain on commodity futures contracts | (2.00) | 5.76 | 3.67 |
| Total expenses, net | (0.84) | (0.48) | (0.43) |
| Net (decrease) increase in net asset value | (1.47) | 5.73 | 3.28 |
| Net asset value at end of period | $27.03 | $28.50 | $22.77 |
| Total Return | (5.17)% | 25.17% | 16.82% |
| Ratios to Average Net Assets (Annualized) | |||
| Total expenses | 3.05% | 1.92% | 2.76% |
| Total expenses, net | 3.05% | 1.78% | 1.96% |
| Net investment loss | 1.93% | (0.10)% | (1.79)% |
F-59
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Fund isnot obligated to reimburse these costs to the Sponsor. The Fund bears its own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees and other similar costs.
Management has evaluated the financial statements for the year-ended* December 31, 2023* for subsequent events through the date of this filing and notedno material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:
F-60
| GRANT THORNTON LLP 757 Third Ave., 9th Floor New York, NY 10017 D+1 212 599 0100 F+1 212 370 4520 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Sponsor and Shareholders of Teucrium Sugar Fund Opinion on the financial statements We have audited the accompanying statements of assets and liabilities, including the schedules of investments of Teucrium Sugar Fund, a series of Teucrium Commodity Trust (the “Fund”) as of December 31, 2023 and 2022, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosure that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Fund’s auditor since 2014. New York, New York February 29, 2024 |
|---|---|
| GT.COM | Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership. |
| December 31, 2023 | December 31, 2022 | |
|---|---|---|
| Assets | ||
| Cash and cash equivalents | $16,773,745 | $22,977,480 |
| Interest receivable | 31,551 | 30,669 |
| Other assets | 835 | 2,965 |
| Equity in trading accounts: | ||
| Commodity futures contracts | - | 911,329 |
| Due from broker | 3,650,191 | 447,801 |
| Total equity in trading accounts | 3,650,191 | 1,359,130 |
| Total assets | 20,456,322 | 24,370,244 |
| Liabilities | ||
| Management fee payable to Sponsor | 17,451 | 20,912 |
| Other liabilities | 30,774 | 1,845 |
| Equity in trading accounts: | ||
| Commodity futures contracts | 2,687,998 | 85,128 |
| Total equity in trading accounts | 2,687,998 | 85,128 |
| Total liabilities | 2,736,223 | 107,885 |
| Net assets | $17,720,099 | $24,262,359 |
| Shares outstanding | 1,425,004 | 2,550,004 |
| Shares available | * | * |
| Net asset value per share | $12.44 | $9.51 |
| Market value per share | $12.40 | $9.53 |
*On April 7, 2022, the Teucrium Sugar Fund registered an indeterminate number of shares of the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
| Percentage of | |||||
|---|---|---|---|---|---|
| Description: Assets | Yield | Cost | Fair Value | Net Assets | Shares |
| Cash equivalents | |||||
| Money market funds | |||||
| U.S. Bank Deposit Account | 5.270% | $1,532,232 | $1,532,232 | 8.65% | 1,532,232 |
| Goldman Sachs Financial Square Government Fund - Institutional Class | 5.250% | 1,501,006 | 1,501,006 | 8.47 | 1,501,006 |
| Total Money Market Funds | $3,033,238 | $3,033,238 | 17.12% | ||
| Maturity · Percentage of · Principal | |||||||
|---|---|---|---|---|---|---|---|
| Date · Yield · Cost · Fair Value · Net Assets · Amount | |||||||
| Commercial Paper | |||||||
| Albemarle Corporation | January 4, 2024 | 5.753% | $2,480,382 | $2,498,823 | 14.10% | 2,500,000 | |
| Brookfield Infrastructure Holdings (Canada) Inc. | January 30, 2024 | 5.814% | 550,863 | 552,447 | 3.12 | 555,000 | |
| Entergy Corporation | March 1, 2024 | 5.665% | 2,467,625 | 2,476,875 | 13.98 | 2,500,000 | |
| FMC Corporation | January 19, 2024 | 5.816% | 2,488,878 | 2,492,850 | 14.07 | 2,500,000 | |
| National Fuel Gas Company | January 8, 2024 | 5.867% | 2,480,400 | 2,497,200 | 14.09 | 2,500,000 | |
| Total Commercial Paper | $10,468,148 | $10,518,195 | 59.36% | ||||
| Total Cash Equivalents | $13,551,433 | 76.47% | |||||
| Number of · Percentage of · Notional Amount | |||||||
|---|---|---|---|---|---|---|---|
| Description: Liabilities · Contracts · Fair Value · Net Assets · (Long Exposure) | |||||||
| Commodity futures contracts | |||||||
| United States sugar futures contracts | |||||||
| ICE sugar futures MAY24 | 270 | $1,051,261 | 5.93% | $6,175,008 | |||
| ICE sugar futures JUL24 | 233 | 1,128,473 | 6.37 | 5,326,193 | |||
| ICE sugar futures MAR25 | 268 | 508,264 | 2.87 | 6,216,314 | |||
| Total commodity futures contracts | $2,687,998 | 15.17% | $17,717,515 | ||||
F-63
TEUCRIUM SUGAR FUND
| Percentage of | |||||
|---|---|---|---|---|---|
| Description: Assets | Yield | Cost | Fair Value | Net Assets | Shares |
| Cash equivalents | |||||
| Money market funds | |||||
| First American Government Obligations Fund - Class X | 4.105% | $5,634,177 | $5,634,177 | 23.22% | 5,634,177 |
| Goldman Sachs Financial Square Government Fund - Institutional Class | 4.140% | 4,286,322 | 4,286,322 | 17.67 | 4,286,322 |
| Total Money Market Funds | $9,920,499 | $9,920,499 | 40.89% | ||
| Maturity · Percentage of · Principal | |||||||
|---|---|---|---|---|---|---|---|
| Date · Yield · Cost · Fair Value · Net Assets · Amount | |||||||
| Commercial Paper | |||||||
| Entergy Corporation | January 4, 2023 | 4.311% | $2,481,702 | $2,499,115 | 10.30% | 2,500,000 | |
| General Motors Financial Company, Inc. | January 10, 2023 | 4.276% | 2,475,149 | 2,497,369 | 10.29 | 2,500,000 | |
| Glencore Funding LLC | January 13, 2023 | 4.526% | 2,482,656 | 2,496,283 | 10.29 | 2,500,000 | |
| VW Credit, Inc. | January 19, 2023 | 4.434% | 2,482,702 | 2,494,537 | 10.28 | 2,500,000 | |
| Total Commercial Paper | $9,922,209 | $9,987,304 | 41.16% | ||||
| Total Cash Equivalents | $19,907,803 | 82.05% | |||||
| Number of · Percentage of · Notional Amount | ||||
|---|---|---|---|---|
| Contracts | Fair Value | Net Assets | (Long Exposure) | |
| Commodity futures contracts | ||||
| United States sugar futures contracts | ||||
| ICE sugar futures MAY23 | 401 | $356,963 | 1.47% | $8,407,526 |
| ICE sugar futures JUL23 | 362 | 554,366 | 2.29 | 7,289,811 |
| Total commodity futures contracts | $911,329 | 3.76% | $15,697,337 | |
| Number of · Percentage of · Notional Amount | ||||
|---|---|---|---|---|
| Description: Liabilities | Contracts | Fair Value | Net Assets | (Long Exposure) |
| Commodity futures contracts | ||||
| United States sugar futures contracts | ||||
| ICE sugar futures MAR24 | 427 | $85,128 | 0.35% | $8,565,278 |
F-64
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Income | |||
| Realized and unrealized gain (loss) on trading of commodity futures contracts: | |||
| Realized gain (loss) on commodity futures contracts | $11,398,276 | $(442,477) | $6,223,228 |
| Net change in unrealized depreciation on commodity futures contracts | (3,514,199) | (172,519) | (408,983) |
| Interest income | 1,340,056 | 452,734 | 27,813 |
| Total income (loss) | 9,224,133 | (162,262) | 5,842,058 |
| Expenses | |||
| Management fees | 267,574 | 278,028 | 204,160 |
| Professional fees | 251,061 | 77,992 | 60,302 |
| Distribution and marketing fees | 268,576 | 168,266 | 177,047 |
| Custodian fees and expenses | 27,216 | 15,692 | 18,782 |
| Business permits and licenses fees | 22,148 | 28,238 | 26,423 |
| General and administrative expenses | 22,598 | 20,254 | 22,387 |
| Other expenses | - | - | 8 |
| Total expenses | 859,173 | 588,470 | 509,109 |
| Expenses waived by the Sponsor | - | (78,237) | (134,294) |
| Total expenses, net | 859,173 | 510,233 | 374,815 |
| Net income (loss) | $8,364,960 | $(672,495) | $5,467,243 |
| Net gain per share | $2.92 | $0.28 | $2.51 |
| Net gain (loss) per weighted average share | $3.98 | $(0.22) | $2.28 |
| Weighted average shares outstanding | 2,104,388 | 2,995,004 | 2,396,442 |
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Operations | |||
| Net income (loss) | $8,364,960 | $(672,495) | $5,467,243 |
| Capital transactions | |||
| Issuance of Shares | 25,041,780 | 27,142,395 | 14,673,718 |
| Redemption of Shares | (39,949,000) | (25,042,205) | (10,072,388) |
| Total capital transactions | (14,907,220) | 2,100,190 | 4,601,330 |
| Net change in net assets | (6,542,260) | 1,427,695 | 10,068,573 |
| Net assets, beginning of period | $24,262,359 | $22,834,664 | $12,766,091 |
| Net assets, end of period | $17,720,099 | $24,262,359 | $22,834,664 |
| Net asset value per share at beginning of period | $9.51 | $9.23 | $6.72 |
| Net asset value per share at end of period | $12.44 | $9.51 | $9.23 |
| Creation of Shares | 1,950,000 | 2,800,000 | 1,700,000 |
|---|---|---|---|
| Redemption of Shares | 3,075,000 | 2,725,000 | 1,125,000 |
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Cash flows from operating activities: | |||
| Net income (loss) | $8,364,960 | $(672,495) | $5,467,243 |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
| Net change in unrealized depreciation on commodity futures contracts | 3,514,199 | 172,519 | 408,983 |
| Changes in operating assets and liabilities: | |||
| Due from broker | (3,202,390) | 88,182 | (535,983) |
| Interest receivable | (882) | (29,225) | (540) |
| Other assets | 2,130 | (2,965) | - |
| Due to broker | - | - | (475,661) |
| Management fee payable to Sponsor | (3,461) | 1,422 | 9,198 |
| Other liabilities | 28,929 | (13,050) | 9,000 |
| Net cash provided by (used in) operating activities | 8,703,485 | (455,612) | 4,882,240 |
| Cash flows from financing activities: | |||
| Proceeds from sale of Shares | 25,041,780 | 27,142,395 | 14,673,718 |
| Redemption of Shares | (39,949,000) | (25,042,205) | (10,072,388) |
| Net cash (used in) provided by financing activities | (14,907,220) | 2,100,190 | 4,601,330 |
| Net change in cash and cash equivalents | (6,203,735) | 1,644,578 | 9,483,570 |
| Cash and cash equivalents, beginning of period | 22,977,480 | 21,332,902 | 11,849,332 |
| Cash and cash equivalents, end of period | $16,773,745 | $22,977,480 | $21,332,902 |
Note1 – Organization and Operation**
Teucrium Sugar Fund (referred to herein as “CANE” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on* September 11, 2009.*The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “CANE,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for sugar interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of CANE is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes in the sugar market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices forthree futures contracts forNo. 11 sugar (“Sugar Futures Contracts”) that are traded on the ICE Futures US (“ICE”):
CANE Benchmark
| ICE Sugar Futures Contract | Weighting |
|---|---|
| Second to expire | 35% |
| Third to expire | 30% |
| Expiring in the March following the expiration of the third to expire contract | 35% |
The Fund commenced investment operations on* September 19, 2011and has a fiscal year ending December 31.*The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is 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”).
