As filed with the Securities and Exchange
Commission on April 12, 2013
Registration No. 333-173691
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Teucrium Commodity Trust
(Registrant)
Delaware
(State or other jurisdiction of incorporation
or organization)
6799
(Primary Standard Industrial Classification
Code Number)
45-0602467
(I.R.S. Employer Identification No.)
c/o Teucrium Trading, LLC
232 Hidden Lake Road
Building A
Brattleboro, Vermont 05301
Phone: (802) 257-1617
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
Dale Riker
Chief Executive Officer
Teucrium Trading, LLC
232 Hidden Lake Road
Building A
Brattleboro, Vermont 05301
Phone: (802) 257-1617
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Mary T. Payne, Esq.
Reed Smith LLP
1301 K Street, N.W.
Suite 1100, East Tower
Washington, DC 20005-3317
Approximate date of commencement of proposed
sale to the public: As soon as practicable after the effective date of this Registration Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box.
x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering.
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If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company under Rule 12b-2 of
the Securities Exchange Act of 1934. (Check one):
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Large accelerated filer
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Accelerated filer
x
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Non-accelerated filer
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Smaller reporting company
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The registrant hereby amends this
Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities
and Commission, acting pursuant to said Section 8(a), may determine.
PROSPECTUS
Teucrium Agricultural Fund
5,000,000 Shares
Teucrium Agricultural Fund (the “Fund”
or “Us” or “We”) is a commodity pool that is a series of the Teucrium Commodity Trust (“Trust”),
a Delaware statutory trust. The Fund issues common units representing fractional undivided beneficial interests in the Fund,
called “Shares.” The Fund continuously offers creation baskets consisting of 25,000 Shares (“Creation Baskets”)
at their net asset value (“NAV”) to “Authorized Purchasers” (as defined below). Authorized Purchasers,
in turn, may offer to the public Shares of any baskets they create. Authorized Purchasers sell such Shares, which are listed
on the NYSE Arca exchange (“NYSE Arca”), to the public at per-Share offering prices that are expected to reflect, among
other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased
the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the
time of sale, and the liquidity of the markets for agricultural commodity interests. The prices of Shares offered by Authorized
Purchasers are expected to fall between the Fund’s NAV and the trading price of the Shares on the NYSE Arca at the time of
sale. The Fund’s Shares may trade in the secondary market at prices that are lower or higher than their NAV per Share.
Fund Shares are listed on the NYSE Arca under the symbol “TAGS.”
The Fund’s sponsor is Teucrium Trading,
LLC (the “Sponsor”). The investment objective of the Fund is to have the daily changes in percentage terms of
the Fund’s NAV per Share reflect the daily changes in percentage terms of a weighted average of the NAVs per share of four
commodity pools sponsored by the Sponsor that track benchmarks of futures contracts relating to corn, wheat, soybeans and sugar,
respectively.
This is a best efforts offering; the Distributor,
Foreside Fund Services, LLC (the “Distributor”), is not required to sell any specific number or dollar amount
of Shares, but will use its best efforts to sell Shares. An Authorized Purchaser is under no obligation to purchase Shares.
This is intended to be a continuous offering that will terminate on March 26, 2014, unless suspended or terminated at any earlier
time for certain reasons specified in this prospectus or unless extended as permitted under the rules under the Securities Act
of 1933. See “Prospectus Summary – The Shares” and “Creation and Redemption of Shares –
Rejection of Purchase Orders” below.
Investing in the Fund involves significant
risks. See “What Are the Risk Factors Involved with an Investment in the Fund?” beginning on page 16. The
Fund is not a mutual fund registered under the Investment Company Act of 1940 and is not subject to regulation under such Act.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
(“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS,
OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE COMMODITY FUTURES TRADING COMMISSION
HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS
DISCLOSURE DOCUMENT.
This prospectus is in two parts: a disclosure
document and a statement of additional information. These parts are bound together, and both contain important information.
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Per share
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Per Basket
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Price of the Shares
1
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$
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44.40
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$
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1,110,000
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1. Based on closing net asset value on April 4, 2013. The price
may vary based on net asset value in effect on a particular day.
The date of this prospectus April 30, 2013
COMMODITY FUTURES TRADING COMMISSION
RISK DISCLOSURE STATEMENT
YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR
FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST
TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF
THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR
ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.
FURTHER, COMMODITY POOLS MAY BE SUBJECT
TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT
TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT
CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 67 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY
TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 11.
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL
THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE
TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL
RISK FACTORS OF THIS INVESTMENT, AT PAGE 16.
YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY
POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING
MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION
TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF
THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.
SWAPS TRANSACTIONS, LIKE OTHER FINANCIAL
TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. THE SPECIFIC RISKS PRESENTED BY A PARTICULAR SWAP TRANSACTION NECESSARILY
DEPEND UPON THE TERMS OF THE TRANSACTION AND YOUR CIRCUMSTANCES. IN GENERAL, HOWEVER, ALL SWAPS TRANSACTIONS INVOLVE SOME COMBINATION
OF MARKET RISK, CREDIT RISK, COUNTERPARTY CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND OPERATIONAL RISK.
HIGHLY CUSTOMIZED SWAPS TRANSACTIONS IN PARTICULAR
MAY INCREASE LIQUIDITY RISK, WHICH MAY RESULT IN A SUSPENSION OF REDEMPTIONS. HIGHLY LEVERAGED TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL
GAINS OR LOSSES IN VALUE AS A RESULT OF RELATIVELY SMALL CHANGES IN THE VALUE OR LEVEL OF AN UNDERLYING OR RELATED MARKET FACTOR.
IN EVALUATING THE RISKS AND CONTRACTUAL OBLIGATIONS
ASSOCIATED WITH A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A SWAP TRANSACTION MAY BE MODIFIED OR TERMINATED
ONLY BY MUTUAL CONSENT OF THE ORIGINAL PARTIES AND SUBJECT TO AGREEMENT ON INDIVIDUALLY NEGOTIATED TERMS. THEREFORE, IT MAY NOT
BE POSSIBLE FOR THE COMMODITY POOL OPERA TOR TO
MODIFY, TERMINATE, OR OFFSET THE POOL'S OBLIGATIONS OR THE POOL'S
EXPOSURE TO THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE.
TEUCRIUM AGRICULTURAL
FUND
TABLE OF CONTENTS
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes “forward-looking
statements” which generally relate to future events or future performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “should,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “potential” or the
negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included
in this prospectus that address activities, events or developments that will or may occur in the future, including such matters
as movements in the commodities markets and indexes that track such movements, the Fund’s operations, the Sponsor’s
plans and references to the Fund’s future success and other similar matters, are forward-looking statements. These
statements are only predictions. Actual events or results may differ materially. These statements are based upon certain
assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future
developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will
conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including
the special considerations discussed in this prospectus, general economic, market and business conditions, changes in laws or regulations,
including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political
developments. See “What Are the Risk Factors Involved with an Investment in the Fund?” Consequently, all
the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance
that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will
result in the expected consequences to, or have the expected effects on, the Fund’s operations or the value of its Shares.
PROSPECTUS SUMMARY
This is only a summary of the prospectus
and, while it contains material information about the Fund and its Shares, it does not contain or summarize all of the information
about the Fund and the Shares contained in this prospectus that is material and/or which may be important to you. You should read
this entire prospectus, including “What Are the Risk Factors Involved with an Investment in the Fund?” beginning on
page 16, before making an investment decision about the Shares. In addition, this prospectus includes a statement of additional
information that follows and is bound together with the primary disclosure document. Both the primary disclosure document
and the statement of additional information contain important information.
Principal Offices of the Fund and the Sponsor
The principal office of the Trust and the Fund
is located at 232 Hidden Lake Road, Building A, Brattleboro, Vermont 05301. The telephone number is (802) 257-1617.
The Sponsor’s principal office is also located at 232 Hidden Lake Road, Building A, Brattleboro, Vermont 05301, and its telephone
number is also (802) 257-1617.
Breakeven Point
The amount of trading income required for
the redemption value of a Share at the end of one year to equal the selling price of the Share, assuming a selling price of $48.97
(the NAV per Share as of January 31, 2013) is $0.27 or 0.49% of the selling price. For more information, see “Breakeven
Analysis” below.
Overview of the Fund
The Teucrium Agricultural Fund (the “Fund”
or “Us” or “We”) is a commodity pool that issues Shares that may be purchased and sold on the NYSE Arca.
The Fund is a series of the Trust, a Delaware statutory trust organized on September 11, 2009. The Fund is one of seven series
of the Trust; each series operates as a separate commodity pool. Additional series of the Trust may be created in the future. The
Trust and the Fund operate pursuant to the Trust’s Second Amended and Restated Declaration of Trust and Trust Agreement (the
“Trust Agreement”). The Fund was formed and is managed and controlled by the Sponsor, Teucrium Trading, LLC.
The Sponsor is a limited liability company formed in Delaware on July 28, 2009 that is registered as a commodity pool operator
(“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures
Association (“NFA”).
The investment objective of the Fund is to have
the daily changes in percentage terms of the Shares’ NAV reflect the daily changes in percentage terms of a weighted average
(the “Underlying Fund Average”) of the NAVs per share of four other commodity pools that are series of the Trust and
are sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar
Fund (collectively, the “Underlying Funds”). The Fund seeks to achieve its investment objective by investing
under normal market conditions in the publicly-traded shares of each Underlying Fund so that the Underlying Fund Average will have
a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced, generally on a daily basis, to maintain
the approximate 25% allocation to each Underlying Fund. The Fund does not intend to invest directly in futures contracts
(“Futures Contracts”), although it reserves the right to do so in the future, including if an Underlying Fund ceases
operations or if shares of an Underlying Fund cease trading on NYSE Arca.
The
investment objective of each Underlying Fund is to have the daily changes in percentage terms of its shares’ NAV reflect
the daily changes in percentage terms of a weighted average of the closing settlement prices for certain Futures Contracts for
the commodity specified in the Underlying Fund’s name. (This weighted average is referred to herein as the Underlying
Fund’s “Benchmark,” the Futures Contracts that at any given time make up an Underlying Fund’s Benchmark
are referred to herein as the Underlying Fund’s “Benchmark Component Futures Contracts,” and the commodity specified
in the Underlying Fund’s name is referred to herein as its “Specified Commodity.”) Specifically, the Teucrium
Corn Fund’s Benchmark is: (1) the second-to-expire Futures Contract for corn traded on the Chicago Board of Trade (“CBOT”),
weighted 35%, (2) the third-to-expire CBOT corn Futures Contract, weighted 30%, and (3) the CBOT Corn Futures Contract expiring
in the December following the
expiration month of the third-to-expire contract, weighted 35%.
The Teucrium Wheat Fund’s Benchmark is: (1) the second-to-expire CBOT Wheat Futures Contract, weighted 35%, (2) the third-to-expire
CBOT Wheat Futures Contract, weighted 30%, and (3) the CBOT Wheat Futures Contract expiring in the December following the
expiration month of the third-to-expire contract, weighted 35%. The Teucrium Soybean Fund’s Benchmark is: (1) the second-to-expire
CBOT Soybean Futures Contract, weighted 35%, (2) the third-to-expire CBOT Soybean Futures Contract, weighted 30%, and (3) the CBOT
Soybean Futures Contract expiring in the November following the expiration month of the third-to-expire contract, weighted
35%, except that CBOT Soybean Futures Contracts expiring in August and September will not be part of the Teucrium Soybean Fund’s
Benchmark because of the less liquid market for these Futures Contracts. The Teucrium Sugar Fund’s Benchmark is: (1)
the second-to-expire Sugar No. 11 Futures Contract traded on ICE Futures US (“ICE Futures”), weighted 35%, (2) the
third-to-expire ICE Futures Sugar No. 11 Futures Contract, weighted 30%, and (3) the ICE Futures Sugar No. 11 Futures Contract
expiring in the March following the expiration month of the third-to-expire contract, weighted 35%. (Although Sugar
Futures Contracts are primarily traded on the ICE Futures, they may also be traded on the New York Mercantile Exchange (“NYMEX”).
Any reference to the ICE Futures in relation to the Teucrium Sugar Fund should also be read as a reference to NYMEX. Although Corn,
Soybean and Wheat Futures Contracts are primarily traded on the CBOT, they may also be traded ICE. Any reference to CBOT
Futures in relation to the Teucrium Corn, Soybean and/or Wheat Fund(s) should also be read as a reference to ICE Futures.)
Each Underlying Fund seeks to achieve its
investment objective by investing under normal market conditions in Benchmark Component Futures Contracts or, in certain circumstances,
in other Futures Contracts for its Specified Commodity. In addition, and to a limited extent, an Underlying Fund also may
invest in exchange-traded options on Futures Contracts for its Specified Commodity and in swap agreements based on its Specified
Commodity that are cleared through a futures exchange or its affiliated provider of clearing services (“Cleared Swaps”)
in furtherance of the Underlying Fund's investment objective. Once position limits or accountability levels on Futures Contracts
on an Underlying Fund’s Specified Commodity are applicable, each Underlying Fund's intention is to invest first in Cleared
Swaps based on its Specified Commodity, to the extent practicable under the position limits or accountability levels applicable
to such Cleared Swaps and appropriate in light of the liquidity in the market for such Cleared Swaps, and then in contracts and
instruments such as cash-settled options on Futures Contracts and forward contracts, swaps other than Cleared Swaps, and other
over-the-counter transactions that are based on the price of its Specified Commodity or Futures Contracts on its Specified Commodity
(collectively, “Other Commodity Interests,” and together with Futures Contracts and Cleared Swaps, “Commodity
Interests”). See “The Offering – Futures Contracts” below. By utilizing certain or all of these
investments, the Sponsor endeavors to cause each Underlying Fund's performance to closely track that of its Benchmark. The
Sponsor expects to manage the Fund’s and the Underlying Funds’ investments directly, although it has been authorized
by the Trust to retain, establish the terms of retention for, and terminate third-party commodity trading advisors to provide such
management. The Sponsor is also authorized to select broker-dealers to execute the Fund’s transactions in the Underlying
Funds and futures commission merchants (“FCMs”) to execute the Underlying Funds’ transactions in Futures Contracts.