On* June 13, 2011,the initial Form S-1 for CANE was declared effective by the SEC. On September 16, 2011,two Creation Baskets were issued representing 100,000 shares and $2,500,000. On September 19, 2011,CANE started trading on the NYSE Arca. The current registration statement for CANE was declared effective by the SEC April 7, 2022.*The registration statement for CANE registered an indeterminate number of shares.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor,* may*terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However,no level of losses will require the Sponsor to terminate a Fund.
F-68
Note2 – Principal Contracts and Agreements**
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is1555 North Rivercenter Drive, Suite302, Milwaukee, Wisconsin53212. U.S. Bank N.A. is a Wisconsin state-chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (“Global Fund Services”) is615 E. Michigan Street, Milwaukee, WI53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative, accounting services, and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
For custody services, the Funds will pay to U.S. Bank N.A.0.0075% of average gross assets up to*$1* billion, and 0.0050% of average gross assets over*$1* billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05% of average gross assets on thefirst $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 up to $47,000 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Foreside Fund Services, LLC, ("Foreside" or the "Distributor") a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), as the Distributor for the Fund. The Distribution Services Agreement among the Distributor, the Sponsor, and the Trust calls for the Distributor to work with the Transfer Agent 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 an agreement under which certain employees and officers of the Sponsor are licensed as registered representatives of the Distributor. These persons engage in certain marketing activities for the Fund. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the combined statements of operations. A summary of these expenses is included below.
Marex Capital Markets, Inc. (“Marex”) and StoneX Financial Inc. (“StoneX”) serve as the Funds’ clearing brokers to execute and provide other brokerage-related services. Marex and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. Marex and StoneX are each clearing members of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar, and Wheat Futures Contracts Marex is paid $11.00 per round turn. StoneX is paid $2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. Additionally, if the monthly commissions paid by each Fund doesnot equal or exceed 16.5% return on the StoneX Capital Requirement at 9.6% of the Exchange Maintenance Margin, each Fund will pay a true up to meet that return at the end of each month. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses can be found below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
F-69
| Year Ended December 31, 2023 · Year Ended December 31, 2022 · Year Ended December 31, 2021 | |||||
|---|---|---|---|---|---|
| Amount Recognized for Custody Services | $27,216 | $15,692 | $18,782 | ||
| Amount of Custody Services Waived | $ | - | $1,068 | $9,186 | |
| Amount Recognized for Distribution Services | $10,199 | $8,636 | $10,036 | ||
| Amount of Distribution Services Waived | $ | - | $3,331 | $6,027 | |
| Amount Recognized for Wilmington Trust | $232 | $550 | $252 | ||
| Amount of Wilmington Trust Waived | $ | - | $ | - | $252 |
Note3 – Summary of Significant Accounting Policies**
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
The Fund qualifies as an investment company solely for accounting purposes andnot for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic946, Financial Services - Investment Companies, but isnot registered, and isnot required to be registered, as an investment company under the Investment Company Act of1940, as amended.
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. Interest on cash equivalents with financial institutions are recognized on an accrual basis. The Fund seeks to earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.
The Sponsor invests a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and on the statements of cash flows. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
The Sponsor recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis. The below table shows the amounts included on the statements of operations as total brokerage commissions paid inclusive of unrealized loss for the years ended* December 31, 2021*,2022, and2023.
| CANE | |
|---|---|
| Year Ended December 31, 2023 | $21,902 |
| Year Ended December 31, 2022 | $33,469 |
| Year Ended December 31, 2021 | $21,123 |
F-70
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section7704(d) of the Internal Revenue Code of1986, as amended. Qualifying income is defined as generally 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 of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities 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 Fund expects that at least90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund doesnot record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
The Fund is required to determine whether a tax position is more likely thannot to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction and* mayfile income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2021 to2023*, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater thanfifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it hasnot incurred any liability for unrecognized tax benefits as of and for the years ended* December 31, 2023*,2022, and2021. However, the Fund’s conclusions regarding this policy* maybe subject to review and adjustment at a later date based on factors including, butnot* limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended* December 31, 2023*,2022, and2021.
The Fund* maybe subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may*include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
Authorized Purchasers* maypurchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of4:00* p.m. (ET) on the day the order to create the basket is properly received.
Authorized Purchasers* mayredeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of4:00* p.m. (ET) on the day the order to redeem the basket is properly received.
The Fund receives or pays the proceeds from shares sold or redeemed withinthree business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as capital shares receivable. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing,50,000 shares representtwo Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can beno more redemptions by an Authorized Purchaser.
F-71
Cash equivalents are highly liquid investments with original maturity dates of90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which are classified as cash andnot as cash equivalents. Assets deposited with the bank* may,at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of90* days or less, which is classified as a cash equivalent and isnot FDIC insured. The Sponsor* mayinvest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and isnot* FDIC insured.
| As of December 31, 2023 | As of December 31, 2022 | As of December 31, 2021 | |
|---|---|---|---|
| Money Market Funds | $3,033,238 | $9,920,499 | $4,816,883 |
| Demand Deposit Savings Accounts | 3,222,312 | 3,069,677 | 9,016,479 |
| Commercial Paper | 10,518,195 | 9,987,304 | 7,499,540 |
| Total cash and cash equivalents as presented on the Statement of Assets and Liabilities | $16,773,745 | $22,977,480 | $21,332,902 |
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but isnot limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a relatively small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets* maycreate profits and losses that, in relation to the amount invested, are greater than those in other forms of investment or speculation. As discussed below, adverse price changes in a futures contract mayresult in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and maybe modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties, so the counterparties mayagree to require the posting of collateral byone* or both parties to address credit exposure.
When a trader purchases an option, there isno margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options willnot be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit doesnot satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call isnot met within a reasonable time, the broker* mayclose out the trader’s position. With respect to the Fund’s trading, the Fund (andnot* its shareholders personally) is subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
F-72
| · | Taking the current market value of its total assets and |
| · | Subtracting any liabilities |
The administrator, Global Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or4:00 p.m. (ET). The NAV for a particular trading day is released after4:15 p.m. (ET).
In determining the value of Sugar Futures Contracts, the administrator uses the ICE closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or4:00 p.m. (ET). The value of over the counter sugar interests is determined based on the value of the commodity or futures contract underlying such sugar interest, except that a fair value* maybe determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such sugar interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognizedthird*-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open sugar interests and any other income or expense accruing to the Fund but unpaid ornot received by the Fund.
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 forone or morethird parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor electednot to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, , or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including butnot limited to relative assets under management and creation order activity.
These aggregate common expenses include, but arenot limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statements of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
| Year Ended December 31, 2023 · Year Ended December 31, 2022 · Year Ended December 31, 2021 | ||||
|---|---|---|---|---|
| Recognized Related Party Transactions | $180,135 | $119,244 | $124,660 | |
| Waived Related Party Transactions | $ | - | $25,739 | $48,034 |
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would beno recovery sought for the amounts below in any future period:
| CANE | |
|---|---|
| Year Ended December 31, 2023 · $ · - | |
| Year Ended December 31, 2022 | $78,237 |
| Year Ended December 31, 2021 | $134,294 |
F-73
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value–*** Definition and Hierarchy***
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized intothree levels based on the inputs as follows:
Level1** – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts arenot applied to Level1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments doesnot entail a significant degree of judgment.
Level2** – Valuations based on quoted prices in markets that arenot active or for which all significant inputs are observable, either directly or indirectly.
Level3** – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new andnot yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values donot necessarily represent the amounts that* maybe ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values maybe materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level3.* In certain cases, the inputs used to measure fair value* may*fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions arenot readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs* maybe reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level1* valuation but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level2 or Level3) and will report such NAV in its applicable financial statements and reports.
On* December 31, 2023and2022*, in the opinion of the Trust and the Fund, the reported value of the Sugar Futures Contracts traded on the ICE fairly reflected the value of the Sugar Futures Contracts held by the Fund, andno adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level1 or Level2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
F-74
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which* maybe valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels2* or3 of the fair value hierarchy.
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) issued ASU2023-06 – Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments require an entity to disclose its accounting policy for where cash flows associated with derivative instruments and their related gains and losses are presented. The Trust and Fund already discloses the accounting policy related to the derivative gains and losses presented on the cash flow statement. The amendment was adopted early for the period ended* December 31, 2023.There isno* impact to the financial statements of the Trust or the Fund.
The FASB issued ASU2023-01, related to Leases – (Topic842). The response to concerns about applying Topic842 to related party arrangements between entities under common control. The update was adopted early for the quarter ended* March 31, 2023;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU2022-03, related to fair value measurement (Topic820) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security arenot considered part of the unit of account of the equity security and, therefore, arenot considered in measuring fair value, however they do require disclosures. The amendment was adopted for the quarter ended* June 30, 2022;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
F-75
The FASB issued ASU2021-05: “Leases (Topic842).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic842 and the lessor would’ve otherwise recognized a day-one loss. The amendment was adopted early for the quarter ended* September 30, 2021;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU2020-10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment is effective for annual periods beginning after* December 15, 2020.The amendment was adopted for the quarter ended March 31, 2021;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of* December 31, 2023* and* December 31, 2022*.
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Cash Equivalents | $13,551,433 | $ | - | $ | - | $13,551,433 |
| Liabilities: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Sugar futures contracts | $2,687,998 | $ | - | $ | - | $2,687,998 |
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Cash Equivalents | $19,907,803 | $ | - | $ | - | $19,907,803 |
| Sugar futures contracts | 911,329 | - | - | 911,329 | ||
| Total | $20,819,132 | $ | - | $ | - | $20,819,132 |
| Liabilities: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Sugar futures contracts | $85,128 | $ | - | $ | - | $85,128 |
F-76
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended* December 31, 2023and2022*, the Fund invested only in commodity futures contracts.
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with an FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts* may*reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery* may*be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASUNo. 2011-11 “Balance Sheet (Topic210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU2013-01 “Balance Sheet (Topic210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, Marex and StoneX as of* December 31, 2023and2022*. The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly doesnot* include the excess collateral pledged.
F-77
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | |||||||||
| Description · Gross Amount of Recognized Liabilities · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due from Broker* · Net Amount | |||||||||
| Commodity Price | |||||||||
| Sugar futures contracts | $2,687,998 | $ | - | $2,687,998 | $ | - | $2,687,998 | $ | - |
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | ||||||||
| Description · Gross Amount of Recognized Assets · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due to Broker · Net Amount | ||||||||
| Commodity Price | ||||||||
| Sugar futures contracts | $911,329 | $ | - | $911,329 | $85,128 | $ | - | $826,201 |
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | |||||||||
| Description · Gross Amount of Recognized Liabilities · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due from Broker* · Net Amount | |||||||||
| Commodity Price | |||||||||
| Sugar futures contracts | $85,128 | $ | - | $85,128 | $85,128 | $ | - | $ | - |
| Realized Gain on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Sugar futures contracts | $11,398,276 | $(3,514,199) |
| Realized Loss on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Sugar futures contracts | $(442,477) | $(172,519) |
| Realized Gain on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Sugar futures contracts | $6,223,228 | $(408,983) |
F-78
The average notional market value categorized by primary underlying risk for all futures contracts held was $26.5 million in2023, $27.1 million in2022, and $20.9 million in2021.
The following table presents per share performance data and other supplemental financial data for the years ended* December 31, 2023,*2022 and2021. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Per Share Operation Performance | |||
| Net asset value at beginning of period | $9.51 | $9.23 | $6.72 |
| Income (loss) from investment operations: | |||
| Investment income | 0.64 | 0.15 | 0.01 |
| Net realized and unrealized gain on commodity futures contracts | 2.69 | 0.31 | 2.65 |
| Total expenses, net | (0.41) | (0.18) | (0.15) |
| Net increase in net asset value | 2.92 | 0.28 | 2.51 |
| Net asset value at end of period | $12.44 | $9.51 | $9.23 |
| Total Return | 30.70% | 3.13% | 37.31% |
| Ratios to Average Net Assets (Annualized) | |||
| Total expenses | 3.21% | 2.12% | 2.49% |
| Total expenses, net | 3.21% | 1.84% | 1.84% |
| Net investment (gain) loss | 1.80% | (0.21)% | (1.70)% |
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund isnot obligated to reimburse these costs to the Sponsor. The Fund bears its own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees and other similar costs.
Management has evaluated the financial statements for the year-ended* December 31, 2023* for subsequent events through the date of this filing and notedno material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:
F-79
| GRANT THORNTON LLP 757 Third Ave., 9th Floor New York, NY 10017 D+1 212 599 0100 F+1 212 370 4520 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Sponsor and Shareholders of Teucrium Wheat Fund Opinion on the financial statements We have audited the accompanying statements of assets and liabilities, including the schedules of investments of Teucrium Wheat Fund, a series of Teucrium Commodity Trust (the “Fund”) as of December 31, 2023 and 2022, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosure that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Fund’s auditor since 2014. New York, New York February 29, 2024 |
|---|---|
| GT.COM | Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership. |
| December 31, 2023 | December 31, 2022 | |
|---|---|---|
| Assets | ||
| Cash and cash equivalents | $168,732,086 | $209,730,825 |
| Interest receivable | 226,748 | 92,540 |
| Other assets | 4,527 | 3,468 |
| Equity in trading accounts: | ||
| Commodity futures contracts | 2,237,493 | 3,160,732 |
| Due from broker | 17,783,729 | 48,610,031 |
| Total equity in trading accounts | 20,021,222 | 51,770,763 |
| Total assets | 188,984,583 | 261,597,596 |
| Liabilities | ||
| Payable for shares redeemed | - | 5,988,825 |
| Management fee payable to Sponsor | 160,231 | 210,795 |
| Other liabilities | 72,017 | 45,099 |
| Equity in trading accounts: | ||
| Commodity futures contracts | 4,575,666 | 26,380,838 |
| Total liabilities | 4,807,914 | 32,625,557 |
| Net assets | $184,176,669 | $228,972,039 |
| Shares outstanding | 30,800,004 | 28,675,004 |
| Shares available | * | * |
| Net asset value per share | $5.98 | $7.99 |
| Market value per share | $5.97 | $7.98 |
*On March 9, 2022, the Teucrium Wheat Fund registered an indeterminate number of shares of the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
| Percentage of | |||||
|---|---|---|---|---|---|
| Description: Assets | Yield | Cost | Fair Value | Net Assets | Shares |
| Cash equivalents | |||||
| Money market funds | |||||
| U.S. Bank Deposit Account | 5.270% | $27,315,653 | $27,315,653 | 14.83% | 27,315,653 |
| Goldman Sachs Financial Square Government Fund - Institutional Class | 5.250% | 53,500,438 | 53,500,438 | 29.05 | 53,500,438 |
| Total money market funds | $80,816,091 | $80,816,091 | 43.88% | ||
| Maturity · Percentage of · Principal | ||||||
|---|---|---|---|---|---|---|
| Date | Yield | Cost | Fair Value | Net Assets | Amount | |
| Commercial Paper | ||||||
| Albemarle Corporation | January 4, 2024 | 5.753% | $2,480,382 | $2,498,823 | 1.36% | 2,500,000 |
| Albemarle Corporation | January 8, 2024 | 5.738% | 2,476,151 | 2,497,263 | 1.36 | 2,500,000 |
| Albemarle Corporation | January 11, 2024 | 5.808% | 2,478,230 | 2,496,041 | 1.36 | 2,500,000 |
| Brookfield Infrastructure Holdings (Canada) Inc. | January 16, 2024 | 5.853% | 2,466,575 | 2,494,031 | 1.35 | 2,500,000 |
| Brookfield Infrastructure Holdings (Canada) Inc. | January 30, 2024 | 5.814% | 2,481,364 | 2,488,501 | 1.35 | 2,500,000 |
| Entergy Corporation | March 1, 2024 | 5.665% | 2,467,625 | 2,476,875 | 1.34 | 2,500,000 |
| General Motors Financial Company, Inc. | January 18, 2024 | 5.617% | 7,420,795 | 7,480,486 | 4.06 | 7,500,000 |