The Underlying Funds seek to achieve their investment
objectives primarily by investing in Commodity Interests such that daily changes in the Underlying Fund’s NAV are expected
to closely track the changes in its Benchmark. Each Underlying Fund’s positions in Commodity Interests are changed
or “rolled” on a regular basis in order to track the changing nature of its Benchmark. For example, several times
a year (on the dates on which Futures Contracts on the Underlying Fund’s Specified Commodity expire), a particular Futures
Contract will no longer be a Benchmark Component Futures Contract, and the Underlying Fund’s investments will have to be
changed accordingly. In order that the Underlying Funds’ trading does not cause unwanted market movements and to make
it more difficult for third parties to profit by trading based on such expected market movements, the Underlying Funds’ investments
may not be rolled entirely on that day, but rather may be rolled over a period of several days.
Consistent with achieving each Underlying Fund’s
investment objective of closely tracking its Benchmark, the Sponsor may for certain reasons cause the Underlying Fund to enter
into or hold Futures Contracts other than the Benchmark Component Futures Contracts, Cleared Swaps and/or Other Commodity Interests.
For example, certain Cleared Swaps have standardized terms similar to, and are priced by reference to, a corresponding Benchmark
Component Futures Contract. Additionally, Other Commodity Interests that do not have standardized terms and are not exchange-traded,
referred to as “over-the-counter” Commodity Interests, can generally be structured as the
parties to the Commodity Interest contract desire. Therefore,
an Underlying Fund might enter into multiple Cleared Swaps and/or over-the-counter Commodity Interests related to its Specified
Commodity that are intended to exactly replicate the performance of Benchmark Component Futures Contracts of the Underlying Fund,
or a single over-the-counter Commodity Interest designed to replicate the performance of the individual of its Benchmark as a whole.
Assuming that there is no default by a counterparty to an over-the-counter Commodity Interest, the performance of the Commodity
Interest will necessarily correlate exactly with the performance of the Underlying Fund’s Benchmark or the applicable Benchmark
Component Futures Contract. The Underlying Funds might also enter into or hold Commodity Interests other than Benchmark Component
Futures Contracts to facilitate effective trading, consistent with the discussion of an Underlying Fund’s “roll”
strategy in the preceding paragraph. In addition, an Underlying Fund might enter into or hold Commodity Interests related
to its Specified Commodity that would be expected to alleviate overall deviation between the Underlying Fund’s performance
and that of its Benchmark that may result from certain market and trading inefficiencies or other reasons. By utilizing certain
or all of the investments described above, the Sponsor endeavors to cause each Underlying Fund’s performance to closely track
that of its Benchmark.
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 invest the remainder of the proceeds from the sale of baskets in Treasury Securities or cash
equivalents, and/or merely hold such assets in cash. Therefore, the focus of the Sponsor in managing the Underlying Funds
is investing in Commodity Interests and in Treasury Securities, cash and/or cash equivalents. The Fund and Underlying Funds
earn interest income from the Treasury Securities and/or cash equivalents that it purchases and on the cash it holds through the
Fund’s custodian, The Bank of New York Mellon (the “Custodian”).
The Sponsor endeavors to place the Fund’s
trades in the Underlying Funds and otherwise manage the Fund’s investments so that the Fund’s average daily tracking
error against the Underlying Fund Average will be less than 10 percent over any period of 30 trading days. More specifically,
the Sponsor endeavors to manage the Fund so that A will be within plus/minus 10 percent of B, where:
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A is the average daily change in the Fund’s NAV for any period of 30 successive valuation days,
i.e.
, any trading day as of which the Fund calculates its NAV, and
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B is the average daily change in the Underlying Fund Average over the same period.
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The Sponsor believes that market arbitrage opportunities
will cause the Fund’s Share price on the NYSE Arca to closely track the Fund’s NAV per share. The Sponsor believes
that the net effect of this expected relationship and the expected relationship described above between the Fund’s NAV and
the Underlying Fund Average will be that the changes in the price of the Fund’s Shares on the NYSE Arca will closely track,
in percentage terms, changes in the Underlying Fund Average. However, there is no guarantee that the Shares will not trade at appreciable
discounts from, and/or premiums to, the Fund’s NAV.
The Sponsor employs a “neutral”
investment strategy intended so that the Fund tracks the changes in the Underlying Fund Average and each Underlying Fund tracks
the changes in its Benchmark regardless of whether the Underlying Fund Average or Benchmark goes up or goes down. The Fund’s
and Underlying Funds’ “neutral” investment strategies are designed to permit investors generally to purchase
and sell the Fund’s Shares for the purpose of investing indirectly in the agricultural commodities market in a cost-effective
manner. Such investors may include participants in agricultural industries and other industries seeking to hedge the risk
of losses in their commodity-related transactions, as well as investors seeking exposure to the agricultural commodities market.
Accordingly, depending on the investment objective of an individual investor, the risks generally associated with investing in
the agricultural commodities market and/or the risks involved in hedging may exist. In addition, an investment in the Fund
involves the risks that the changes in the price of the Fund’s Shares will not accurately track the changes in the Underlying
Fund Average, that changes in the price of the shares of the Underlying Funds will not accurately track the changes in their Benchmarks,
and that changes in the Benchmarks will not closely correlate
with changes in the prices of the Specified Commodities on the spot
market. Furthermore, as noted above, the Fund and Underlying Funds also invest in short-term Treasury Securities, cash and/or
cash equivalents. The Sponsor does not expect there to be any meaningful correlation between the performance of the Fund’s
and Underlying Funds’ investments in Treasury Securities, cash and/or cash equivalents and the changes in the prices of the
Specified Commodities or Commodity Interests. While the level of interest earned on or the market price of these investments
may in some respects correlate to changes in the price of the Specified Commodities, this correlation is not anticipated as part
of the Fund’s efforts to meet its objective. This and certain risk factors discussed in this prospectus may cause a
lack of correlation between changes in the Fund’s NAV and changes in the prices of the Specified Commodities. The Sponsor
does not intend to operate the Fund or an Underlying Fund in a fashion such that its per share NAV equals, in dollar terms, the
spot price of a unit of a Specified Commodity or the price of any particular Futures Contract.
The
Fund creates and redeems Shares only in blocks called “Creation Baskets” and “Redemption Baskets,” respectively.
Only Authorized Purchasers may purchase or redeem Creation Baskets or Redemption Baskets. An Authorized Purchaser is under
no obligation to create or redeem baskets, and an Authorized Purchaser is under no obligation to offer to the public Shares of
any baskets it does create. Baskets are generally created when there is a demand for Shares, including, but not limited to,
when the market price per share is at (or perceived to be at) a premium to the NAV per share. Similarly, baskets are generally
redeemed when the market price per share is at (or perceived to be at) a discount to the NAV per share. Retail investors
seeking to purchase or sell Shares on any day are expected to effect such transactions in the secondary market, on the NYSE Arca,
at the market price per share, rather than in connection with the creation or redemption of baskets.
All proceeds from the sale of Creation Baskets
will be invested as quickly as practicable in the publicly-traded shares of the Underlying Funds. The Fund’s cash and
investments are held through the Fund’s Custodian. There is no stated maximum time period for the Fund’s operations
and the Fund will continue to operate until all Shares are redeemed or the Fund is liquidated pursuant to the terms of the Trust
Agreement.
Shares may also be purchased and sold by individuals
and entities that are not Authorized Purchasers in smaller increments than Creation Baskets on the NYSE Arca. However, these
transactions are effected at bid and ask prices established by specialist firm(s). Like any listed security, Shares of the
Fund can be purchased and sold at any time a secondary market is open.
In
managing the Fund’s assets, the Sponsor does not use a technical trading system that automatically issues buy and sell
orders. Instead, each time one or more baskets of Fund Shares are purchased or redeemed, the Sponsor will purchase or sell
the publicly-traded Underlying Fund shares with an aggregate market value that approximates the amount of cash received or paid
upon the purchase or redemption of the basket(s).
Note to Secondary Market Investors:
Shares can be directly purchased from the Fund only in Creation Baskets, and only by Authorized Purchasers. Each Creation
Basket consists of 25,000 Shares and therefore requires a significant financial commitment to purchase. Accordingly, investors
who do not have such resources or who are not Authorized Purchasers should be aware that some of the information contained in this
prospectus, including information about purchases and redemptions of Shares directly with the Fund, is only relevant to Authorized
Purchasers. Shares are listed and traded on the NYSE Arca under the ticker symbol “TAGS” and may be purchased
and sold as individual Shares. Individuals interested in purchasing Shares in the secondary market should contact their broker.
Shares purchased or sold through a broker may be subject to commissions.
Except when aggregated in Redemption Baskets,
Shares are not redeemable securities. There is no guarantee that Shares will trade at prices that are at or near the per-Share
NAV.
Investors purchasing Shares in the secondary
market through a brokerage account or with the assistance of a broker may be subject to brokerage commissions and charges. If you
purchase Fund Shares through a broker-dealer or other financial intermediary (such as a bank), the Fund, the Sponsor or an affiliate
of the Sponsor may pay the intermediary for the sale of Fund Shares and related services. These payments may create a conflict
of interest by influencing broker-dealers or other intermediaries and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more information.
The Shares
The Shares are registered as securities under
the Securities Act of 1933 (“1933 Act”) and the Securities Exchange Act of 1934 (the “1934 Act”) and do
not provide dividend rights or conversion rights and there are no sinking funds. The Shares may only be redeemed when aggregated
in Redemption Baskets as discussed under “Creation and Redemption of Shares” and holders of Fund Shares (“Shareholders”)
generally do not have voting rights as discussed under “The Trust Agreement – Voting Rights.” Cumulative
voting is neither permitted nor required and there are no preemptive rights. The Trust Agreement provides that, upon liquidation
of the Fund, its assets will be distributed pro rata to the Shareholders based upon the number of Shares held. Each Shareholder
will receive its share of the assets in cash or in kind, and the proportion of such share that is received in cash may vary from
Shareholder to Shareholder, as the Sponsor in its sole discretion may decide.
The offering of Shares under this prospectus
is a continuous offering under Rule 415 of the 1933 Act and will terminate on March 26, 2014. The offering may be extended
beyond such date as permitted under rules promulgated by the SEC pursuant to/under the 1933 Act. The offering will terminate
before such date or before the end of any extension period if all of the registered Shares have been sold. However, the Sponsor
expects to cause the Trust to file one or more additional registration statements as necessary to permit additional Shares to be
registered and offered on an uninterrupted basis. This offering may also be suspended or terminated at any time for certain
specified reasons, including if and when suitable investments for the Fund are not available or practicable. See “Creation
and Redemption of Shares – Rejection of Purchase Orders” below. As discussed above, the minimum purchase requirement
for Authorized Purchasers is a Creation Basket, which consists of 25,000 Shares. Under the plan of distribution, the Fund does
not require a minimum purchase amount for investors who purchase Shares from Authorized Purchasers. There are no arrangements
to place funds received as proceeds from the sale of Creation Baskets of the Fund in an escrow, trust, or similar account.
U.S. Federal Income Tax Considerations
As is described more fully in “U.S. Federal
Income Tax Considerations,” it is intended that the Fund be classified as a partnership not taxable as a corporation for
U.S. federal income tax purposes. Based in part upon representations of the Sponsor and the Trust, the Fund has obtained
a legal opinion that, although the matter is not free from doubt, it is more likely than not that the Fund will be so classified. Assuming
that the Fund is classified as a partnership not taxable as a corporation for U.S. federal income tax purposes, the Fund will not
incur a U.S. federal income tax liability; rather, each Shareholder will be required to take into account its allocable share of
the Fund's income, gains, losses, deductions, and other tax items.
See
“U.S. Federal Income Tax Considerations”
for information about the U.S. federal income tax consequences of the purchase, ownership and disposition of Shares.
The Fund’s Investments
The Fund seeks to achieve its investment objective
by investing under normal market conditions in the publicly-traded shares of each Underlying Fund so that the Underlying Fund Average
will have a weighting of 25% to each Underlying Fund. The Fund does not intend to invest directly in Futures Contracts
or other Commodity Interests, although it reserves the right to do so in the future under certain circumstances, including but
not limited to, if an Underlying Fund ceases operations or if shares of an Underlying Fund cease trading on NYSE Arca.
The Underlying Funds’ Investments
A brief description of the principal types of
Commodity Interests in which the Underlying Funds may invest is set forth below.
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A futures contract is an exchange-traded contract traded with standard terms that calls for the delivery of a specified quantity of a commodity at a specified price, on a specified date and at a specified location.
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A cleared swap is a standard contract to exchange a periodic stream of payments determined by reference to a notional amount, with one party’s payments determined by reference to a specified
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price for an underlying asset or index, and the other’s determined by reference to the current market price of that asset or index. Cleared swaps may be executed bilaterally or on an exchange or other trading platform but must then be accepted for clearing by a clearinghouse.
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An over-the-counter swap (also referred to as an over-the-counter transaction or uncleared swap) is a non-exchange traded bilateral contract to exchange a periodic stream of payments determined by reference to a notional amount, with one party’s payments determined by reference to a specific price for an underlying asset or index, and the other’s determined by reference to the current market price of that asset or index.
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A forward contract is a non-standardized, non-exchange traded, over-the-counter, bilateral contract for the purchase or sale of a specified quantity of a commodity at a specified price, on a specified date and at a specified location.
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An option on a Futures Contract, forward contract or a commodity on the spot market gives the buyer of the option the right, but not the obligation, to buy or sell a Futures Contract, forward contract or commodity, as applicable, at a specified price on or before a specified date. The seller, or writer, of the option is obligated to take a position in the underlying interest at a specified price opposite to the option buyer if the option is exercised. Options on Futures Contracts, like the Future Contracts to which they relate, are standardized contracts traded on an exchange, while options on forward contracts and commodities generally are individually negotiated, over-the-counter, bilateral contracts.
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Unlike exchange-traded contracts, over-the-counter
contracts expose the Underlying Funds to the credit risk of the other party to the contract. (As discussed below, exchange-traded
contracts may expose the Underlying Funds to the risk of the clearing broker’s and/or the exchange clearing house(s)’
bankruptcy.) The Sponsor does not currently intend to purchase or sell commodities in the “spot market” for the
Fund or the Underlying Funds. Spot market transactions are cash transactions in which the buyer and seller agree to the immediate
purchase and sale of a commodity, usually with a two-day settlement period. In addition, the Sponsor does not currently intend
that the Funds or Underlying Funds will enter into or hold spot month Futures Contracts, except that the Underlying Funds may hold
spot month Futures Contracts that were formerly second-to-expire contracts for a brief period until they can be disposed of in
accordance with an Underlying Fund’s roll strategy.
A more detailed description of Commodity Interests
and other aspects of the commodity and Commodity Interest markets can be found later in this prospectus.
As noted, the Teucrium Corn Fund, Teucrium
Wheat Fund and Teucrium Soybean Fund primarily invest in Futures Contracts on corn, wheat and soybeans, including those traded
on the CBOT and the ICE Futures. The Teucrium Sugar Fund primarily invests in Futures Contracts on sugar, including those
traded on the ICE Futures and the NYMEX. The Fund expressly disclaims any association with the CBOT or ICE Futures or endorsement
of the Fund by such exchanges and acknowledges that “CBOT,” “Chicago Board of Trade,” “ICE Futures,”
“ICE Futures US,” “NYMEX,” and “New York Mercantile Exchange” are registered trademarks of
the respective exchanges.
Principal Investment Risks of an Investment in the Fund
An investment in the Fund involves a degree
of risk. Some of the risks you may face are summarized below. A more extensive discussion of these risks appears beginning on page
16.
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Unlike mutual funds, commodity pools and other investment pools that manage their investments so as to realize income and gains for distribution to their investors, the Fund generally does not distribute dividends to Shareholders. You should not invest in the Fund if you will need cash distributions from the Fund to pay taxes on your share of income and gains of the Fund, if any, or for other purposes.
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Investors may choose to use the Fund as a means of investing indirectly in agricultural
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commodities, and there are risks involved in such investments. The risks and hazards that are inherent in agriculture may cause the price of agricultural commodities to fluctuate widely. Global price movements for agricultural commodities may be influenced by, among other things: weather conditions, crop failure, production decisions, governmental policies, changing demand, harvest cycles, and various economic and monetary events. Commodity production is also subject to domestic and foreign regulations that materially affect operations.
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To the extent that investors use the Fund as a means of investing indirectly in agricultural commodities, there is the risk that the changes in the price of the Fund’s Shares on the NYSE Arca will not closely track the changes in spot price of the commodities invested in by the Underlying Funds. This could happen if (1) the price of Shares traded on the NYSE Arca does not correlate closely with the Fund’s NAV; (2) the changes in the Fund’s NAV do not correlate closely with changes in the Underlying Fund Average; (3) the changes in the Underlying Funds’ NAVs do not correlate closely with changes in their Benchmarks; or (4) the changes in the Benchmarks do not correlate closely with changes in the cash or spot prices of the Specified Commodities. This is a risk because if these correlations are not sufficiently close, then investors may not be able to use the Fund as a cost-effective way to invest indirectly in agricultural commodities or as a hedge against the risk of loss in commodity-related transactions.
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The Sponsor has limited experience operating commodity pools. Although the Sponsor currently sponsors seven commodity pools – the Fund, the four Underlying Funds, the Teucrium Natural Gas Fund, and the Teucrium WTI Crude Oil Fund (collectively, the “Teucrium Funds”) all of which have commenced operations, prior to June 9, 2010, the Sponsor had never operated a commodity pool.
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The Fund has limited operating history to serve as a basis for you to evaluate an investment in the Fund.
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The price relationship between the near month Futures Contract to expire and the Benchmark Component Futures Contracts for an Underlying Fund will vary and may impact both the Fund’s total return over time and the degree to which such total return tracks the total return of price indices for the Specified Commodities. In cases in which the near month contract’s price is lower than later-expiring contracts’ prices (a situation known as “contango” in the futures markets), then absent the impact of the overall movement in prices the value of the Benchmark Component Futures Contracts would tend to decline as they approach expiration which could cause the Benchmark Component Futures Contracts, and therefore, the Fund’s total return to track lower. In cases in which the near month contract’s price is higher than later-expiring contracts’ prices (a situation known as “backwardation” in the futures markets), then absent the impact of the overall movement in prices the value of the Benchmark Component Futures Contracts would tend to rise as they approach expiration.
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Investors, including those who directly participate in the agricultural commodities market, may choose to use the Fund as a vehicle to hedge against the risk of loss and there are risks involved in hedging activities. While hedging can provide protection against an adverse movement in market prices, it can also preclude a hedger’s opportunity to benefit from a favorable market movement.
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The Fund seeks to have the changes in its Shares’ NAV in percentage terms track changes in the Underlying Fund Average in percentage terms, rather than profit from speculative trading of Commodity Interests. The Sponsor therefore endeavors to manage the Fund and the Underlying Funds so that the Fund’s and Underlying Funds’ assets are, unlike those of many other commodity pools, not leveraged (
i.e.
, so that the aggregate notional amount of an Underlying Fund’s exposure to losses from its investments in Commodity Interests at any time will not exceed the value of the Underlying Fund’s assets). There is no assurance that the Sponsor will successfully implement this investment strategy. If the Sponsor permits one or more of the Underlying Funds to become leveraged, you could lose all or a substantial portion of your investment if the Underlying Fund’s trading positions suddenly turn unprofitable. These movements in price may
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be the result of factors outside of the Sponsor’s control and may not be anticipated by the Sponsor.
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The Underlying Funds may invest in Other Commodity Interests. To the extent that these Other Commodity Interests are contracts individually negotiated between their parties, they may not be as liquid as Futures Contracts and will expose the Underlying Funds (and, by extension, the Fund) to credit risk that their counterparties may not be able to satisfy their obligations to the Underlying Funds.
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The Underlying Funds invest primarily in Commodity Interests that are traded or sold in the United States. However, a portion of the Underlying Funds’ trades may take place in markets and on exchanges outside the United States that are not regulated by any United States governmental agency and may involve certain risks not applicable to United States exchanges, including different or diminished investor protections, as compared to their U.S. counterparts. For example, in some non-U.S. markets, the performance on a Futures Contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation, therefore exposing the Underlying Funds to credit risk. Also, investing in Commodity Interests denominated in currencies other than U.S. dollars subjects the shares of the Underlying Funds to the risk of adverse exchange-rate movements between the dollar and the functional currencies of such Commodity Interests.
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The structure and operation of the Fund may involve conflicts of interest. For example, a conflict may arise because the Sponsor and its principals and affiliates may trade for themselves. In addition, the Sponsor has sole current authority to manage the investments and operations of the Fund and the Underlying Funds, and the interests of the Sponsor may conflict with the Shareholders’ best interests.
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You will have no rights to participate in the management of the Fund and will have to rely on the duties and judgment of the Sponsor to manage the Fund.
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The Fund and the Underlying Funds pay fees and expenses that are
incurred regardless of whether they are profitable.
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The futures markets are subject to comprehensive statutes, regulations
and requirements. In addition, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market
emergency including, for example, the retroactive implementation of speculative position limits, increased margin requirements,
the establishment of daily price limits and the suspension of trading.
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The regulation of commodity interest transactions in the United
States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Considerable
regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States. There
is a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an
investment in the Fund, or the ability of the Fund to continue to implement its investment strategy. In addition, various national
governments outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the
commodities markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on
the Fund is impossible to predict but could be substantial and adverse.
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The
Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd- Frank Act”), which was enacted in response
to the economic crisis of 2008 and 2009, significantly alters the regulatory regime to which the securities and commodities
markets are subject. In particular, the Dodd-Frank Act alters the regulation of commodity interests. Provisions
of the new law include
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the requirement that position
limits be established on a wide range of commodity interests, including energy-based, metal and agricultural commodity futures
contracts, options on such futures contracts and cleared and uncleared swaps that are economically equivalent to such futures contracts
and options (“Reference Contracts”); new registration and recordkeeping requirements for swap market participants;
capital and margin requirements for “swap dealers” and “major swap participants,” as determined by the
new law and applicable regulations; and the mandatory use of clearinghouse mechanisms for sufficiently standardized swap transactions
that are currently entered into in the over-the-counter market. On November 28, 2012 the CFTC issued its final clearing determination
requiring that certain credit default swaps and interest rate swaps be cleared by registered derivatives clearing organizations
(DCOs). This is the CFTC’s first clearing determination under the Dodd-Frank Act and became effective February 11, 2013.
On March 11, 2013, “swap dealers,” “major swap participants,” and certain active funds will be required
to clear certain credit default swaps and interest rate swaps. Determinations on other types of swaps are expected in the future
and, when finalized, could require the Fund to centrally clear certain over-the-counter instruments presently entered into and
settled on a bi-lateral basis.
In late 2011, the CFTC adopted
rules that impose new position limits on Reference Contracts involving 28 energy, metals and agricultural commodities (the “Position
Limit Rules”). The Position Limit Rules were scheduled to become effective on October 12, 2012. However, on September 28,
2012, the United States District Court for the District of Columbia vacated these regulations on the basis of ambiguities in the
provisions of the Commodity Exchange Act (“CEA”) (as modified by the Dodd-Frank Act) upon which the regulations were
based. In its September 28th decision, the court remanded the Position Limit Rules to the CFTC with instructions to use its expertise
and experience to resolve the ambiguities in the statute. On November 15, 2012, the CFTC indicated that it will move forward with
an appeal of the District Court’s decision to vacate the Position Limit Rules. At this time, it is not possible to predict
how the CFTC’s appeal could affect the Fund, but it may be substantial and adverse. Furthermore, until such time as the appeal
is resolved or, if applicable revisions to the Position Limit Rules are proposed and adopted, the regulatory architecture in effect
prior to the enactment of the Position Limit Rules will govern transactions in commodities and related derivatives. Under that
system, the CFTC enforces federal limits on speculation in agricultural products (e.g., corn, wheat and soy), while futures exchanges
enforce position limits and accountability levels for agricultural and certain energy products (e.g., oil and gas). As a result,
the Fund may be limited with respect to the size of its investments in any commodities subject to these limits. Finally, subject
to certain narrow exceptions, the vacated Position Limit Rules would have required the aggregation, for purposes of the position
limits, of all positions in the 28 Reference Contracts held by a single entity and its affiliates, regardless of whether such positions
existed on U.S. futures exchanges, non-U.S. futures exchanges, in cleared swaps or in over-the-counter swaps. The CFTC is presently
considering new aggregation rules, under a rulemaking proposal that is distinct from the Position Limit Rules. At this time, it
is unclear how any modified aggregation rules may affect the Fund, but it may be substantial and adverse. By way of example, the
aggregation rules in combination with any potential revised Position Limit Rules may negatively impact the ability of the Fund
to meet its investment objectives through limits that may inhibit the Sponsor’s ability to sell additional Creation Baskets
of the Fund.
The CFTC, along with the SEC
and other federal regulators, has been tasked with developing the rules and regulations enacting the provisions noted above. To
date, the CFTC has issued proposed versions of all of the rules it is required to promulgate under the Dodd-Frank Act, but it continues
to issue proposed versions of additional rules that it has authority to promulgate. In addition, the CFTC has begun to issue final
rules under the Dodd-Frank Act, including rules relating to recordkeeping and reporting of swap transactions, mandatory clearing
of certain classes of credit default swaps and interest rate swaps, as well as the definition of key terms such as “swap”
and “swap dealer.” Final rules are likely to continue to be adopted throughout 2013.
The CFTC published final rules
on February 17, 2012 and April 3, 2012 that require “swap dealers” and "major swap participants” to: 1)
adhere to business conduct standards, 2) implement
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policies and procedures
to ensure compliance with the Commodity Exchange Act and 3) maintain records of such compliance. These new requirements
may impact the documentation requirements for both cleared and non-cleared swaps and cause swap dealers and major swap
participants to face increased compliance costs that, in turn, may be passed along to counterparties, such as the Funds,
in the form of higher fees and expenses that relate to trading swaps.
On December 18, 2012,
the CFTC deferred the compliance date for many of the Dodd-Frank's external business conduct standards from December 31,
2012 to May 1, 2013, and for some requirements to July 1, 2013, providing swap dealers an additional 4 to 6 months from
the original compliance date.
On December 5, 2012,
the CFTC's Division of Market Oversight issued a letter providing swap dealers with time-limited no-action relief from
swap data reporting obligations with respect to equity swaps, foreign exchange swaps and other commodity swaps. For these
asset classes, the letter provides swap dealers with reporting relief (i) with respect to real-time price reporting and
regular swap reporting (under Part 43 and Part 45 of the CFTC's regulations, respectively), until February 28, 2013, and
(ii) historical swap reporting requirements (under Part 46 of the CFTC's regulations) until March 30, 2013.
On December 21, 2012
the CFTC's Division of Market Oversight issued two letters providing certain swap dealers with time-limited no-action
relief from some swap data reporting obligations. One letter provides relief from reporting requirements for branches
of swap dealers located in emerging markets who encounter technical difficulties in complying with the reporting rules.
The letter also provides that swap dealers may delay reporting compliance for certain complex and exotic swaps until April
30, 2013.
Under a second letter,
all swap dealers have until April 10, 2013 to report certain information about their counterparties, including: status
as a major swap participant, a financial entity, a U.S. Person or a commercial end-user.
The effect of future regulatory change on the Funds,
and the exact timing of such changes, is impossible to predict but it may be substantial and adverse. Specifically, the
new law, the rules that have been promulgated thereunder, and the rules that are expected to be promulgated may negatively
impact the ability of the Funds to meet their investment objectives, either through position limits or requirements imposed
on them and/or on their counterparties. In particular, new position limits imposed on the Funds or any counterparties
may impact the ability of the Funds to invest in a manner that most efficiently meets its investment objective. New requirements,
including capital imposed on the counterparties of the Funds and the mandatory clearing and margining of swaps, may increase
the cost of the Fund’s investments and doing business.
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For additional risks, see “What Are the
Risk Factors Involved with an Investment in the Fund?”
Financial Condition of the Fund
The Fund’s NAV is determined as of the
earlier of the close of the New York Stock Exchange or 4:00 p.m. New York time on each day that the NYSE Arca is open for trading.
Defined Terms
For a glossary of defined terms, see Appendix
A.
Breakeven Analysis
The breakeven analysis below indicates the
approximate dollar returns and percentage returns required for the redemption value of a hypothetical initial investment in a single
Share, assuming a selling price of $48.97 (the NAV per Share as of January 31, 2013), to equal the amount invested twelve months
after the investment was made. This breakeven analysis refers to the redemption of baskets by Authorized Purchasers and is
not related to any gains an individual investor would have to achieve in order to break even. The breakeven analysis is an approximation
only.