| General Motors Financial Company, Inc. | January 24, 2024 | 5.661% | 4,941,417 | 4,982,271 | 2.71 | 5,000,000 |
| General Motors Financial Company, Inc. | February 9, 2024 | 5.700% | 7,397,667 | 7,454,648 | 4.05 | 7,500,000 |
| Harley-Davidson Financial Services, Inc. | January 9, 2024 | 5.843% | 2,474,533 | 2,496,817 | 1.36 | 2,500,000 |
| Harley-Davidson Financial Services, Inc. | February 1, 2024 | 5.867% | 2,480,400 | 2,487,600 | 1.35 | 2,500,000 |
| Harley-Davidson Financial Services, Inc. | February 14, 2024 | 5.927% | 4,947,549 | 4,964,494 | 2.70 | 5,000,000 |
| National Fuel Gas Company | January 26, 2024 | 5.941% | 2,478,948 | 2,489,879 | 1.35 | 2,500,000 |
| Oracle Corporation | March 6, 2024 | 5.562% | 2,467,452 | 2,475,399 | 1.34 | 2,500,000 |
| Stanley Black & Decker, Inc. | January 22, 2024 | 5.807% | 4,958,042 | 4,983,375 | 2.71 | 5,000,000 |
| V.F. Corporation | January 17, 2024 | 5.674% | 4,936,679 | 4,987,645 | 2.71 | 5,000,000 |
| V.F. Corporation | January 18, 2024 | 5.606% | 2,473,646 | 2,493,507 | 1.35 | 2,500,000 |
| V.F. Corporation | January 25, 2024 | 5.910% | 4,928,362 | 4,950,783 | 2.69 | 4,970,000 |
| WGL Holdings, Inc. | January 3, 2024 | 5.793% | 2,490,896 | 2,499,208 | 1.36 | 2,500,000 |
| WGL Holdings, Inc. | January 12, 2024 | 5.849% | 2,487,222 | 2,495,608 | 1.36 | 2,500,000 |
| Walgreens Boots Alliance, Inc. | January 12, 2024 | 6.028% | 5,465,631 | 5,490,051 | 2.98 | 5,500,000 |
| Total Commercial Paper | $77,199,566 | $77,683,305 | 42.20% | |||
| Total Cash Equivalents | $158,499,396 | 86.08% | ||||
| Number of · Percentage of · Notional Amount | ||||
|---|---|---|---|---|
| Contracts | Fair Value | Net Assets | (Long Exposure) | |
| Commodity futures contracts | ||||
| United States wheat futures contracts | ||||
| CBOT wheat futures MAY24 | 2,018 | $363,500 | 0.20% | $64,525,550 |
| CBOT wheat futures JUL24 | 1,711 | 1,873,993 | 1.02 | 55,243,913 |
| Total commodity futures contracts | $2,237,493 | 1.22% | $119,769,463 | |
| Number of · Percentage of · Notional Amount | ||||
|---|---|---|---|---|
| Description: Liabilities | Contracts | Fair Value | Net Assets | (Long Exposure) |
| Commodity futures contracts | ||||
| United States wheat futures contracts | ||||
| CBOT wheat futures DEC24 | 1,924 | $4,575,666 | 2.48% | $64,357,800 |
F-82
TEUCRIUM WHEAT FUND
| Percentage of | |||||
|---|---|---|---|---|---|
| Description: Assets | Yield | Cost | Fair Value | Net Assets | Shares |
| Cash equivalents | |||||
| Money market funds | |||||
| First American Government Obligations Fund - Class X | 4.105% | $8,255,546 | $8,255,546 | 3.61% | 8,255,546 |
| Goldman Sachs Financial Square Government Fund - Institutional Class | 4.140% | 91,570,730 | 91,570,730 | 39.99 | 91,570,730 |
| Total money market funds | $99,826,276 | $99,826,276 | 43.60% | ||
| Maturity · Percentage of · Principal | ||||||
|---|---|---|---|---|---|---|
| Date | Yield | Cost | Fair Value | Net Assets | Amount | |
| Commercial Paper | ||||||
| American Electric Power Company, Inc. | January 17, 2023 | 4.565% | $4,968,750 | $4,990,000 | 2.18% | 5,000,000 |
| Brookfield Infrastructure Holdings (Canada) Inc. | January 17, 2023 | 4.742% | 7,438,744 | 7,484,443 | 3.27 | 7,500,000 |
| CNH Industrial Capital LLC | January 23, 2023 | 4.566% | 4,967,500 | 4,986,250 | 2.18 | 5,000,000 |
| CNH Industrial Capital LLC | February 13, 2023 | 4.780% | 4,949,736 | 4,971,931 | 2.17 | 5,000,000 |
| Crown Castle Inc. | January 10, 2023 | 4.877% | 2,481,000 | 2,497,000 | 1.09 | 2,500,000 |
| Crown Castle Inc. | January 12, 2023 | 4.765% | 4,979,764 | 4,992,820 | 2.18 | 5,000,000 |
| Entergy Corporation | January 4, 2023 | 4.311% | 2,481,702 | 2,499,115 | 1.09 | 2,500,000 |
| General Motors Financial Company, Inc. | January 10, 2023 | 4.276% | 2,475,149 | 2,497,369 | 1.09 | 2,500,000 |
| General Motors Financial Company, Inc. | January 18, 2023 | 4.473% | 4,945,611 | 4,989,611 | 2.18 | 5,000,000 |
| Glencore Funding LLC | January 10, 2023 | 4.506% | 9,934,607 | 9,988,895 | 4.36 | 10,000,000 |
| Glencore Funding LLC | January 13, 2023 | 4.526% | 2,979,187 | 2,995,540 | 1.31 | 3,000,000 |
| Harley-Davidson Financial Services, Inc. | January 3, 2023 | 4.721% | 2,780,470 | 2,799,277 | 1.22 | 2,800,000 |
| Harley-Davidson Financial Services, Inc. | February 2, 2023 | 5.104% | 2,479,780 | 2,488,844 | 1.09 | 2,500,000 |
| Humana Inc. | January 9, 2023 | 4.670% | 4,965,500 | 4,994,889 | 2.18 | 5,000,000 |
| Hyundai Capital America | January 10, 2023 | 4.000% | 7,427,734 | 7,492,609 | 3.27 | 7,500,000 |
| ITT Inc. | January 19, 2023 | 4.475% | 2,482,544 | 2,494,488 | 1.09 | 2,500,000 |
| Oracle Corporation | January 5, 2023 | 4.358% | 4,973,125 | 4,997,611 | 2.18 | 5,000,000 |
| Oracle Corporation | January 17, 2023 | 4.361% | 7,448,939 | 7,485,667 | 3.27 | 7,500,000 |
| V.F. Corporation | January 17, 2023 | 4.364% | 2,479,695 | 2,495,222 | 1.09 | 2,500,000 |
| V.F. Corporation | February 2, 2023 | 4.669% | 1,986,711 | 1,991,822 | 0.87 | 2,000,000 |
| VW Credit, Inc. | January 19, 2023 | 4.434% | 2,482,702 | 2,494,538 | 1.09 | 2,500,000 |
| Walgreens Boots Alliance, Inc. | February 13, 2023 | 4.842% | 2,485,094 | 2,485,756 | 1.09 | 2,500,000 |
| Walgreens Boots Alliance, Inc. | February 28, 2023 | 4.827% | 2,479,549 | 2,480,868 | 1.08 | 2,500,000 |
| Total Commercial Paper | $97,073,593 | $97,594,565 | 42.62% | |||
| Total Cash Equivalents | $197,420,841 | 86.22% | ||||
| Number of · Percentage of · Notional Amount | ||||
|---|---|---|---|---|
| Contracts | Fair Value | Net Assets | (Long Exposure) | |
| Commodity futures contracts | ||||
| United States wheat futures contracts | ||||
| CBOT wheat futures JUL23 | 1,711 | $3,160,732 | 1.38% | $68,696,650 |
| Number of · Percentage of · Notional Amount | ||||
|---|---|---|---|---|
| Description: Liabilities | Contracts | Fair Value | Net Assets | (Long Exposure) |
| Commodity futures contracts | ||||
| United States wheat futures contracts | ||||
| CBOT wheat futures MAY23 | 2,005 | $7,079,231 | 3.09% | $80,074,688 |
| CBOT wheat futures DEC23 | 1,956 | 19,301,607 | 8.43 | 80,220,450 |
| Total commodity futures contracts | $26,380,838 | 11.52% | $160,295,138 | |
F-83
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Income | |||
| Realized and unrealized gain (loss) on trading of commodity futures contracts: | |||
| Realized (loss) gain on commodity futures contracts | $(81,189,435) | $(81,457,408) | $18,418,461 |
| Net change in unrealized appreciation (depreciation) on commodity futures contracts | 20,881,933 | (26,279,809) | (2,678,459) |
| Interest income | 9,252,100 | 5,619,025 | 131,765 |
| Total (loss) income | (51,055,402) | (102,118,192) | 15,871,767 |
| Expenses | |||
| Management fees | 1,878,763 | 3,549,506 | 809,682 |
| Professional fees | 532,146 | 663,700 | 201,641 |
| Distribution and marketing fees | 2,106,344 | 2,141,826 | 662,478 |
| Custodian fees and expenses | 226,411 | 228,096 | 74,742 |
| Business permits and licenses fees | 34,453 | 49,106 | 27,591 |
| General and administrative expenses | 139,454 | 123,180 | 60,012 |
| Other expenses | - | 2,108 | - |
| Total expenses | 4,917,571 | 6,757,522 | 1,836,146 |
| Expenses waived by the Sponsor | - | (425,164) | (307,565) |
| Total expenses, net | 4,917,571 | 6,332,358 | 1,528,581 |
| Net (loss) income | $(55,972,973) | $(108,450,550) | $14,343,186 |
| Net (loss) gain per share | $(2.01) | $0.61 | $1.22 |
| Net (loss) gain per weighted average share | $(1.92) | $(2.86) | $1.20 |
| Weighted average shares outstanding | 29,084,936 | 37,882,059 | 11,913,086 |
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Operations | |||
| Net (loss) income | $(55,972,973) | $(108,450,550) | $14,343,186 |
| Capital transactions | |||
| Issuance of Shares | 96,589,613 | 896,636,750 | 26,494,978 |
| Redemption of Shares | (85,412,010) | (634,835,748) | (35,093,155) |
| Total capital transactions | 11,177,603 | 261,801,002 | (8,598,177) |
| Net change in net assets | (44,795,370) | 153,350,452 | 5,745,009 |
| Net assets, beginning of period | $228,972,039 | $75,621,587 | $69,876,578 |
| Net assets, end of period | $184,176,669 | $228,972,039 | $75,621,587 |
| Net asset value per share at beginning of period | $7.99 | $7.38 | $6.16 |
| Net asset value per share at end of period | $5.98 | $7.99 | $7.38 |
| Creation of Shares | 14,950,000 | 85,350,000 | 4,050,000 |
|---|---|---|---|
| Redemption of Shares | 12,825,000 | 66,925,000 | 5,150,000 |
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Cash flows from operating activities: | |||
| Net (loss) income | $(55,972,973) | $(108,450,550) | $14,343,186 |
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||
| Net change in unrealized depreciation (appreciation) on commodity futures contracts | (20,881,933) | 26,279,809 | 2,678,459 |
| Changes in operating assets and liabilities: | |||
| Due from broker | 30,826,302 | (48,610,031) | - |
| Interest receivable | (134,208) | (87,547) | (1,736) |
| Other assets | (1,059) | (2,498) | (970) |
| Due to broker | - | (213,708) | (2,357,395) |
| Management fee payable to Sponsor | (50,564) | 143,050 | 6,843 |
| Other liabilities | 26,918 | 40,857 | (20,509) |
| Net cash (used in) provided by operating activities | (46,187,517) | (130,900,618) | 14,647,878 |
| Cash flows from financing activities: | |||
| Proceeds from sale of Shares | 96,589,613 | 896,636,750 | 26,802,808 |
| Redemption of Shares | (91,400,835) | (628,846,923) | (37,555,795) |
| Net cash provided by (used in) financing activities | 5,188,778 | 267,789,827 | (10,752,987) |
| Net change in cash and cash equivalents | (40,998,739) | 136,889,209 | 3,894,891 |
| Cash and cash equivalents, beginning of period | 209,730,825 | 72,841,616 | 68,946,725 |
| Cash and cash equivalents, end of period | $168,732,086 | $209,730,825 | $72,841,616 |
Note1 – Organization and Operation**
Teucrium Wheat Fund (referred to herein as “WEAT” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on* September 11, 2009.*The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “WEAT,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for wheat interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of WEAT is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes in the wheat market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices forthree futures contracts for wheat (“Wheat Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
WEAT Benchmark
| CBOT Wheat Futures Contract | Weighting |
|---|---|
| Second to expire | 35% |
| Third to expire | 30% |
| December following the third to expire | 35% |
The Fund commenced investment operations on* September 19, 2011and has a fiscal year ending December 31.*The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is 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”).
On* June 13, 2011,the Fund’s initial registration of 10,000,000 shares on Form S-1 was declared effective by the SEC. On September 19, 2011,the Fund listed its shares on the NYSE Arca under the ticker symbol “WEAT.” On the business day prior to that, the Fund issued 100,000 shares in exchange for $2,500,000 at the Fund’s initial NAV of $25 per share. The Fund also commenced investment operations on September 19, 2011by purchasing commodity futures contracts traded on the CBOT. On December 31, 2010,the Fund hadfour shares outstanding, which were owned by the Sponsor. The current registration statement for WEAT was declared effective on March 9, 2022.*This registration statement for WEAT registered an indeterminate number of shares.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor,* may*terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However,no level of losses will require the Sponsor to terminate a Fund.
Note2 –Principal Contracts and Agreements**
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is1555 North Rivercenter Drive, Suite302, Milwaukee, Wisconsin53212. U.S. Bank N.A. is a Wisconsin state-chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (“Global Fund Services”) is615 E. Michigan Street, Milwaukee, WI53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative, accounting services, and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
F-87
For custody services, the Funds will pay to U.S. Bank N.A.0.0075% of average gross assets up to*$1* billion, and 0.0050% of average gross assets over*$1* billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05% of average gross assets on thefirst $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 up to $47,000 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Foreside Fund Services, LLC, ("Foreside" or the "Distributor") a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), as the Distributor for the Fund. The Distribution Services Agreement among the Distributor, the Sponsor, and the Trust calls for the Distributor to work with the Transfer Agent 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 an agreement under which certain employees and officers of the Sponsor are licensed as registered representatives of the Distributor. These persons engage in certain marketing activities for the Fund. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the combined statements of operations. A summary of these expenses is included below.
Marex Capital Markets, Inc. (“Marex”) and StoneX Financial Inc. (“StoneX”) serve as the Funds’ clearing brokers to execute and provide other brokerage-related services. Marex and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. Marex and StoneX are each clearing members of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar, and Wheat Futures Contracts Marex is paid $11.00 per round turn. StoneX is paid $2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. Additionally, if the monthly commissions paid by each Fund doesnot equal or exceed 16.5% return on the StoneX Capital Requirement at 9.6% of the Exchange Maintenance Margin, each Fund will pay a true up to meet that return at the end of each month. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses can be found below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
| Year Ended December 31, 2023 · Year Ended December 31, 2022 · Year Ended December 31, 2021 | ||||||
|---|---|---|---|---|---|---|
| Amount Recognized for Custody Services | $226,411 | $228,096 | $74,742 | |||
| Amount of Custody Services Waived | $ | - | $14,164 | $14,267 | ||
| Amount Recognized for Distribution Services | $82,223 | $102,332 | $38,391 | |||
| Amount of Distribution Services Waived | $ | - | $14,931 | $20,120 | ||
| Amount Recognized for Wilmington Trust | $1,720 | $550 | $789 | |||
| Amount of Wilmington Trust Waived | $ | - | $ | - | $ | - |
F-88
Note3 – Summary of Significant Accounting Policies**
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
The Fund qualifies as an investment company solely for accounting purposes andnot for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic946, Financial Services - Investment Companies, but isnot registered, and isnot required to be registered, as an investment company under the Investment Company Act of1940, as amended.
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. The Fund seeks to earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian and at other financial institutions at prevailing market rates for such investments.
The Sponsor invests a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and on the statements of cash flows. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
The Sponsor recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis. The below table shows the amounts included on the statements of operations as total brokerage commissions paid inclusive of unrealized loss for the years ended* December 31, 2021*,2022, and2023.
| WEAT | |
|---|---|
| Year Ended December 31, 2023 | $105,792 |
| Year Ended December 31, 2022 | $387,999 |
| Year Ended December 31, 2021 | $47,448 |
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section7704(d) of the Internal Revenue Code of1986, as amended. Qualifying income is defined as generally 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 of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities 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 Fund expects that at least90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund doesnot record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
The Fund is required to determine whether a tax position is more likely thannot to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction and* mayfile income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2021 to2023*, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater thanfifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it hasnot incurred any liability for unrecognized tax benefits as of and for the years ended* December 31, 2023*,2022, and2021. However, the Fund’s conclusions regarding this policy* maybe subject to review and adjustment at a later date based on factors including, butnot* limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
F-89
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended* December 31, 2023*,2022, and2021.
The Fund* maybe subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may*include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
Authorized Purchasers* maypurchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of4:00* p.m. (ET) on the day the order to create the basket is properly received.
Authorized Purchasers* mayredeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of4:00* p.m. (ET) on the day the order to redeem the basket is properly received.
The Fund receives or pays the proceeds from shares sold or redeemed withinthree business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as capital shares receivable. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing,50,000 shares representtwo Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can beno more redemptions by an Authorized Purchaser.
Cash equivalents are highly liquid investments with original maturity dates of90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Trust holds a balance in money market funds that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which are classified as cash andnot as cash equivalents. Assets deposited with the bank* may,at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of90* days or less, which is classified as a cash equivalent and isnot FDIC insured. The Sponsor* mayinvest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and isnot* FDIC insured.
| As of December 31, 2023 | As of December 31, 2022 | As of December 31, 2021 | |
|---|---|---|---|
| Money Market Funds | $80,816,091 | $99,826,276 | $5,284,993 |
| Demand Deposit Savings Accounts | 10,232,690 | 12,309,984 | 30,064,031 |
| Commercial Paper | 77,683,305 | 97,594,565 | 37,492,592 |
| Total cash and cash equivalents as presented on the Statement of Assets and Liabilities | $168,732,086 | $209,730,825 | $72,841,616 |
F-90
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but isnot limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions and payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a relatively small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets* maycreate profits and losses that, in relation to the amount invested, are greater than those in other forms of investment or speculation. As discussed below, adverse price changes in a futures contract mayresult in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and maybe modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties mayagree to require the posting of collateral byone* or both parties to address credit exposure.
When a trader purchases an option, there isno margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options willnot be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit doesnot satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call isnot met within a reasonable time, the broker* mayclose out the trader’s position. With respect to the Fund’s trading, the Fund (andnot* its shareholders personally) is subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
| · | Taking the current market value of its total assets and |
| · | Subtracting any liabilities |
The administrator, Global Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or4:00 p.m. (ET). The NAV for a particular trading day is released after4:15 p.m. (ET).
F-91
In determining the value of Wheat Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or4:00 p.m. (ET). The value of over the counter wheat interests is determined based on the value of the commodity or futures contract underlying such wheat interest, except that a fair value* maybe determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such wheat interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognizedthird*-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open wheat interests and any other income or expense accruing to the Fund but unpaid ornot received by the Fund.
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 forone or morethird parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor electednot to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, , or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including butnot limited to relative assets under management and creation order activity.