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Assumed initial selling price per Share
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$
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48.97
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Sponsor’s Fee (1)
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N/A
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Creation Basket Fee (2)
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$
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0.01
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Estimated Brokerage Fees (3)
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$
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0.02
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Other Fund Fees and Expenses (4)
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$
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0.24
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Interest Income (5)
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N/A
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Amount of trading income (loss) required for the redemption value at the end of one year to equal the initial selling price of the Share
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$
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0.27
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Percentage of initial selling price per share
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0.49
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%
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(1) The Sponsor does not
receive a management fee from the Fund. The Sponsor receives a management fee from each Underlying Fund at the annual rate
of 1.00% of such Underlying Fund’s average daily net assets, payable monthly.
(2) Authorized Purchasers
are required to pay a Creation Basket fee of $250 for each order they place to create one or more baskets. An order must
be at least one basket, which is 25,000 Shares. This breakeven analysis assumes a hypothetical investment in a single Share
so the Creation Basket fee is $0.01 ($250/25,000).
(3) Reflects brokerage
fees for Fund transactions.
(4) Other Fund
Fees and Expenses include legal, printing, accounting, custodial, administration, bookkeeping, transfer agency, distribution and
marketing costs, and may include payments to certain parties for purchasing Creation Baskets. The per-share cost of these
fixed or estimated fees has been calculated assuming that the Fund has minimum assets of $2.5 million and assuming certain fee
reimbursements from the Sponsor. If a maximum offering proceeds of $250 million is assumed, Other Fund Fees and Expenses would
equal $0.10 per Share, and the amount of trading income required to break even would be $0.10 per share or 0.18%.
(5) Because the Fund
will not make significant investments in interest-bearing securities, the Fund does not expect to earn significant amounts of interest.
The Offering
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Offering
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The Fund will offer Creation Baskets consisting of 25,000 Shares through the Distributor to Authorized Purchasers. Authorized Purchasers may purchase Creation Baskets consisting of 25,000 Shares at the Fund’s NAV. The Shares trade on the NYSE Arca.
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Use of Proceeds
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The Sponsor applies substantially all of the Fund’s assets toward investing in the publicly-traded shares of the Underlying Funds, and each Underlying Fund in turn invests substantially all of its assets in Commodity Interests relating to its Specified Commodity, Treasury Securities, cash and/or cash equivalents. The Sponsor deposits a portion of each Underlying Fund’s net assets with the FCM, Newedge USA, LLC or other custodians to be used to meet its current or potential margin or collateral requirements in connection with its investment in Commodity Interests. The Underlying Funds use only Treasury Securities, cash and/or cash equivalents to satisfy these requirements. The Sponsor expects that all entities that will hold or trade the Underlying Fund’s assets will be based in the United States and will be subject to United States regulations. The Sponsor believes that approximately 5% to 10% of each Underlying Fund’s assets will normally be committed as margin for Futures Contracts and collateral for Cleared Swaps and Other Commodity Interests. However, from time to time, the percentage of assets committed as margin/collateral may be substantially more, or less, than such range. The remaining portion of the Underlying Funds’ assets, and any residual portion of the Fund’s assets not invested in the publicly-traded shares of the Underlying Funds, are held in Treasury Securities, cash and/or cash equivalents by the Custodian. All interest income earned on these investments is retained for the Fund’s or Underlying Funds’ benefit.
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NYSE Arca Symbol
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“TAGS”
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Creation and Redemption
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Authorized Purchasers pay a $250 fee for one basket and a maximum fee of $500 per order to create Creation Baskets, and a $250 fee per basket redeemed. Authorized Purchasers are not required to sell any specific number or dollar amount of Shares. The per share price of Shares offered in Creation Baskets is the total NAV of the Fund calculated as of the close of the NYSE Arca on that day divided by the number of issued and outstanding Shares.
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Inter-Series Limitation on Liability
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While the Fund is currently one of seven separate series of the Trust, additional series may be created in the future. The Trust has been formed and will be operated with the goal that the Fund and any other series of the Trust will be liable only for obligations of such series, and a series will not be responsible for or affected by any liabilities or losses of or claims against any other series. If any creditor or shareholder in any particular series (such as the Fund) were to successfully assert against a series a claim with respect to its indebtedness or Shares, the creditor or shareholder could recover only from that particular series and its assets. Accordingly, the debts and other obligations incurred, contracted for or otherwise existing solely with respect to a particular series will be enforceable only against the assets of that series, and not against any other series or the Trust generally or any of their respective assets. The assets of the Fund and any other series will include only those funds and other assets that are paid to, held by or distributed to the series on account of and for the benefit of that series, including, without limitation, amounts delivered to the Trust for the
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purchase of Shares in a series.
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Registration Clearance and Settlement
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Individual certificates will not be issued for the Shares. Instead, Shares will be represented by one or more global certificates, which will be deposited by the Custodian with the Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the Shares outstanding at any time. Beneficial interests in Shares will be held through DTC’s book-entry system, which means that Shareholders are limited to: (1) participants in DTC such as banks, brokers, dealers and trust companies (“DTC Participants”), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant (“Indirect Participants”), and (3) those who hold interests in the Shares through DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers of Shares. DTC Participants acting on behalf of investors holding Shares through such DTC Participants’ accounts in DTC will follow the delivery practice applicable to securities eligible for DTC’s Same-Day Funds Settlement System. Shares will be credited to DTC Participants’ securities accounts following confirmation of receipt of payment.
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Net Asset Value
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The NAV will be calculated by taking the current market value of the Fund’s total assets and subtracting any liabilities and dividing the balance by the number of Shares. Under the Fund’s current operational procedures, the Fund’s administrator, The Bank of New York Mellon (the “Administrator”) will calculate the NAV of the Fund as of the earlier of 4:00 p.m. New York time or the close of the New York Stock Exchange each day. NYSE Arca will calculate an approximate NAV every 15 seconds throughout each day that the Fund’s Shares are traded on the NYSE Arca, for as long as the main pricing mechanism of either the CBOT or ICE Futures is open.
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Fund and Underlying Fund Expenses
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While the Fund does not pay the Sponsor a management fee, it indirectly pays its proportionate share of each Underlying Fund’s management fee, which is paid at an annual rate of 1.00% of each Underlying Fund’s average daily net assets.
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The Fund is also responsible for other ongoing fees, costs and expenses of its operations, including (i) brokerage and other fees and commissions incurred in connection with its trading activities; (ii) expenses incurred in connection with registering additional Shares of the Fund or offering Shares of the Fund; (iii) the routine expenses associated with the preparation and, if required, the printing and mailing of monthly, quarterly, annual and other reports required by applicable U.S. federal and state regulatory authorities, Trust meetings and preparing, printing and mailing proxy statements to Shareholders; (iv) the payment of any distributions related to redemption of Shares; (v) payment for routine services of the Trustee, legal counsel and independent accountants; (vi) payment for routine accounting, bookkeeping, custody and transfer agency services, whether performed by an outside service provider or by Affiliates of the Sponsor; (vii) postage and insurance; (viii) costs and expenses associated with client relations and services; (ix) costs of preparation of all federal, state, local and foreign tax returns and any taxes payable on the income, assets or operations of the Fund; and (x) extraordinary expenses (including,
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but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto).
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Each Underlying Fund is also responsible for the ongoing fees, costs and expenses of its operations as described in the foregoing paragraph.
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The Sponsor bears the costs and expenses related to the initial offer and sale of Shares, including registration fees paid or to be paid to the SEC, Financial Industry Regulatory Authority (“FINRA”) or any other regulatory body or self-regulatory organization (“SRO”). None of the costs and expenses related to the initial offer and sale of Shares, which total approximately $293,650
were or
are chargeable to the Fund, and the Sponsor did not and may not recover any of these costs and expenses from the Fund. Total fees to be paid by the Fund are currently estimated to be approximately 0.49% of the daily net assets of the Fund for the twelve-month period ending April 30, 2014, though this amount may change in future years. The Sponsor may, in its discretion, pay or reimburse the Fund or an Underlying Fund for, or waive a portion of its management fee for an Underlying Fund to offset, expenses that would otherwise be borne by the Fund or Underlying Fund.
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General expenses of the Trust will be allocated among the existing Teucrium Funds and any future series of the Trust as determined by the Sponsor in its discretion. The Trust may be required to indemnify the Sponsor, and the Trust and/or the Sponsor may be required to indemnify the Trustee, Distributor or Administrator, under certain circumstances.
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Termination Events
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The Trust, the Fund and each Underlying Fund shall continue in existence from the date of their formation in perpetuity, unless the Trust, the Fund or an Underlying Fund, as the case may be, is sooner terminated upon the occurrence of certain events specified in the Trust Agreement, including the following: (1) the filing of a certificate of dissolution or cancellation of the Sponsor or revocation of the Sponsor’s charter or the withdrawal of the Sponsor, unless shareholders holding a majority of the outstanding shares of the Trust, voting together as a single class, elect within ninety (90) days after such event to continue the business of the Trust and appoint a successor Sponsor; (2) the occurrence of any event which would make the existence of the Trust, the Fund or an Underlying Fund unlawful; (3) the suspension, revocation, or termination of the Sponsor’s registration as a CPO with the CFTC or membership with the NFA; (4) the insolvency or bankruptcy of the Trust, the Fund or an Underlying Fund; (5) a vote by the Shareholders holding at least seventy-five percent (75%) of the Trust, voting together as a single class, to dissolve the Trust, subject to certain conditions; (6) the determination by the Sponsor to dissolve the Trust, the Fund or an Underlying Fund, subject to certain conditions; (7) the Trust is required to be registered as an investment company under the Investment Company Act of 1940; and (8) DTC is unable or unwilling to continue to perform its functions and a comparable replacement is unavailable. Upon termination of the Fund or an Underlying Fund, the affairs of the Fund or Underlying Fund shall be wound up and all of its debts and liabilities discharged or otherwise provided for in the order of priority as provided by law. The fair market value of the remaining assets of the Fund or Underlying Fund shall then be determined by the Sponsor. Thereupon, the assets of the Fund or Underlying Fund shall be distributed pro rata to the Shareholders in accordance with their Shares.
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Authorized Purchasers
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A list of Authorized Purchasers is available from the Distributor. Authorized Purchasers must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required to register as broker-dealers to engage in securities transactions, and (2) DTC Participants. To become an Authorized Purchaser, a person must enter into an Authorized Purchaser Agreement with the Sponsor.
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WHAT ARE THE RISK FACTORS INVOLVED WITH AN
INVESTMENT IN THE FUND?
You should consider carefully the risks
described below before making an investment decision. You should also refer to the other information included in this prospectus,
and the Fund’s, the Trust’s and the Sponsor’s financial statements and the related notes as reported in the following
which are incorporated by reference herein: our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and our
current report on Form 8-K, dated April 3, 2013.
Risks Associated With Investing Directly or Indirectly in Agricultural
Commodities
Investing in Commodity Interests subjects the Fund to the
risks of the agricultural commodities markets, and this could result in substantial fluctuations in the price of the Fund’s
Shares.
The Fund is subject to the risks and hazards
of the agricultural commodities markets because it invests indirectly in Commodity Interests. The risks and hazards that
are inherent in the agricultural commodities markets may cause the price of those commodities to fluctuate widely. If the
changes in percentage terms of the Fund’s Shares accurately track the percentage changes in the Underlying Funds’
Benchmark or the spot price of corn, wheat, soybeans and sugar, the price of the Shares will fluctuate.
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The price and availability of agricultural commodities is influenced by economic and industry conditions, including but not limited to supply and demand factors such as: crop disease; weed control; water availability; various planting, growing, or harvesting problems; severe weather conditions such as drought, floods, heavy rains, frost, or natural disasters that are difficult to anticipate and that cannot be controlled. The U.S. prices of certain agricultural commodities such as soybeans and sugar are subject to risks relating to the growth of such commodities in foreign countries, such as: uncontrolled fires (including arson); challenges in doing business with foreign companies; legal and regulatory restrictions; transportation costs; interruptions in energy supply; currency exchange rate fluctuations; and political and economic instability. Additionally, demand for agricultural commodities is affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends.
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Agricultural commodity production is subject to United States and foreign policies and regulations that materially affect operations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, and industry profitability. Additionally, commodity production is affected by laws and regulations relating to, but not limited to, the sourcing, transporting, storing and processing of agricultural raw materials as well as the transporting, storing and distributing of related agricultural products. Agricultural commodity producers also may need to comply with various environmental laws and regulations, such as those regulating the use of certain pesticides, and local laws that regulate the production of genetically modified crops. In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.
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Seasonal fluctuations in the price of agricultural commodities may cause risk to an investor because of the possibility that Share prices will be depressed because of the relevant harvest cycles. In the futures market, fluctuations are typically reflected in contracts expiring in the harvest season (
i.e.
, in the case or corn and soybeans, contracts expiring during the fall are typically priced lower than contracts expiring in the winter and spring, while in the case of wheat and sugar, contracts expiring during the spring and early summer are typically priced lowest). Thus, seasonal fluctuations could result in an investor incurring losses upon the sale of Fund Shares, particularly if the investor needs to sell Shares when an Underlying Fund’s Benchmark Component Futures Contracts are, in whole or part, Futures Contracts expiring in the harvest season for the Specified Commodity.
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Risks Specific to Corn.
Demand for corn in the United States to produce ethanol has been a significant factor affecting the price of corn. In turn, demand for ethanol generally has tended to increase when the price of gasoline has increased, and has been significantly affected by United States governmental policies designed to encourage the production of ethanol. In addition, because corn is often used as an ingredient in livestock feed, demand for corn is subject to risks associated with the outbreak of livestock disease.
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Risks Specific to Wheat.
Demand for food products made from wheat flour in the United States is relatively unaffected by changes in wheat prices or disposable income, but is closely tied to tastes and preferences. For example, in recent years the increase in the popularity of low-carbohydrate diets caused the consumption of wheat flour to decrease rapidly before rebounding somewhat after 2005. Export demand for wheat fluctuates yearly, based largely on crop yields in the importing countries.
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Risks Specific to Soybeans.
The increased production of soybean crops in South America and the rising demand for soybeans in emerging nations such as China and India have increased competition in the soybean market. Like the conversion of corn into ethanol, soybeans can be converted into biofuels such as biodiesel. Accordingly, the soybean market has become increasingly affected by demand for biofuels and related legislation. The supply of soybeans could be reduced by the spread of soybean rust, a wind-borne fungal disease. Although soybean rust can be killed with chemicals, chemical treatment increases production costs for farmers. Finally, because processing soybean oil can create trans-fats, the demand for soybean oil may decrease due to heightened governmental regulation of trans-fats or trans-fatty acids. The U.S. Food and Drug Administration currently requires food manufacturers to disclose levels of trans-fats contained in their products, and various local governments have enacted or are considering restrictions on the use of trans-fats in restaurants.
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Risks Specific to Sugar.
The spread of consumerism and the rising affluence of emerging nations such as China and India have created demand for sugar. An influx of people in developing countries moving from rural to urban areas may create more disposable income to be spent on sugar products, and might also reduce sugar production in rural areas on account of worker shortages, all of which could result in upward pressure on sugar prices. On the other hand, public health concerns regarding obesity, heart disease and diabetes, particularly in developed countries, may reduce demand for sugar. In light of the time it takes to grow sugarcane and sugar beets and the cost of new facilities for processing these crops, it may not be possible to increase supply quickly or in a cost-effective manner in response to an increase in demand.
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The Underlying Funds’ Benchmarks are not designed to
correlate exactly with the spot price of the corresponding Specified Commodity and this could cause the changes in the price of
an Underlying Fund’s shares to substantially vary from the changes in the spot price of the Specified Commodity. Therefore,
you may not be able to effectively use the Fund to hedge against commodity-related losses or to indirectly invest in agricultural
commodities.
The Benchmark Component Futures Contracts that
the Underlying Funds invest in reflect the price of a Specified Commodity for future delivery, not the current spot price of the
Specified Commodity, so at best the correlation between changes in such Futures Contracts and the spot price of the Specified Commodity
will be only approximate. Weak correlation between an Underlying Fund’s Benchmark and the spot price of the corresponding
Specified Commodity may result from the typical seasonal fluctuations in commodity prices discussed above. Imperfect correlation
may also result from speculation in Commodity Interests, technical factors in the trading of Futures Contracts, and expected inflation
in the economy as a whole. If there is a weak correlation between an Underlying Fund’s Benchmark and the spot price
of its corresponding Specified Commodity, then the price of the Shares may not accurately track the spot price of the Specified
Commodities and you may not be able to effectively use the Fund as a way to hedge the risk of losses in your commodity-related
transactions or as a way to indirectly invest in agricultural commodities.
Changes in the Fund’s NAV may not correlate well with
changes in the Underlying Fund Average, and changes in the Underlying Funds’ NAVs may not correlate well with changes in
their Benchmarks. If this were to occur, you may not be able to effectively use the Fund as a way to hedge against commodity-related
losses or as a way to indirectly invest in agricultural commodities.
The Sponsor endeavors to invest the Fund’s
assets as fully as possible in the Underlying Funds so that the changes in percentage terms in the Fund’s NAV closely correlate
with the changes in percentage terms in the Underlying Fund Average. The Sponsor also endeavors to invest the Underlying
Funds’ assets as fully as possible in Commodity Interests so that the changes in percentage terms in the Underlying Funds’
NAVs closely correlate with the changes in percentage terms in their respective Benchmarks. However, changes in the Fund’s
NAV may not correlate with the changes in the Underlying Fund Average and changes in the Underlying Funds’ NAV may not correlate
with the changes in their Benchmarks for various reasons, including those set forth below:
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The Fund may not be able to maintain its targeted 25% allocation to each Underlying Fund at all times. Furthermore, the Fund acquires shares of the Underlying Funds in the secondary market at their market prices, not at their NAV, so any changes in the value of the Fund’s holdings in the Underlying Funds may not match changes in the Underlying Funds’ NAVs.
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The Underlying Funds do not intend to invest only in the Benchmark Component Futures Contracts. While an Underlying Fund’s investments in Futures Contracts other than its Benchmark Component Futures Contracts, Cleared Swaps and Other Commodity Interests would be for the purpose of causing the Underlying Fund’s performance to track that of its Benchmark most effectively and efficiently. The performance of these Commodity Interests may not correlate well with the performance of the Underlying Funds’ Benchmark Component Futures Contracts, resulting in a greater potential for error in tracking price changes in those Futures Contracts. Additionally, if the trading market for certain Futures Contracts is suspended or closed, an Underlying Fund may not be able to purchase its investments at the last reported price for such investments.
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The Fund and Underlying Funds incur certain expenses in connection with their operations, and the Underlying Funds hold most of their assets (other than Commodity Interests) in income-producing, short-term securities for margin and other liquidity purposes and to meet redemptions that may be necessary on an ongoing basis. These expenses and income cause imperfect correlation between changes in the Fund’s NAV and changes in the Underlying Fund Average and between changes in the NAVs of the Underlying Funds and their respective Benchmarks. Your cost of investing in the Fund will be higher than the cost of investing directly in the Underlying Funds’ shares.
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The Sponsor may not be able to invest an Underlying Fund’s assets in Commodity Interests having an aggregate notional amount exactly equal to the Underlying Fund’s NAV. As a standardized contract, a single Futures Contract or Cleared Swap is for a specified amount of a Specified Commodity, and the Underlying Fund’s NAV and the proceeds from the sale of a creation basket of an Underlying Fund is unlikely to be an exact multiple of that amount. In such case, the Underlying Fund could not invest the entire proceeds from the purchase of the creation basket in such Futures Contracts. (For example, assuming the Underlying Fund receives $5,000,000 for the sale of Creation Baskets and that the value (
i.e.
, the notional amount) of a Futures Contract relating to the Underlying Fund’s Specified Commodity is $35,000, the Underlying Fund could only enter into 142 Futures Contracts with an aggregate value of $4,970,000). While an Underlying Fund may be better able to achieve the exact amount of exposure to the market for its Specified Commodity through the use of over-the-counter Other Commodity Interests, there is no assurance that the Sponsor will be able to continually adjust the Underlying Fund’s exposure to such Other Commodity Interests to maintain such exact exposure. Furthermore, as noted above, the use of Other Commodity Interests may itself result in imperfect correlation with an Underlying Fund’s Benchmark.
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There may be more or less correlation between an Underlying Fund’s NAV and its Benchmark as the Underlying Fund’s assets increase. On the one hand, as an Underlying Fund grows it should be able to
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invest in Futures Contracts with notional amounts that are closer on a percentage basis to the Underlying Fund’s NAV. For example, if the Underlying Fund’s NAV is equal to 4.9 times the value of a single Futures Contract, it can purchase only four futures contracts, which would cause only 81.6% of the Underlying Fund’s assets to be exposed to the market for the Specified Commodity. On the other hand, if the Underlying Fund’s NAV is equal to 100.9 times the value of a single Futures Contract, it can purchase 100 such contracts, resulting in 99.1% exposure. However, at certain asset levels, an Underlying Fund may be limited in its ability to purchase Futures Contracts due to position limits imposed by the CFTC or position limits or accountability levels imposed by the relevant exchanges. In such instances, the Underlying Fund would likely invest to a greater extent in Commodity Interests that are not subject to these position limits or accountability levels. To the extent that an Underlying Fund invests in Cleared Swaps and Other Commodity Interests, the correlation between the Underlying Fund’s NAV and its Benchmark may be lower. In certain circumstances, position limits or accountability levels could limit the number of Creation Baskets that will be sold.
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If changes in the Fund’s NAV do not correlate
with changes in the Underlying Fund Average or changes in the Underlying Funds’ NAVs do not correlate with changes in their
respective Benchmarks, then investing in the Fund may not be an effective way to hedge against commodity-related losses or indirectly
invest in agricultural commodities.
Changes in the price of the Fund’s Shares on the NYSE
Arca may not correlate perfectly with changes in the NAV of the Fund’s or the Underlying Funds’ Shares. If these
variations occur, then you may not be able to effectively use the Fund to hedge against commodity-related losses or to indirectly
invest in agricultural commodities.
While it is expected that the trading prices
of the Shares will fluctuate in accordance with the changes in the Fund’s NAV, the prices of Shares may also be influenced
by other factors, including the supply of and demand for the Shares, whether for the short term or the longer term. There
is no guarantee that the Shares will not trade at appreciable discounts from, and/or premiums to, the Fund’s NAV. Even
if the market price of an Underlying Fund closely tracks changes in its NAV, there is no guarantee that the market price of the
Fund will similarly closely track changes in the NAVs of the Underlying Funds. This could cause the changes in the price
of the Shares to substantially vary from the changes in the spot prices of the Specified Commodities, even if an Underlying Fund’s
NAV were closely tracking movements in the spot price of the Specified Commodity. If this occurs, you may not be able to
effectively use the Fund to hedge the risk of losses in your commodity-related transactions or to indirectly invest in agricultural
commodities.
The Fund or an Underlying Fund may experience a loss if it
is required to sell Treasury Securities or cash equivalents at a price lower than the price at which they were acquired.
If the Fund or an Underlying Fund is required
to sell Treasury Securities or cash equivalents at a price lower than the price at which they were acquired, the Fund will experience
a loss. This loss may adversely impact the price of the Shares and may decrease the correlation between the price of the
Shares, the Underlying Fund Average, the Underlying Funds’ Benchmarks and the spot prices of the Specified Commodities.
The value of Treasury Securities and other debt securities generally moves inversely with movements in interest rates. The
prices of longer maturity securities are subject to greater market fluctuations as a result of changes in interest rates.
While the short-term nature of the Fund’s and Underlying Funds’ investments in Treasury Securities and cash equivalents
should minimize the interest rate risk to which the Fund is subject, it is possible that the Treasury Securities and cash equivalents
held by the Fund and the Underlying Funds will decline in value.
Certain of the Fund’s and Underlying Funds’ investments
could be illiquid, which could cause large losses to investors at any time or from time to time.
The Fund and Underlying Funds may not always
be able to liquidate their positions in the investments at the desired price for reasons including, among others, insufficient
trading volume, limits imposed by exchanges or other regulatory organizations, or lack of liquidity. As to the Fund’s
investments in the Underlying Funds, the Underlying Funds are relatively new and may have trading volumes that are insufficient
for the needs of the Fund.
As to Futures Contracts, it may be difficult to execute a trade
at a specific price when there is a relatively small volume of buy and sell orders in a market. Limits imposed by futures
exchanges or other regulatory organizations, such as position limits, accountability levels and price fluctuation limits, may contribute
to a lack of liquidity with respect to some exchange-traded Commodity Interests. In addition, over-the-counter Commodity
Interests may be illiquid because they are contracts between two parties and generally may not be transferred by one party to a
third party without the counterparty’s consent. Conversely, a counterparty may give its consent, but an Underlying
Fund may still not be able to transfer an over-the-counter Commodity Interest to a third party due to concerns regarding the counterparty’s
credit risk.
A market disruption, such as a foreign government
taking political actions that disrupt the market in its currency, its commodity production or exports, or in another major export,
can also make it difficult to liquidate a position. Unexpected market illiquidity may cause major losses to investors at
any time or from time to time. In addition, the Fund and the Underlying Funds do not intend at this time to establish a credit
facility, which would provide an additional source of liquidity, but instead will rely only on the Treasury Securities, cash and/or
cash equivalents that they hold to meet their liquidity needs. The anticipated large value of the positions in Commodity
Interests that the Sponsor will acquire or enter into for the Underlying Funds increases the risk of illiquidity. Because
Commodity Interests may be illiquid, the Underlying Funds’ holdings may be more difficult to liquidate at favorable prices
in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated.
If the nature of the participants in the futures market shifts
such that commodity purchasers are the predominant hedgers in the market, the Underlying Funds might have to reinvest at higher
futures prices or choose Other Commodity Interests.
The changing nature of the participants in the
market for an agricultural commodity will influence whether futures prices are above or below the expected future spot price.
Commodity producers will typically seek to hedge against falling prices by selling Futures Contracts. Therefore, if producers
become the predominant hedgers in the futures market for a particular commodity, prices of Futures Contracts for that commodity
will typically be below expected future spot prices. Conversely, if the predominant hedgers in the futures market are the
purchasers of the commodity who purchase Futures Contracts to hedge against a rise in prices, prices of Futures Contracts for that
commodity will likely be higher than expected future spot prices. This can have significant implications for the Underlying
Funds when it is time to sell a Futures Contract that is no longer a Benchmark Component Futures Contract and purchase a new Futures
Contract or to sell a Futures Contract to meet redemption requests. As a result, an Underlying Fund may not be able to track its
Benchmark and this could have a corresponding effect on the tracking of the Fund.
While the Underlying Funds do not intend to take physical
delivery of commodities under their Commodity Interests, the possibility of physical delivery impacts the value of the contracts.
While it is not the current intention of any
Underlying Fund to take physical delivery of commodities under its Commodity Interests, Futures Contracts are traditionally not
cash-settled contracts, and it is possible to take delivery under these and some Other Commodity Interests. Storage costs
associated with purchasing agricultural commodities could result in costs and other liabilities that could impact the value of
Futures Contracts or certain Other Commodity Interests. Storage costs include the time value of money invested in a physical
commodity plus the actual costs of storing the commodity less any benefits from ownership of the commodity that are not obtained
by the holder of a futures contract. In general, Futures Contracts have a one-month delay for contract delivery and the pricing
of back month contracts (the back month is any future delivery month other than the spot month) include storage costs. To
the extent that these storage costs change while an Underlying Fund holds Commodity Interests, the value of the Commodity Interests,
and therefore the Underlying Fund’s NAV, may change as well.
The price relationship between the Underlying Funds’
Benchmark Component Futures Contracts at any point in time and the Futures Contracts that will become the Underlying Funds’
Benchmark Component Futures Contracts on the next roll date will vary and may impact the Fund’s total return and the degree
to which the Fund’s total return tracks that of commodity price indices.
The design of each Underlying Fund’s Benchmark
is such that the Benchmark Component Futures Contracts will change several times a year, and the Underlying Fund’s investments
must be rolled periodically to reflect the changing composition of its Benchmark. For example, when a second-to-expire Futures
Contract becomes a first-to-expire contract, such contract will no longer be a Benchmark Component Futures Contract and the Underlying
Fund’s position in it will no longer be consistent with tracking its Benchmark. In the event of a futures market where
near-to-expire contracts trade at a higher price than longer-to-expire contracts, a situation referred to as “backwardation,”
then absent the impact of the overall movement in prices the value of the Benchmark Component Futures Contracts would tend to rise
as they approach expiration. As a result an Underlying Fund (and, therefore, the Fund) may benefit because it would be selling
more expensive contracts and buying less expensive ones on an ongoing basis. Conversely, in the event of a futures market
where near-to-expire contracts trade at a lower price than longer-to-expire contracts, a situation referred to as “contango,”
then absent the impact of the overall movement in prices the value of the Underlying Funds’ Benchmark Component Futures Contracts
would tend to decline as they approach expiration. As a result the Underlying Fund’s (and the Fund’s) total return
may be lower than might otherwise be the case because it would be selling less expensive contracts and buying more expensive ones.