These aggregate common expenses include, but arenot limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statements of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
| Year Ended December 31, 2023 · Year Ended December 31, 2022 · Year Ended December 31, 2021 | ||||
|---|---|---|---|---|
| Recognized Related Party Transactions | $1,401,169 | $1,388,272 | $478,989 | |
| Waived Related Party Transactions | $ | - | $224,587 | $134,898 |
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would beno recovery sought for the amounts below in any future period:
| WEAT | |
|---|---|
| Year Ended December 31, 2023 · $ · - | |
| Year Ended December 31, 2022 | $425,164 |
| Year Ended December 31, 2021 | $307,565 |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
F-92
Fair Value–- Definition and Hierarchy
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized intothree levels based on the inputs as follows:
Level1**–- Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts arenot applied to Level1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments doesnot entail a significant degree of judgment.
Level2**–- Valuations based on quoted prices in markets that arenot active or for which all significant inputs are observable, either directly or indirectly.
Level3**–- Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new andnot yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values donot necessarily represent the amounts that* maybe ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values maybe materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level3.* In certain cases, the inputs used to measure fair value* may*fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions arenot readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs* maybe reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level1* valuation but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level2 or Level3) and will report such NAV in its applicable financial statements and reports.
On* December 31, 2023and2022*, in the opinion of the Trust and the Fund, the reported value of the Wheat Futures Contracts traded on the CBOT fairly reflected the value of the Wheat Futures Contracts held by the Fund, andno adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level1 or Level2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the years being reported.
For the years ended* December 31, 2023and2022* the Fund didnot have any significant transfers between any of the levels of the fair value hierarchy.
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which* maybe valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels2* or3 of the fair value hierarchy.
F-93
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) issued ASU2023-06 – Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments require an entity to disclose its accounting policy for where cash flows associated with derivative instruments and their related gains and losses are presented. The Trust and Fund already discloses the accounting policy related to the derivative gains and losses presented on the cash flow statement. The amendment was adopted early for the period ended* December 31, 2023.There isno* impact to the financial statements of the Trust or the Fund.
The FASB issued ASU2023-01, related to Leases – (Topic842). The response to concerns about applying Topic842 to related party arrangements between entities under common control. The update was adopted early for the quarter ended* March 31, 2023;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU2022-03, related to fair value measurement (Topic820) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security arenot considered part of the unit of account of the equity security and, therefore, arenot considered in measuring fair value, however they do require disclosures. The amendment was adopted for the quarter ended* June 30, 2022;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
F-94
The FASB issued ASU2021-05: “Leases (Topic842).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic842 and the lessor would’ve otherwise recognized a day-one loss. The amendment was adopted early for the quarter ended* September 30, 2021;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU2020-10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment is effective for annual periods beginning after* December 15, 2020.The amendment was adopted for the quarter ended March 31, 2021;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
Note4**–- Fair Value Measurements
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of* December 31, 2023* and* December 31, 2022*:
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Cash Equivalents | $158,499,396 | $ | - | $ | - | $158,499,396 |
| Wheat futures contracts | 2,237,493 | - | - | 2,237,493 | ||
| Total | $160,736,889 | $ | - | $ | - | $160,736,889 |
| Liabilities: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Wheat futures contracts | $4,575,666 | $ | - | $ | - | $4,575,666 |
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Cash Equivalents | $197,420,841 | $ | - | $ | - | $197,420,841 |
| Wheat futures contracts | 3,160,732 | - | - | 3,160,732 | ||
| Total | $200,581,573 | $ | - | $ | - | $200,581,573 |
| Liabilities: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Wheat futures contracts | $26,380,838 | $ | - | $ | - | $26,380,838 |
For the years ended* December 31, 2023and2022*, the Funds didnot have any significant transfers between any of the levels of the fair value hierarchy.
F-95
See theFair Value–- Definition and Hierarchy section in Note3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
Note5**–- Derivative Instruments and Hedging Activities
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended* December 31, 2023and2022*, the Fund invested only in commodity futures contracts.
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with an FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts* may*reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery* may*be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASUNo. 2011-11 “Balance Sheet (Topic210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU2013-01 “Balance Sheet (Topic210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCMs, Marex and StoneX as of* December 31, 2023and2022*. The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly doesnot* include the excess collateral pledged.
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | |||||||||
| Description · Gross Amount of Recognized Assets · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due to Broker · Net Amount | |||||||||
| Commodity Price | |||||||||
| Wheat futures contracts | $2,237,493 | $ | - | $2,237,493 | $2,237,493 | $ | - | $ | - |
F-96
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | ||||||||
| Description · Gross Amount of Recognized Liabilities · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due from Broker* · Net Amount | ||||||||
| Commodity Price | ||||||||
| Wheat futures contracts | $4,575,666 | $ | - | $4,575,666 | $2,237,493 | $2,338,173 | $ | - |
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | |||||||||
| Description · Gross Amount of Recognized Assets · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due to Broker · Net Amount | |||||||||
| Commodity Price | |||||||||
| Wheat futures contracts | $3,160,732 | $ | - | $3,160,732 | $3,160,732 | $ | - | $ | - |
| (i) · (ii) · (iii) = (i-ii) · (iv) · (v) = (iii)-(iv) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Gross Amount Not Offset in the Statement of Assets and Liabilities | ||||||||
| Description · Gross Amount of Recognized Liabilities · Gross Amount Offset in the Statement of Assets and Liabilities · Net Amount Presented in the Statement of Assets and Liabilities · Futures Contracts Available for Offset · Collateral, Due from Broker* · Net Amount | ||||||||
| Commodity Price | ||||||||
| Wheat futures contracts | $26,380,838 | $ | - | $26,380,838 | $3,160,732 | $23,220,106 | $ | - |
| Realized Loss on Commodity Futures Contracts | Net Change in Unrealized Appreciation on Commodity Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Wheat futures contracts | $(81,189,435) | $20,881,933 |
| Realized Loss on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Wheat futures contracts | $(81,457,408) | $(26,279,809) |
| Realized Gain on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |
|---|---|---|
| Commodity Price | ||
| Wheat futures contracts | $18,418,461 | $(2,678,459) |
F-97
The average notional market value categorized by primary underlying risk for all futures contracts held was $183.4 million in2023, $345.8 million in2022, and $80.9 million in2021.
Note6**–- Financial Highlights
The following table presents per share performance data and other supplemental financial data for the years ended* December 31, 2023,*2022 and2021. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Per Share Operation Performance | |||
| Net asset value at beginning of period | $7.99 | $7.38 | $6.16 |
| Income (loss) from investment operations: | |||
| Investment income | 0.32 | 0.15 | 0.01 |
| Net realized and unrealized (loss) gain on commodity futures contracts | (2.16) | 0.63 | 1.34 |
| Total expenses, net | (0.17) | (0.17) | (0.13) |
| Net (decrease) increase in net asset value | (2.01) | 0.61 | 1.22 |
| Net asset value at end of period | $5.98 | $7.99 | $7.38 |
| Total Return | (25.11)% | 8.23% | 19.84% |
| Ratios to Average Net Assets (Annualized) | |||
| Total expenses | 2.62% | 1.90% | 2.27% |
| Total expenses, net | 2.62% | 1.78% | 1.89% |
| Net investment gain (loss) | 2.31% | (0.20)% | (1.73)% |
Note7**–- Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund isnot obligated to reimburse these costs to the Sponsor. The Fund bears its own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees and other similar costs.