The impact of backwardation and contango may lead the total return of an Underlying Fund to vary significantly from the total return
of other price references, such as the spot price of its Specified Commodity. In the event of a prolonged period of contango,
and absent the impact of rising or falling prices, this could have a significant negative impact on the Underlying Fund’s
(and the Fund’s) NAV and total return.
Regulation of Commodity Interests and commodity markets is
extensive and constantly changing; future regulatory developments are impossible to predict but may significantly and adversely
affect the Fund and the Underlying Funds.
The regulation of futures contracts and futures
exchanges has historically been comprehensive. The CFTC and the exchanges are authorized to take extraordinary actions in the event
of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements,
the establishment of daily price limits and the suspension of trading.
The futures markets
are subject to comprehensive statutes, regulations and requirements. In addition, the CFTC and the exchanges are authorized to
take extraordinary actions in the event of a market emergency including, for example, the retroactive implementation of speculative
position limits, increased margin requirements, the establishment of daily price limits and the suspension of trading.
The regulation of commodity
interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental
and judicial action. Considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed
in the United States. There is a possibility of future regulatory changes within the United States altering, perhaps to a material
extent, the nature of an investment in the Funds, or the ability of a Fund to continue to implement its investment strategy. In
addition, various national governments outside of the United States have expressed concern regarding the disruptive effects of
speculative trading in the commodities markets and the need to regulate the derivatives markets in general. The effect of any future
regulatory change on the Funds is impossible to predict but could be substantial and adverse.
The Dodd-Frank Act which was enacted in response
to the economic crisis of 2008 and 2009, significantly alters the regulatory regime to which the securities and commodities markets
are subject. In particular, the Dodd-Frank Act alters the regulation of commodity interests. Provisions of the new law include
the requirement that position limits be established on a wide range of commodity interests, including energy-based, metal and agricultural
commodity futures contracts, options on such futures contracts and cleared and uncleared swaps that are economically equivalent
to such futures contracts and options (“Reference Contracts”); new registration and recordkeeping requirements for
swap market participants; capital and margin requirements for “swap dealers” and “major swap participants,”
as determined by the new law and applicable regulations; and the mandatory use of clearinghouse mechanisms for sufficiently standardized
swap transactions that are currently entered into in the over-
the-counter market. On November 28, 2012 the CFTC issued its
final clearing determination requiring that certain credit default swaps and interest rate swaps be cleared by registered derivatives
clearing organizations (DCOs). This is the CFTC’s first clearing determination under the Dodd-Frank Act and became effective
February 11, 2013. On March 11, 2013, “swap dealers,” “major swap participants,” and certain active funds
will be required to clear certain credit default swaps and interest rate swaps. Determinations on other types of swaps are expected
in the future, and, when finalized, could require the Fund to centrally clear over-the-counter instruments presently entered into
and settled on a bi-lateral basis.
The Fund may engage in off exchange transactions
broadly called an “exchange for risk” transaction, also referred to as an “exchange for swap.” For purposes
of the Dodd-Frank Act and related CFTC rules, an “exchange for risk” transaction is treated as a “swap.”
As more fully described in the section entitled “Other Trading Policies of the Fund,” the Fund may engage in “exchange
for risk” transactions.
In late 2011, the CFTC adopted rules that
impose new position limits on Reference Contracts involving 28 energy, metals and agricultural commodities (the “Position
Limit Rules”). The Position Limit Rules were scheduled to become effective on October 12, 2012. However, on September 28,
2012, the United States District Court for the District of Columbia vacated these regulations on the basis of ambiguities in the
provisions of the CEA (as modified by the Dodd-Frank Act) upon which the regulations were based. In its September 28th decision,
the court remanded the Position Limit Rules to the CFTC with instructions to use its expertise and experience to resolve the ambiguities
in the statute. On November 15, 2012, the CFTC indicated that it will move forward with an appeal of the District Court’s
decision to vacate the Position Limit Rules. At this time, it is not possible to predict how the CFTC’s appeal could affect
the Fund, but it may be substantial and adverse. Furthermore, until such time as the appeal is resolved or, if applicable revisions
to the Position Limit Rules are proposed and adopted, the regulatory architecture in effect prior to the enactment of the Position
Limit Rules will govern transactions in commodities and related derivatives. Under that system, the CFTC enforces federal limits
on speculation in agricultural products (e.g., corn, wheat and soy), while futures exchanges enforce accountability levels for
agricultural and certain energy products (e.g., oil and gas). As a result, the Fund may be limited with respect to the size of
its investments in any commodities subject to these limits. Finally, subject to certain narrow exceptions, the vacated Position
Limit Rules would have required the aggregation, for purposes of the position limits, of all positions in the 28 Reference Contracts
held by a single entity and its affiliates, regardless of whether such positions existed on U.S. futures exchanges, non-U.S. futures
exchanges, in cleared swaps or in over-the-counter swaps. The CFTC is presently considering new aggregation rules, under a rulemaking
proposal that is distinct from the Position Limit Rules. At this time, it is unclear how any modified aggregation rules may affect
the Fund, but it may be substantial and adverse. By way of example, the aggregation rules in combination with any potential revised
Position Limit Rules may negatively impact the ability of the Fund to meet its investment objectives through limits that may inhibit
the Sponsor’s ability to sell additional Creation Baskets of the Fund.
The CFTC, along with the SEC and other federal
regulators, has been tasked with developing the rules and regulations enacting the provisions noted above. To date, the CFTC has
issued proposed versions of all of the rules it is required to promulgate under the Dodd-Frank Act, but it continues to issue proposed
versions of additional rules that it has authority to promulgate.
In addition, the CFTC has begun to issue
final rules under the Dodd-Frank Act, including rules relating to recordkeeping and reporting of swap transactions, mandatory clearing
of certain classes of credit default swaps and interest rate swaps, as well as the definition of key terms such as “swap”
and “swap dealer.” Final rules are likely to continue to be adopted throughout 2013.
The CFTC published final rules on February
17, 2012 and April 3, 2012 that require “swap dealers” and "major swap participants” to: 1) adhere to business
conduct standards, 2) implement policies and procedures to ensure compliance with the Commodity Exchange Act and 3) maintain records
of such compliance. These new requirements may impact the documentation requirements for both cleared and non-cleared swaps and
cause swap dealers and major swap participants to face increased compliance costs that, in turn, may be passed along to counterparties,
such as the Funds, in the form of higher fees and expenses that relate to trading swaps.
On December 18, 2012, the CFTC deferred the
compliance date for many of the Dodd-Frank's external business conduct standards from December 31, 2012 to May 1, 2013, and for
some requirements to July 1, 2013, providing swap dealers an additional 4 to 6 months from the original compliance date.
On December 5, 2012, the CFTC's Division
of Market Oversight issued a letter providing swap dealers with time-limited no-action relief from swap data reporting obligations
with respect to equity swaps, foreign exchange swaps and other commodity swaps. For these asset classes, the letter provides swap
dealers with reporting relief (i) with respect to real-time price reporting and regular swap reporting (under Part 43 and Part
45 of the CFTC's regulations, respectively), until February 28, 2013, and (ii) historical swap reporting requirements (under Part
46 of the CFTC's regulations) until March 30, 2013.
On December 21, 2012 the CFTC's Division
of Market Oversight issued two letters providing certain swap dealers with time-limited no-action relief from some swap data reporting
obligations. One letter provides relief from reporting requirements for branches of swap dealers located in emerging markets who
encounter technical difficulties in complying with the reporting rules. The letter also provides that swap dealers may delay reporting
compliance for certain complex and exotic swaps until April 30, 2013.
Under a second letter, all swap dealers have
until April 10, 2013 to report certain information about their counterparties, including: status as a major swap participant, a
financial entity, a U.S. Person or a commercial end-user.
The effect of future regulatory change on
the Fund, and the exact timing of such changes, is impossible to predict but it may be substantial and adverse. Specifically, the
new law, the rules that have been promulgated thereunder, and the rules that are expected to be promulgated may negatively impact
the ability of the Fund to meet its investment objectives, either through position limits or requirements imposed on it and/or
on their counterparties. In particular, new position limits imposed on the Fund or any counterparties may impact the ability of
the Fund to invest in a manner that most efficiently meets its investment objective. New requirements, including capital imposed
on the counterparties of the Fund and the mandatory clearing and margining of swaps, may increase the cost of the Fund’s
investments and doing business.
In addition, considerable
regulatory attention has recently been focused on non-traditional publicly distributed investment pools such as the Fund. Furthermore,
various national governments have expressed concern regarding the disruptive effects of speculative trading in certain commodity
markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on the Fund is
impossible to predict, but could be substantial and adverse.
If you are investing
in the Fund for purposes of hedging, you might be subject to several risks, including the possibility of losing the benefit of
favorable market movements.
Producers and commercial users of agricultural
commodities may use the Fund as a vehicle to hedge the risk of losses in their commodity-related transactions. There are
several risks in connection with using the Fund as a hedging device. While hedging can provide protection against an adverse
movement in market prices, it can also preclude a hedger’s opportunity to benefit from a favorable market movement.
For instance, in a hedging transaction the hedger may be a user of a commodity concerned that the hedged commodity will increase
in price, but must recognize the risk that the price may instead decline. If this happens, the hedger will have lost the
benefit of being able to purchase the commodity at the lower price because the hedging transaction will result in a loss that would
offset (at least in part) this benefit. Thus, the hedger foregoes the opportunity to profit from favorable price movements. In
addition, if the hedge is not a perfect one, the hedger can lose on the hedging transaction and not realize an offsetting gain
in the value of the underlying item being hedged.
When using Commodity Interests for hedging purposes,
at best the correlation between changes in prices of Futures Contracts and of the items being hedged can only be approximate. The
degree of imperfection of correlation depends upon circumstances such as: variations in speculative markets, demand for futures
and for commodity products, technical influences in futures trading, and differences between anticipated costs being hedged and
the instruments underlying the standard Futures Contracts available for trading. Even a well-conceived hedge may be unsuccessful
to some degree because of unexpected market behavior as well as the expenses associated with creating the hedge.
In addition, using an investment in the Fund
as a hedge for changes in food costs generally may not be successful because changes in the price of the commodities in the Underlying
Funds may vary substantially from
changes in the prices of other food products. In addition,
the price of these agricultural commodities and the Fund’s NAV would not reflect the refining, transportation, and other
costs that are specific to the hedger.
An investment in the Fund may provide you little or no diversification
benefits. Thus, in a declining market, the Fund may have no gains to offset your losses from other investments, and you may
suffer losses on your investment in the Fund at the same time you incur losses with respect to other asset classes.
We cannot predict to what extent the performance
of the Commodity Interests of the Underlying Funds Interests will or will not correlate to the performance of other broader asset
classes such as stocks and bonds. If the performance of the Fund or the Underlying Funds were to move more directly with
the financial markets, you will obtain little or no diversification benefits from an investment in the Shares. In such a
case, the Fund may have no gains to offset your losses from other investments, and you may suffer losses on your investment in
the Fund at the same time you incur losses with respect to other investments.
Variables such as drought, floods, weather,
embargoes, tariffs and other political events may have a larger impact on commodity and Commodity Interest prices than on traditional
securities and broader financial markets. These additional variables may create additional investment risks that subject
the Underlying Funds’ and, therefore, the Fund’s investments to greater volatility than investments in traditional
securities.
Lower correlation should not be confused with
negative correlation, where the performance of two asset classes would be opposite of each other. There is no historic evidence
that the spot price of agricultural commodities and prices of other financial assets, such as stocks and bonds, are negatively
correlated. In the absence of negative correlation, the Underlying Funds, and therefore the Fund, cannot be expected to be
automatically profitable during unfavorable periods for the stock market, or vice versa.
The Fund’s Operating Risks
The Fund and the Underlying Funds are not registered investment
companies, so you do not have the protections of the Investment Company Act of 1940.
Neither the Fund nor the Underlying Funds are
investment companies subject to the Investment Company Act of 1940. Accordingly, you do not have the protections afforded
by that statute which, for example, requires investment companies to have a board of directors with a majority of disinterested
directors and regulates the relationship between the investment company and its investment manager.
The Sponsor has limited experience operating commodity pools.
While certain of the Sponsor’s principals
and employees have experience with investing in Commodity Interests, the Sponsor was formed for the purpose of sponsoring the Trust
and serving as the Teucrium Funds’ commodity pool operator and has limited experience operating commodity pools. If
the experience of the Sponsor and its management is not adequate or suitable, the operation and performance of the Fund may be
adversely affected. The Sponsor currently sponsors seven Teucrium Funds all of which have commenced operations as of the date hereof,
but none of the Teucrium Funds had commenced operations prior to June 9, 2010.
In light of this limited experience, each
of the Teucrium Funds has limited past performance available for your review. Furthermore, the past performance of the
other Teucrium Funds will not necessarily reflect their future performance or the future performance of this Fund. If
the experience of the Sponsor and its management is not adequate or suitable, the operation and performance of the Fund may be
adversely affected.
The Sponsor is leanly staffed and relies heavily on key personnel
to manage trading activities.
In managing and directing the day-to-day
activities and affairs of the Fund, the Sponsor relies almost entirely on a small number of individuals, including Mr. Sal Gilbertie,
Mr. Dale Riker, Mr. Steve Kahler and Ms. Barbara Riker. If Mr. Gilbertie, Mr. Riker, Mr. Kahler or Ms. Riker were to
leave or be unable to carry out their present responsibilities, it may have an adverse effect on the management of the Fund. To
the extent that the Sponsor establishes additional commodity pools, even greater demands will be placed on these individuals.
The Sponsor has limited capital and may be unable to continue
to manage the Fund if it sustains continued losses.
The Sponsor was formed for the purpose
of managing the Trust, including the Fund, the other Teucrium Funds, and any other fund that may be formed as a series of the Trust
in the future, and has been provided with capital primarily by its principals and a small number of outside investors. If
the Sponsor operates at a loss for an extended period, its capital will be depleted and it may be unable to obtain additional financing
necessary to continue its operations. If the Sponsor were unable to continue to provide services to the Fund, the Fund would
be terminated if a replacement sponsor could not be found.
Position limits, accountability levels and daily price fluctuation
limits set by the CFTC and the exchanges have the potential to cause tracking error, which could cause the price of Underlying
Fund shares to substantially vary from their respective Benchmarks and prevent you from being able to effectively use the Fund
as a way to hedge against commodity-related losses or as a way to indirectly invest in agricultural commodities.
The CFTC and U.S. designated contract
markets may establish position limits on the maximum net long or net short futures contracts in commodity interests that any person
or group of persons under common trading control (other than as a hedge meeting certain requirements, which an investment by the
Fund is not) may hold, own or control. Specifically, the CFTC has established position limits for Futures Contracts related
to corn, wheat and soybeans. For example, the current position limit for investments at any one time in Corn Futures Contracts
are 600 spot month contracts, 33,000 contracts expiring in any other single month, and 33,000 total for all months. Cleared Corn
Swaps are subject to position limits that are substantially identical to, but measured separately from, the limits on Corn Futures
Contracts. These position limits are fixed ceilings that the Fund would not be able to exceed without specific CFTC authorization.
In late 2011, the CFTC adopted
rules that impose new position limits on Reference Contracts involving 28 energy, metals and agricultural commodities (the “Position
Limit Rules”). The Position Limit Rules were scheduled to become effective on October 12, 2012. However, on September 28,
2012, the United States District Court for the District of Columbia vacated these regulations on the basis of ambiguities in the
provisions of the CEA (as modified by the Dodd-Frank Act) upon which the regulations were based. In its September 28th decision,
the court remanded the Position Limit Rules to the CFTC with instructions to use its expertise and experience to resolve the ambiguities
in the statute. On November 15, 2012, the CFTC indicated that it will move forward with an appeal of the District Court’s
decision to vacate the Position Limit Rules. At this time, it is not possible to predict how the CFTC’s appeal could affect
the Fund, but it may be substantial and adverse. Furthermore, until such time as the appeal is resolved or, if applicable revisions
to the Position Limit Rules are proposed and adopted, the regulatory architecture in effect prior to the enactment of the Position
Limit Rules will govern transactions in commodities and related derivatives. Under that system, the CFTC enforces federal limits
on speculation in agricultural products (e.g., corn, wheat and soy), while futures exchanges enforce accountability levels for
agricultural and certain energy products (e.g., oil and gas). As a result, the Fund may be limited with respect to the size of
its investments in any commodities subject to these limits. Finally, subject to certain narrow exceptions, the vacated Position
Limit Rules would have required the aggregation, for purposes of the position limits, of all positions in the 28 Reference Contracts
held by a single entity and its affiliates, regardless of whether such positions existed on U.S. futures exchanges, non-U.S. futures
exchanges, in cleared swaps or in over-the-counter swaps. The CFTC is presently considering new aggregation rules, under a rulemaking
proposal that is distinct from the Position Limit Rules. At this time, it is unclear how any modified aggregation rules may affect
the Fund, but it may be substantial and adverse. By way of example, the aggregation rules in combination with any potential revised
Position Limit Rules may negatively impact the ability of the Fund to meet its investment objectives through limits that may inhibit
the Sponsor’s ability to sell additional Creation Baskets of the Fund.
In addition, U.S. designated contract markets
have established accountability levels on futures contracts and cleared swaps. Accountability levels are not fixed ceilings,
but they are thresholds above which the exchange may exercise greater scrutiny and control over an investor, including limiting
an investor from holding no more
futures contracts or cleared swaps than the amount established
by the accountability level. For example, while there are currently no position limits imposed on Sugar No. 11 Futures Contracts,
such Futures Contracts are subject to an ICE Futures-established accountability levels of 10,000 Futures Contracts for any one
month and 15,000 Futures Contracts for all months combined. It is likely that the CFTC will impose position limits on Sugar
No. 11 Futures Contracts and on cleared and uncleared swaps that are economically equivalent to the Futures Contracts on which
it imposes position limits during 2012. No Underlying Fund intends to invest in any Commodity Interests in excess of
any applicable accountability levels.
In addition to position limits and accountability
levels, the exchanges set daily price fluctuation limits on futures contracts. The daily price fluctuation limit establishes
the maximum amount that the price of futures contracts may vary either up or down from the previous day’s settlement price.
Once the daily price fluctuation limit has been reached in a particular futures contract, no trades may be made at a price beyond
that limit.
For example, the CBOT imposes a $2,000 per
contract price fluctuation limit for Corn Futures Contracts. This limit is initially based off of the previous trading day’s
settlement price. If two or more Corn Futures Contract months within the first five listed non-spot contracts close at the limit,
the daily price limit increases to $3,000 per contract for the next business day.
All of these limits may potentially cause a
tracking error between the price of an Underlying Fund’s shares and its Benchmark. This may in turn prevent you from
being able to effectively use the Fund as a way to hedge against commodity-related losses or as a way to indirectly invest in agricultural
commodities.
The Fund and the Underlying Funds do not intend
to limit the size of their offerings and will attempt to expose substantially all of their proceeds to the agricultural commodities
market either directly through Commodity Interests or, in the case of the Fund, indirectly through the Underlying Funds.
If an Underlying Fund encounters position limits or price fluctuation limits for Futures Contracts and/or Cleared Swaps on U.S.
exchanges, it may then, if permitted under applicable regulatory requirements, purchase Other Commodity Interests and/or Futures
Contracts listed on foreign exchanges. However, the Futures Contracts available on such foreign exchanges may have different
underlying sizes, deliveries, and prices than the Underlying Funds’ Benchmark Component Futures Contracts. In addition,
the Futures Contracts available on these exchanges may be subject to their own position limits or similar restrictions. In
any case, notwithstanding the potential availability of these instruments in certain circumstances, position limits could force
the Fund and the Underlying Funds to limit the number of Creation Baskets that they sell.
There are no independent advisers representing Fund investors.
The Sponsor has consulted with legal counsel,
accountants and other advisers regarding the formation and operation of the Trust and Fund. No counsel has been appointed
to represent you in connection with the offering of Shares. Accordingly, you should consult your own legal, tax and financial
advisers regarding the desirability of an investment in the Shares.
There are technical and fundamental risks inherent
in the trading system the Sponsor intends to employ.
The Sponsor’s trading system is
quantitative in nature and it is possible that the Sponsor may make errors. In addition, it is possible that a computer or software
program may malfunction and cause an error in computation.
The Fund and the Sponsor may have conflicts of interest,
which may cause them to favor their own interests to your detriment.
The Fund and the Sponsor may have inherent conflicts
to the extent the Sponsor attempts to maintain the asset size of the Underlying Funds in order to preserve its fee income and this
may not always be consistent with the Fund’s objective of having the value of its Shares’ NAV track changes in the
Underlying Fund Average. The Sponsor’s officers and employees do not necessarily devote their time exclusively to the
Fund or the Underlying Funds. These persons may be directors, officers or employees of other entities and thus could have
a conflict
between their responsibilities to the Fund and the Underlying Funds
on the one hand and to those other entities on the other.
In addition, the Sponsor’s principals,
officers or employees may trade securities and futures and related contracts for their own accounts. A conflict of interest
may exist if their trades are in the same markets and occur at the same time as the Fund or an Underlying Fund trades using the
clearing broker to be used by the Fund. A potential conflict also may occur if the Sponsor’s principals, officers or
employees trade their accounts more aggressively or take positions in their accounts that are opposite or ahead of the positions
taken by the Underlying Funds.
The
Sponsor has sole current authority to manage the investments and operations of the Fund and the Underlying Funds, and this may
allow it to act in a way that furthers its own interests and conflicts with your best interests. Shareholders have very limited
voting rights that will limit their ability to influence matters such as amendment of the Trust Agreement, changes in the Fund’s
basic investment policies, dissolution of the Fund, or the sale or distribution of the Fund’s assets.
Shareholders have only very limited voting rights and generally
will not have the power to replace the Sponsor. Shareholders will not participate in the management of the Fund and do not
control the Sponsor so they will not have influence over basic matters that affect the Fund.
Shareholders will have very limited voting rights
with respect to the Fund’s affairs. Shareholders may elect a replacement Sponsor only if the current Sponsor resigns
voluntarily or loses its corporate charter. Shareholders will not be permitted to participate in the management or control
of the Fund or the conduct of its business. Furthermore, any voting rights on Underlying Fund shares held by the Fund will
be exercised by the Sponsor, generally without seeking advice or voting instructions from Fund Shareholders. Shareholders
must therefore rely upon the duties and judgment of the Sponsor to manage the Fund’s and the Underlying Funds’ affairs.
The Sponsor may manage a large amount of assets and this could
affect the Fund’s ability to trade profitably.
Increases in assets under management may affect
trading decisions. While the assets of the Fund and those of the Underlying Funds are currently at manageable levels, the
Sponsor does not intend to limit the amount of Fund assets or Underlying Fund assets. The more assets the Sponsor manages
for the Underlying Funds, the more difficult it may be for it to trade profitably because of the difficulty of trading larger positions
without adversely affecting prices and performance, and of managing risk associated with larger positions.
The liability of the Sponsor and the Trustee are limited,
and the value of the Shares will be adversely affected if the Fund is required to indemnify the Trustee or the Sponsor.
Under the Trust Agreement, the Trustee and the
Sponsor are not liable, and have the right to be indemnified, for any liability or expense incurred absent gross negligence or
willful misconduct on the part of the Trustee or Sponsor, as the case may be. That means the Sponsor may require the assets
of the Fund to be sold in order to cover losses or liability suffered by the Sponsor or by the Trustee. Any sale of that
kind would reduce the NAV of the Fund and the value of its Shares.
Although the Shares of the Fund are limited liability investments,
certain circumstances such as bankruptcy could increase a Shareholder’s liability.
The Shares of the Fund are limited liability
investments; Shareholders may not lose more than the amount that they invest plus any profits recognized on their investment.
However, Shareholders could be required as a matter of bankruptcy law, to return to the estate of the Fund any distribution they
received at a time when the Fund was in fact insolvent or in violation of its Trust Agreement.
You
cannot be assured of the Sponsor’s continued services, and discontinuance may be detrimental to the Fund.
You cannot be assured that the Sponsor will
be willing or able to continue to service the Fund or the Underlying Funds for any length of time. The Sponsor was formed
for the purpose of sponsoring the Fund, the
Underlying Funds and other commodity pools, and has limited financial
resources and no significant source of income apart from its management fees from such commodity pools to support its continued
service for the Fund and the Underlying Funds. If the Sponsor discontinues its activities on behalf of the Fund or an Underlying
Fund, the Fund may be adversely affected. If the Sponsor’s registrations with the CFTC or memberships in the NFA were
revoked or suspended, the Sponsor would no longer be able to provide services to the Fund or the Underlying Funds.
The Fund could terminate at any time and cause the liquidation
and potential loss of your investment and could upset the overall maturity and timing of your investment portfolio.
The Fund may terminate at any time, regardless
of whether the Fund has incurred losses, subject to the terms of the Trust Agreement. For example, the dissolution or resignation
of the Sponsor would cause the Trust to terminate unless the Teucrium Funds’ shareholders, holding a majority of the outstanding
shares of the Fund; and each other fund that is a series of the Trust, voting together as a single class, elect within 90 days
of the event to continue the Trust and appoint a successor Sponsor. In addition, the Sponsor may terminate the Fund if it
determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the
Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate the Fund. The Fund’s
termination would result in the liquidation of its investments and the distribution of its remaining assets to the Shareholders
on a pro rata basis in accordance with their Shares, and the Fund could incur losses in liquidating its investments in connection
with a termination. Termination could also negatively affect the overall maturity and timing of your investment portfolio.
Termination of an Underlying Fund could result in a change
in the nature of your investment in the Fund.
The Sponsor may terminate an Underlying Fund
for any of the reasons that it may terminate the Fund. If an Underlying Fund is terminated, the Sponsor may invest the Fund’s
assets directly in Commodity Interests in the Specified Commodity, but it is not obligated to do so. The Sponsor also might
choose to allocate the assets of the Fund that had been invested in the terminated Underlying Fund among the remaining Underlying
Funds or to invest such assets in another commodity pool investing in another commodity. While you will generally receive
notice of these fundamental changes, you will not have voting rights with respect to them or other ability to influence the Sponsor’s
decision.
The NYSE Arca may halt trading in the Shares of the Fund or
the shares of an Underlying Fund which would adversely impact your ability to sell Shares.
Trading in Shares of the Fund or shares of an
Underlying Fund may be halted due to market conditions or, in light of NYSE Arca rules and procedures, for reasons that, in the
view of the NYSE Arca, make trading in Shares of the Fund or shares of an Underlying Fund inadvisable. In addition, trading is
subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that require
trading to be halted for a specified period based on a specific market decline. There can be no assurance that the requirements
necessary to maintain the listing of the Shares of the Fund or the shares of an Underlying Fund will continue to be met or will
remain unchanged. The Fund will be terminated if its Shares are delisted.
The lack of active trading markets for the Shares of the Fund
or shares of an Underlying Fund may result in losses on your investment in the Fund at the time of disposition of your Shares.
Although the Shares of the Fund will be listed
and traded on the NYSE Arca, there can be no guarantee that an active trading market for the Shares of the Fund or the shares of
an Underlying Fund will be maintained. If you need to sell your Shares at a time when no active market for them or the shares of
an Underlying Fund exist, the price you receive for your Shares, assuming that you are able to sell them, likely will be lower
than what you would receive if an active market did exist.
As a Shareholder, you will not have the rights enjoyed by
investors in certain other types of entities.
As interests in separate series of a Delaware
statutory trust, the Shares do not involve the rights normally associated with the ownership of shares of a corporation (including,
for example, the right to bring shareholder oppression and derivative actions). In addition, the Shares have limited voting
and distribution rights (for example,
Shareholders do not have the right to elect directors, as the Trust
does not have a board of directors, and generally will not receive regular distributions of the net income and capital gains earned
by the Fund). Further, the Fund is not subject to certain investor protection provisions of the Sarbanes Oxley Act of 2002
and the NYSE Arca governance rules (for example, audit committee requirements).
A court could potentially conclude that the assets and liabilities
of the Fund are not segregated from those of another series of the Trust, thereby potentially exposing assets in the Fund to the
liabilities of another series.
The Fund is a series of a Delaware statutory
trust and not itself a legal entity separate from the other Teucrium Funds. The Delaware Statutory Trust Act provides that
if certain provisions are included in the formation and governing documents of a statutory trust organized in series and if separate
and distinct records are maintained for any series and the assets associated with that series are held in separate and distinct
records and are accounted for in such separate and distinct records separately from the other assets of the statutory trust, or
any series thereof, then the debts, liabilities, obligations and expenses incurred by a particular series are enforceable against
the assets of such series only, and not against the assets of the statutory trust generally or any other series thereof.