Note8**–- Subsequent Events
Management has evaluated the financial statements for the year-ended* December 31, 2023* for subsequent events through the date of this filing and notedno material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:
F-98
| GRANT THORNTON LLP 757 Third Ave., 9th Floor New York, NY 10017 D+1 212 599 0100 F+1 212 370 4520 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Sponsor and Shareholders of Teucrium Agricultural Fund Opinion on the financial statements We have audited the accompanying statements of assets and liabilities, including the schedules of investments of Teucrium Agricultural Fund, a series of Teucrium Commodity Trust (the “Fund”) as of December 31, 2023 and 2022, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Fund’s auditor since 2014. New York, New York February 29, 2024 |
|---|---|
| GT.COM | Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership. |
| December 31, 2023 | December 31, 2022 | |
|---|---|---|
| Assets | ||
| Cash equivalents | $11,208 | $4,716 |
| Interest receivable | 55 | 32 |
| Other assets | - | 622 |
| Equity in trading accounts: | ||
| Investments in securities, at fair value (cost: $19,469,359 and $39,425,287 as of December 31, 2023 and December 31, 2022 respectively) | 18,401,900 | 39,572,698 |
| Total assets | 18,413,163 | 39,578,068 |
| Liabilities | ||
| Other liabilities | 4,037 | 2,823 |
| Net assets | $18,409,126 | $39,575,245 |
| Shares outstanding | 625,002 | 1,262,502 |
| Shares authorized | * | * |
| Net asset value per share | $29.45 | $31.35 |
| Market value per share | $29.41 | $31.32 |
*On April 7, 2022, the Teucrium Agricultural Fund registered an indeterminate number of shares of the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
| Percentage of | |||||
|---|---|---|---|---|---|
| Description: Assets | Yield | Cost | Fair Value | Net Assets | Shares |
| Exchange-traded funds | |||||
| Teucrium Corn Fund | $4,567,949 | 24.81% | 211,348 | ||
| Teucrium Soybean Fund | 4,546,758 | 24.70 | 168,219 | ||
| Teucrium Sugar Fund | 4,624,253 | 25.12 | 371,871 | ||
| Teucrium Wheat Fund | 4,662,940 | 25.33 | 779,782 | ||
| Total exchange-traded funds | $19,469,359 | $18,401,900 | 99.96% | ||
| Cash equivalents | |||||
| Money market funds | |||||
| U.S. Bank Deposit Account | 5.270% | $11,208 | $11,208 | 0.06% | 11,208 |
F-101
TEUCRIUM AGRICULTURAL FUND
| Percentage of | |||||
|---|---|---|---|---|---|
| Description: Assets | Yield | Cost | Fair Value | Net Assets | Shares |
| Exchange-traded funds | |||||
| Teucrium Corn Fund | $9,885,980 | 24.97% | 367,555 | ||
| Teucrium Soybean Fund | 9,921,042 | 25.07 | 348,075 | ||
| Teucrium Sugar Fund | 9,745,653 | 24.63 | 1,024,284 | ||
| Teucrium Wheat Fund | 10,020,023 | 25.32 | 1,254,840 | ||
| Total exchange-traded funds | $39,425,287 | $39,572,698 | 99.99% | ||
| Cash equivalents | |||||
| Money market funds | |||||
| First American Government Obligations Fund - Class X | 4.105% | $4,716 | $4,716 | 0.01% | 4,716 |
F-102
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Income | |||
| Realized and unrealized gain (loss) on trading of securities: | |||
| Realized (loss) gain on securities | $(96,992) | $182,252 | $24,928 |
| Net change in unrealized (depreciation) appreciation on securities | (1,214,870) | (1,231,110) | 1,383,158 |
| Interest income | 590 | 432 | 18 |
| Total (loss) income | (1,311,272) | (1,048,426) | 1,408,104 |
| Expenses | |||
| Professional fees | 217,608 | 79,712 | 22,383 |
| Distribution and marketing fees | 190,696 | 187,385 | 69,107 |
| Custodian fees and expenses | 23,747 | 19,180 | 7,579 |
| Business permits and licenses fees | 14,109 | 13,601 | 14,935 |
| General and administrative expenses | 18,990 | 13,821 | 4,899 |
| Other expenses | 8 | 39 | 9 |
| Total expenses | 465,158 | 313,738 | 118,912 |
| Expenses waived by the Sponsor | (440,191) | (262,928) | (105,722) |
| Total expenses, net | 24,967 | 50,810 | 13,190 |
| Net (loss) income | $(1,336,239) | $(1,099,236) | $1,394,914 |
| Net (loss) gain per share | $(1.90) | $4.34 | $5.89 |
| Net (loss) gain per weighted average share | $(1.49) | $(0.92) | $4.60 |
| Weighted average shares outstanding | 897,742 | 1,189,659 | 303,324 |
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Operations | |||
| Net (loss) income | $(1,336,239) | $(1,099,236) | $1,394,914 |
| Capital transactions | |||
| Issuance of Shares | - | 45,566,391 | 13,467,624 |
| Redemption of Shares | (19,829,880) | (19,071,565) | (2,267,271) |
| Total capital transactions | (19,829,880) | 26,494,826 | 11,200,353 |
| Net change in net assets | (21,166,119) | 25,395,590 | 12,595,267 |
| Net assets, beginning of period | $39,575,245 | $14,179,655 | $1,584,388 |
| Net assets, end of period | $18,409,126 | $39,575,245 | $14,179,655 |
| Net asset value per share at beginning of period | $31.35 | $27.01 | $21.12 |
| Net asset value per share at end of period | $29.45 | $31.35 | $27.01 |
| Creation of Shares | - | 1,362,500 | 537,500 |
|---|---|---|---|
| Redemption of Shares | 637,500 | 625,000 | 87,500 |
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Cash flows from operating activities: | |||
| Net (loss) income | $(1,336,239) | $(1,099,236) | $1,394,914 |
| Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||
| Net change in unrealized depreciation (appreciation) on securities | 1,214,870 | 1,231,110 | (1,383,158) |
| Changes in operating assets and liabilities: | |||
| Net sale (purchase) of investments in securities | 19,955,928 | (26,625,789) | (11,212,599) |
| Interest receivable | (23) | (29) | (3) |
| Other assets | 622 | (592) | (29) |
| Other liabilities | 1,214 | (375) | 2,537 |
| Net cash provided by (used in) operating activities | 19,836,372 | (26,494,911) | (11,198,338) |
| Cash flows from financing activities: | |||
| Proceeds from sale of Shares | - | 45,566,391 | 13,467,624 |
| Redemption of Shares | (19,829,880) | (19,071,565) | (2,267,271) |
| Net cash (used in) provided by financing activities | (19,829,880) | 26,494,826 | 11,200,353 |
| Net change in cash equivalents | 6,492 | (85) | 2,015 |
| Cash equivalents, beginning of period | 4,716 | 4,801 | 2,786 |
| Cash equivalents, end of period | $11,208 | $4,716 | $4,801 |
Teucrium Agricultural Fund (referred to herein as “TAGS” or the “Fund”) is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on* September 11, 2009.The Fund operates pursuant to the Trust’s Fifth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The Fund was formed on March 29, 2011and is managed and controlled by Teucrium Trading, LLC (the “Sponsor”). The Sponsor is 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”).
On* April 22, 2011,a registration statement was filed with the Securities and Exchange Commission (“SEC”). On February 10, 2012,the Fund’s initial registration of 5,000,000 shares on Form S-1 was declared effective by the SEC. On March 28, 2012,the Fund listed its shares on the NYSE Arca under the ticker symbol “TAGS.” On the business day prior to that, the Fund issued 300,000 shares in exchange for $15,000,000 at the Fund’s initial NAV of $50 per share. The Fund also commenced investment operations on March 28, 2012by purchasing shares of the Underlying Funds. On December 31, 2011,the Fund hadtwo shares outstanding, which were owned by the Sponsor. The current registration statement for TAGS was declared effective on April 7, 2022.*This registration statement for TAGS registered an indeterminate number of shares.
The investment objective of the TAGS is to have the daily changes in percentage terms of the NAV of its Shares reflect the daily changes in percentage terms of a weighted average (the “Underlying Fund Average”) of the NAVs per share offour other commodity pools that are series of the Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund:
TAGS Benchmark
| Underlying Fund | Weighting |
|---|---|
| CORN | 25% |
| SOYB | 25% |
| CANE | 25% |
| WEAT | 25% |
The 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. (This weighted average is referred to herein as the Underlying Fund’s “Benchmark,” the Futures Contracts that at any given time make up an Underlying Fund’s Benchmark are referred to herein as the Underlying Fund’s “Benchmark Component Futures Contracts,” and the commodity specified in the Underlying Fund’s name is referred to herein as its “Specified Commodity.”) Specifically, the Teucrium Corn Fund’s Benchmark is: (1) thesecond to expire Futures Contract for corn traded on the Chicago Board of Trade (“CBOT”), weighted 35%, (2) thethird to expire CBOT corn Futures Contract, weighted 30%, and (3) the CBOT corn Futures Contract expiring in the* Decemberfollowing the expiration month of thethird* to expire contract, weighted 35%. The Teucrium Wheat Fund’s Benchmark is: (1) thesecond to expire CBOT wheat Futures Contract, weighted 35%, (2) thethird to expire CBOT wheat Futures Contract, weighted 30%, and (3) the CBOT wheat Futures Contract expiring in the* Decemberfollowing the expiration month of thethird* to expire contract, weighted 35%. The Teucrium Soybean Fund’s Benchmark is: (1) thesecond to expire CBOT soybean Futures Contract, weighted 35%, (2) thethird to expire CBOT soybean Futures Contract, weighted 30%, and (3) the CBOT soybean Futures Contract expiring in the* Novemberfollowing the expiration month of thethird* to expire contract, weighted 35%, except that CBOT soybean Futures Contracts expiring in* Augustand Septemberwillnot* 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) thesecond to expire SugarNo. 11 Futures Contract traded on ICE Futures US (“ICE Futures”), weighted 35%, (2) thethird to expire ICE Futures SugarNo. 11 Futures Contract, weighted 30%, and (3) the ICE Futures SugarNo. 11 Futures Contract expiring in the* Marchfollowing the expiration month of thethird* to expire contract, weighted 35%.
F-106
While the Fund expects to maintain substantially all of its assets in shares of the Underlying Funds at all times, the Fund* may*hold some residual amount of assets in obligations of the United States government (“Treasury Securities”) or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts). The Underlying Funds invest in Commodity Interests to the fullest extent possible without being leveraged or unable to satisfy their expected current or potential margin or collateral obligations with respect to their investments in Commodity Interests. After fulfilling such margin and collateral requirements, the Underlying Funds will invest the remainder of the proceeds from the sale of baskets in Treasury Securities or cash equivalents, and/or merely hold such assets in cash. Therefore, the focus of the Sponsor in managing the Underlying Funds is investing in Commodity Interests, in Treasury Securities, and cash and cash equivalents. The Fund and the Underlying Funds will seek to earn interest income from the Treasury Securities and cash equivalents that it purchases and on the cash it holds through the Fund’s custodian and other financial institutions.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor,* may*terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However,no level of losses will require the Sponsor to terminate a Fund.
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is1555 North Rivercenter Drive, Suite302, Milwaukee, Wisconsin53212. U.S. Bank N.A. is a Wisconsin state-chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (“Global Fund Services”) is615 E. Michigan Street, Milwaukee, WI53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative, accounting services, and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
For custody services, the Funds will pay to U.S. Bank N.A.0.0075% of average gross assets up to*$1* billion, and 0.0050% of average gross assets over*$1* billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05% of average gross assets on thefirst $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 up to $47,000 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Foreside Fund Services, LLC, ("Foreside" or the "Distributor") a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), as the Distributor for the Fund. The Distribution Services Agreement among the Distributor, the Sponsor, and the Trust calls for the Distributor to work with the Transfer Agent 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 an agreement under which certain employees and officers of the Sponsor are licensed as registered representatives of the Distributor. These persons engage in certain marketing activities for the Fund. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the combined statements of operations. A summary of these expenses is included below.
Marex Capital Markets, Inc. (“Marex”) and StoneX Financial Inc. (“StoneX”) serve as the Funds’ clearing brokers to execute and provide other brokerage-related services. Marex and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. Marex and StoneX are each clearing members of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar, and Wheat Futures Contracts Marex is paid $11.00 per round turn. StoneX is paid $2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. Additionally, if the monthly commissions paid by each Fund doesnot equal or exceed 16.5% return on the StoneX Capital Requirement at 9.6% of the Exchange Maintenance Margin, each Fund will pay a true up to meet that return at the end of each month. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses is included in the disclosure of the Underlying Funds.
F-107
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
| Year Ended December 31, 2023 · Year Ended December 31, 2022 · Year Ended December 31, 2021 | ||||
|---|---|---|---|---|
| Amount Recognized for Custody Services | $23,747 | $19,180 | $7,579 | |
| Amount of Custody Services Waived | $20,690 | $19,180 | $7,199 | |
| Amount Recognized for Distribution Services | $8,177 | $9,264 | $3,860 | |
| Amount of Distribution Services Waived | $8,177 | $9,264 | $3,702 | |
| Amount Recognized for Wilmington Trust | $145 | $550 | $108 | |
| Amount of Wilmington Trust Waived | $145 | $ | - | $108 |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
The Fund qualifies as an investment company solely for accounting purposes andnot for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic946, Financial Services - Investment Companies, but isnot registered, and isnot required to be registered, as an investment company under the Investment Company Act of1940, as amended.
Investment transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of assets and liabilities as the difference between the original amount and the fair market value as of the last business day of the year or as of the last date of the financial statements.
Brokerage commissions are accrued on the trade date and on a full-turn basis.
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section7704(d) of the Internal Revenue Code of1986, as amended. Qualifying income is defined as generally 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 of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities 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 Fund expects that at least90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund doesnot record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
F-108
The Fund is required to determine whether a tax position is more likely thannot to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction and* mayfile income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2021 to2023*, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater thanfifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it hasnot incurred any liability for unrecognized tax benefits as of and for the years ended* December 31, 2023*,2022, and2021. However, the Fund’s conclusions regarding this policy* maybe subject to review and adjustment at a later date based on factors including, butnot* limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended* December 31, 2023*,2022, and2021.
The Fund* maybe subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may*include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
Authorized Purchasers* maypurchase Creation Baskets consisting of 12,500 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of4:00* p.m. (ET) on the day the order to create the basket is properly received.
Authorized Purchasers* mayredeem shares from the Fund only in blocks of 12,500 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of4:00* p.m. (ET) on the day the order to redeem the basket is properly received.
The Fund will receive the proceeds from shares sold or will pay for redeemed shares withinthree business days after the trade date of the purchase or redemption, respectively. The amounts due from Authorized Purchasers will be reflected in the Fund’s statements of assets and liabilities as capital shares receivable. Amounts payable to Authorized Purchasers upon redemption will be reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing,50,000 shares represent four Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can beno more redemptions by an Authorized Purchaser.
Cash equivalents are highly liquid investments with original maturity dates of90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. The Fund has these balances of its cash equivalents on deposit with banks. Assets deposited with the bank* may,at times, exceed federally insured limits. TAGS had a balance of $11,208 and $4,716 in money market funds at December 31, 2023* and* December 31, 2022*, respectively; these balances are included in cash equivalents on the statements of assets and liabilities.
Payable/Receivable for Securities Purchased/Sold
Due from/to broker for investments in securities are securities transactions pending settlement. The Fund is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Fund monitors the financial condition of such brokers and doesnot anticipate any losses from these counterparties.
F-109
| · | Taking the current market value of its total assets and |
| · | Subtracting any liabilities |
The administrator, Global Fund Services, will calculate the NAV of the Fund once each trading day. It will calculate the NAV as of the earlier of the close of the New York Stock Exchange or4:00 p.m. (ET). The NAV for a particular trading day will be released after4:15 p.m. (ET).
For purposes of the determining the Fund’s NAV, the Fund’s investments in the Underlying Funds will be valued based on the Underlying Funds’ NAVs. In turn, in determining the value of the Futures Contracts held by the Underlying Funds, the Administrator will use the closing price on the exchange on which they are traded. The Administrator will determine the value of all other Fund and Underlying Fund investments as of the earlier of the close of the New York Stock Exchange or4:00 p.m. (ET), 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* maybe determined if the Sponsor believes that the Underlying Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of an Underlying Fund where necessary to reflect the “fair value” of a Futures Contract held by an Underlying Fund when a Futures Contract held by an Underlying Fund closes at its price fluctuation limit for the day. Treasury Securities held by the Fund or Underlying Funds will be valued by the Administrator using values received from recognizedthird*-party vendors (such as Reuters) and dealer quotes. NAV will include any unrealized profit or loss on open Commodity Interests and any other credit or debit accruing to the Fund but unpaid ornot received by the Fund.
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 forone or morethird parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor electednot to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including butnot limited to relative assets under management and creation order activity.
These aggregate common expenses include, but arenot limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statements of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
| Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2021 | |
|---|---|---|---|
| Recognized Related Party Transactions | $139,022 | $125,972 | $51,117 |
| Waived Related Party Transactions | $70,069 | $86,496 | $46,063 |
F-110
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would beno recovery sought for the amounts below in any future period:
| TAGS | |
|---|---|
| Year Ended December 31, 2023 | $440,191 |
| Year Ended December 31, 2022 | $262,928 |
| Year Ended December 31, 2021 | $105,722 |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) issued ASU2023-06 – Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments require an entity to disclose its accounting policy for where cash flows associated with derivative instruments and their related gains and losses are presented. The Trust and Fund already discloses the accounting policy related to the derivative gains and losses presented on the cash flow statement. The amendment was adopted early for the period ended* December 31, 2023.There isno* impact to the financial statements of the Trust or the Fund.
The FASB issued ASU2023-01, related to Leases – (Topic842). The response to concerns about applying Topic842 to related party arrangements between entities under common control. The update was adopted early for the quarter ended* March 31, 2023;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU2022-03, related to fair value measurement (Topic820) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security arenot considered part of the unit of account of the equity security and, therefore, arenot considered in measuring fair value, however they do require disclosures. The amendment was adopted for the quarter ended* June 30, 2022;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
F-111
The FASB issued ASU2021-05: “Leases (Topic842).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic842 and the lessor would’ve otherwise recognized a day-one loss. The amendment was adopted early for the quarter ended* September 30, 2021;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU2020-10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment is effective for annual periods beginning after* December 15, 2020.The amendment was adopted for the quarter ended March 31, 2021;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized intothree levels based on the inputs as follows:
Level1** - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts arenot applied to Level1 financial instruments of the Underlying Funds and securities of the Fund, together the “financial instruments”. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments doesnot entail a significant degree of judgment.
F-112
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new andnot yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values donot necessarily represent the amounts that* maybe ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values maybe materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level3.* In certain cases, the inputs used to measure fair value* may*fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions arenot readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs* maybe reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level1* valuation but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level2 or Level3) and will report such NAV in its applicable financial statements and reports.
The determination is made as of the settlement of the underlying futures contracts on the last day of trading for the reporting period. In making the determination of a Level1 or Level2 transfer, the Fund considers the average volume of the underlying futures contracts traded on the relevant exchange for the years being reported.
Investments in the financial instruments of the Underlying Funds are freely tradable and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Funds.
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of* December 31, 2023* and* December 31, 2022*:
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Exchange Traded Funds | $18,401,900 | $ | - | $ | - | $18,401,900 |
| Cash Equivalents | 11,208 | - | - | 11,208 | ||
| Total | $18,413,108 | $ | - | $ | - | $18,413,108 |
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Exchange Traded Funds | $39,572,698 | $ | - | $ | - | $39,572,698 |
| Cash Equivalents | 4,716 | - | - | 4,716 | ||
| Total | $39,577,414 | $ | - | $ | - | $39,577,414 |
F-113
For the years ended* December 31, 2023* and* December 31, 2022*, the Fund didnot have any transfers between any of the level of the fair value hierarchy.
Note5 - Financial Highlights**
The following table presents per share performance data and other supplemental financial data for the years ended* December 31, 2023*,2022, and2021. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |
| Per Share Operation Performance | |||
| Net asset value at beginning of period | $31.35 | $27.01 | $21.12 |
| Income (loss) from investment operations: | |||
| Net realized and unrealized (loss) gain on investment transactions | (1.87) | 4.38 | 5.93 |
| Total expenses, net | (0.03) | (0.04) | (0.04) |
| Net (decrease) increase in net asset value | (1.90) | 4.34 | 5.89 |
| Net asset value at end of period | $29.45 | $31.35 | $27.01 |
| Total Return | (6.04)% | 16.06% | 27.85% |
| Ratios to Average Net Assets (Annualized) | |||
| Total expenses | 1.68% | 0.84% | 1.54% |
| Total expenses, net | 0.09% | 0.14% | 0.17% |
| Net investment loss | (0.09)% | (0.13)% | (0.17)% |
Note6 - Organizational and Offering Costs**
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund isnot obligated to reimburse these costs to the Sponsor. The Fund bears its own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees and other similar costs.
Note7 - Subsequent Events**
Management has evaluated the financial statements for the year-ended* December 31, 2023* for subsequent events through the date of this filing and notedno material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:
F-114
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.