Conversely, none of the debts, liabilities, obligations and expenses incurred with respect to any other series thereof is enforceable
against the assets of such series. The Sponsor is not aware of any court case that has interpreted this inter-series limitation
on liability or provided any guidance as to what is required for compliance. The Sponsor intends to maintain separate and
distinct records for the Fund and account for the Fund separately from any other Trust series, but it is possible a court could
conclude that the methods used do not satisfy the Delaware Statutory Trust Act, which would potentially expose assets in the Fund
to the liabilities of one or more of the Teucrium Funds and/or any other Trust series created in the future.
The Sponsor and the Trustee are not obligated to prosecute
any action, suit or other proceeding in respect of any Fund or Underlying Fund property.
Neither the Sponsor nor the Trustee is obligated
to, although each may in its respective discretion, prosecute any action, suit or other proceeding in respect of any Fund’s
or Underlying Fund’s property. The Trust Agreement does not confer upon Shareholders the right to prosecute any such
action, suit or other proceeding.
The Fund does not expect to make cash distributions.
The Sponsor intends to re-invest any income
and realized gains rather than distributing cash to Shareholders. Therefore, unlike mutual funds, commodity pools or other
investment pools that generally distribute income and gains to their investors, the Fund generally will not distribute cash to
Shareholders. In addition, the Underlying Funds generally will not distribute cash to their shareholders because the Sponsor
reinvests any income and related gains of the Underlying Funds in additional Commodity Interests. As a result, the Fund does not
anticipate receiving cash distributions from the Underlying Funds. You should not invest in the Fund if you will need cash distributions
from the Fund to pay taxes on your share of income and gains of the Fund, if any, or for any other reason. Although the Fund
does not intend to make cash distributions, the income earned from its investments held directly or posted as margin may reach
levels that merit distribution, e.g., at levels where such income is not necessary to support its investments and investors adversely
react to being taxed on such income without receiving distributions that could be used to pay such tax. Cash distributions
may be made in these and similar instances.
There is a risk that the Fund and the Underlying Funds will
not earn gains sufficient to compensate for the fees and expenses that they must pay and as such the Fund may not earn any profit.
While the Fund does not directly pay any
management fees or certain other types of expenses, the Fund does pay certain expenses directly, including certain administrative
and accounting expenses. In addition, the Fund bears a proportionate share of Underlying Fund expenses as a shareholder of
the Underlying Funds. Each Underlying Fund pays management fees at an annual rate of 1.00% of its average net assets, brokerage
charges, over-the-counter spreads and various other expenses of its ongoing operations (e.g., fees of the Administrator, Trustee
and Distributor). Accordingly, the Fund has a total estimated expense ratio, including its proportionate share of Underlying
Fund expenses, of approximately 1.94% of net assets (not including the transaction fees paid by an Authorized Purchaser when purchasing
or redeeming Creation Baskets and spreads on over-the-counter transactions that are built in to the price of the instrument being
purchased or sold). These fees and expenses must
be paid in all events, regardless of whether the Fund’s and
Underlying Funds’ activities are profitable. Accordingly, each of the Underlying Funds must, on a net basis, realize
interest income and/or gains on their Commodity Interests sufficient to cover these fees and expenses before the Underlying Fund
can earn any profit.
If this offering of Shares does not raise sufficient funds
to make the Fund’s future operations viable, the Fund may be forced to terminate and investors may lose all or part of their
investment.
All of the expenses relating to the Fund incurred
prior to the commencement of operations on March 28, 2012 were paid by the Sponsor. These payments by the Sponsor were designed
to allow the Fund the ability to commence the public offering of its Shares. As of the date of this prospectus, the Fund
pays the fees, costs and expenses of its operations. If the Sponsor and the Fund are unable to raise sufficient funds so
that the Fund’s expenses are reasonable in relation to its NAV, the Fund may be forced to terminate and investors may lose
all or part of their investment.
The Fund and the Underlying Funds may incur higher fees and
expenses upon renewing existing or entering into new contractual relationships.
The arrangements between clearing brokers and
counterparties on the one hand and the Fund or an Underlying Fund, as applicable, on the other generally are terminable by the
clearing brokers or counterparty upon notice to the Fund or Underlying Fund, as applicable. In addition, the agreements between
the Fund or an Underlying Fund, as applicable, and its third-party service providers, such as the Distributor and the Custodian,
are generally terminable at specified intervals. Upon termination, the Sponsor may be required to renegotiate or make other
arrangements for obtaining similar services if the Fund or an Underlying Fund intends to continue to operate. Comparable
services from another party may not be available, or even if available, these services may not be available on terms as favorable
as those of the expired or terminated arrangements.
The Fund or the Underlying Funds may miss certain trading
opportunities because they will not receive the benefit of the expertise of independent trading advisors.
The Sponsor does not employ trading advisors
for the Fund or the Underlying Funds; however, it reserves the right to employ them in the future. The only advisor to the
Fund or the Underlying Funds is the Sponsor. A lack of independent trading advisors may be disadvantageous to the Fund and
the Underlying Funds because they will not receive the benefit of the advisors’ expertise.
The net asset value calculation of an Underlying Fund may
be overstated or understated due to the valuation method employed when a settlement price is not available on the date of the net
asset value calculation.
An Underlying Fund’s NAV includes, in
part, any unrealized profits or losses on Commodity Interests. Under normal circumstances, the NAV reflects the settlement
price of open Futures Contracts on the date when the NAV is being calculated as quoted on the applicable exchange. In instances
when the quoted settlement price of Futures Contracts traded on an exchange may not be reflective of fair value based on market
condition, generally due to the operation of daily limits or other rules of the exchange or otherwise, the NAV may not reflect
the fair value of open futures contracts on such date. For purposes of financial statements and reports related to the Fund and
the Underlying Funds, the Sponsor will recalculate the NAV where necessary to reflect the fair value of a Futures Contract when
the Futures Contract closes at its price fluctuation limit for the day.
An unanticipated number of redemption requests during a short
period of time could have an adverse effect on the NAV of the Fund.
If a substantial number of requests for redemption
of Redemption Baskets are received by the Fund during a relatively short period of time, the Fund will generally need to sell shares
of the Underlying Funds, increasing its trading costs. To the extent that the Fund’s sale of Underlying Fund shares
on the secondary market results in redemption requests to an Underlying Fund, the Underlying Fund’s trading costs will increase
and it may be necessary to liquidate the Underlying Fund’s trading positions before the time that its trading strategies
would otherwise call for liquidation, resulting in an adverse effect on the NAVs of the Fund and Underlying Fund.
The financial markets have recently been in a period of disruption
and recession and these conditions may not improve in the near future.
A period of recession for the economy as a whole
began in 2008, and the financial markets experienced very difficult conditions and volatility during that period. The conditions
in these markets resulted in a decrease in availability of corporate credit and liquidity and led indirectly to the insolvency,
closure or acquisition of a number of major financial institutions and contributed to further consolidation within the financial
services industry. A continued recession or a slow recovery could adversely affect the financial condition and results of operations
of the Fund’s and Underlying Funds’ service providers and Authorized Purchasers, which would impact the ability of
the Sponsor to achieve the Fund’s investment objective.
The liquidity of the Shares may be affected by the withdrawal
from participation of Authorized Purchasers, or market-makers which could adversely affect the market price of the Shares.
In the event that one or more Authorized
Purchasers that are actively involved in purchasing and selling Shares of the Fund cease to be so involved, the liquidity of the
Shares will likely decrease, which could adversely affect the market price of the Shares and result in your incurring a loss on
your investment. Similarly, if one or more Authorized Purchasers ceases to purchase and sell shares of an Underlying Fund,
this could result in losses by the Fund on its transactions in Underlying Fund shares. In addition, a decision by a market maker
or lead market maker to cease activities for the Fund could adversely affect liquidity, the spread between the bid and ask quotes,
and potentially the price of the Shares. The Sponsor can make no guarantees that participation by Authorized Purchasers or market
makers will continue.
You may be adversely affected by redemption orders that are
subject to postponement, suspension or rejection under certain circumstances.
The Trust may, in its discretion, suspend the
right to redeem Shares of the Fund or postpone the redemption settlement date: (1) for any period during which an applicable
exchange is closed other than customary weekend or holiday closing, or trading is suspended or restricted; (2) for any period during
which an emergency exists as a result of which delivery, disposal or evaluation of the Fund’s assets is not reasonably practicable;
(3) for such other period as the Sponsor determines to be necessary for the protection of Shareholders; (4) if there is a
possibility that any or all of the Benchmark Component Futures Contracts of the Underlying Funds from which the NAVs of the Underlying
Funds are calculated will be priced at a daily price limit restriction; or (5) if, in the sole discretion of the Sponsor, the execution
of such an order would not be in the best interest of the Fund or its Shareholders. In addition, the Trust will reject a redemption
order if the order is not in proper form as described in the agreement with the Authorized Purchaser or if the fulfillment of the
order, in the opinion of its counsel, might be unlawful. The Sponsor may also reject a redemption order if the number
of Shares being redeemed would reduce the remaining outstanding Shares to 50,000 Shares (i.e., two baskets of 25,000 Shares each)
or less, unless the Sponsor has reason to believe that the placer of the redemption order does in fact possess all the outstanding
Shares and can deliver them. Any such postponement, suspension or rejection could adversely affect a redeeming Shareholder. For
example, the resulting delay may adversely affect the value of the Shareholder’s redemption proceeds if the NAV of the Fund
declines during the period of delay. The Trust Agreement provides that the Sponsor and its designees will not be liable
for any loss or damage that may result from any such suspension or postponement.
Any postponement, suspension or rejection of
a redemption order could adversely affect a redeeming Shareholder or shareholders of any Underlying Fund. For example, the
resulting delay may adversely affect the value of a Shareholder’s redemption proceeds if the NAV of the Fund declines during
the period of delay. The Trust Agreement provides that the Sponsor and its designees will not be liable for any loss or damage
that may result from any such suspension or postponement.
The failure or bankruptcy of a clearing broker could result
in substantial losses for an Underlying Fund; the clearing broker could be subject to proceedings that impair its ability to execute
the Underlying Fund’s trades.
Under CFTC regulations, a clearing broker with
respect to an Underlying Fund’s exchange-traded Commodity Interests must maintain customers’ assets in a bulk segregated
account. If a clearing broker fails to do
so, or is unable to satisfy a substantial deficit in a customer
account, its other customers may be subject to risk of a substantial loss of their funds in the event of that clearing broker’s
bankruptcy. In that event, the clearing broker’s customers, such as the Underlying Funds, are entitled to recover,
even in respect of property specifically traceable to them, only a proportional share of all property available for distribution
to all of that clearing broker’s customers. The Underlying Funds (and, therefore, the Fund) also may be subject to
the risk of the failure of, or delay in performance by, any exchanges and markets and their clearing organizations, if any, on
which Commodity Interests are traded.
From time to time, the clearing brokers may
be subject to legal or regulatory proceedings in the ordinary course of their business. A clearing broker’s involvement
in costly or time-consuming legal proceedings may divert financial resources or personnel away from the clearing broker’s
trading operations, which could impair the clearing broker’s ability to successfully execute and clear an Underlying Fund’s
trades.
On November 14, 2012, the CFTC proposed new
regulations that would require enhanced customer protections, risk management programs, internal monitoring and controls, capital
and liquidity standards, customer disclosures, and auditing and examination programs for FCMs. The proposed rules are intended
to afford greater assurances to market participants that: customer segregated funds and secured amounts are protected; customers
are provided with appropriate notice of the risks of futures trading and of the FCMs with which they may choose to do business;
FCMs are monitoring and managing risks in a robust manner; the capital and liquidity of FCMs are strengthened to safeguard their
continued operations; and the auditing and examination programs of the CFTC and the self-regulatory organizations (‘‘SROs’’)
are monitoring the activities of FCMs in a thorough manner. The final regulations have not yet been adopted.
The failure or insolvency of the Custodian for the Fund and
the Underlying Funds could result in a substantial loss of the Fund’s assets.
As noted above, the vast majority of the assets
of the Fund and Underlying Funds are held in short-term Treasury Securities, cash and/or cash equivalents with the Custodian.
The insolvency of the Custodian could result in a complete loss of the Fund’s or the Underlying Funds’ assets held
by the Custodian, which would likely comprise, at any given time, a substantial portion of the Fund’s or the Underlying Funds’
total assets and could result in substantial losses for the Fund.
Third parties may infringe upon or otherwise violate intellectual
property rights or assert that the Sponsor has infringed or otherwise violated their intellectual property rights, which may result
in significant costs and diverted attention.
Third parties may assert that the Sponsor has
infringed or otherwise violated their intellectual property rights. Third parties may independently develop business
methods, trademarks or proprietary software and other technology similar to that of the Sponsor and claim that the Sponsor has
violated their intellectual property rights, including their copyrights, trademark rights, trade names, trade secrets and patent
rights. As a result, the Sponsor may have to litigate in the future to determine the validity and scope of other parties’
proprietary rights, or defend itself against claims that it has infringed or otherwise violated other parties’ rights. Any
litigation of this type, even if the Sponsor is successful and regardless of the merits, may result in significant costs, divert
resources from the Fund, or require the Sponsor to change its proprietary software and other technology or enter into royalty or
licensing agreements.
The Sponsor has a patent pending on certain
business methods and procedures used with respect to the Fund and the Underlying Funds. The Sponsor utilizes certain proprietary
software. Any unauthorized use of such proprietary software, business methods and/or procedures could adversely affect the
competitive advantage of the Sponsor or the Fund and/or cause the Sponsor to take legal action to protect its rights.
The success of the Fund depends on the ability of the Sponsor
to accurately implement its trading strategies, and any failure to do so could subject the Fund to losses.
The Sponsor’s trading strategy is quantitative
in nature and it is possible that the Sponsor will make errors in its implementation. The execution of the quantitative strategy
is subject to human error, such as incorrect inputs into the Sponsor’s computer systems and incorrect information provided
to the Fund’s and Underlying Funds’
clearing brokers. In addition, it is possible that a computer
or software program may malfunction and cause an error in computation. Any failure, inaccuracy or delay in executing the
Fund’s or an Underlying Fund’s transactions could affect the Fund’s ability to achieve its investment objective.
It could also result in decisions to undertake transactions based on inaccurate or incomplete information. This could cause
substantial losses on transactions.
The Fund may experience substantial losses on transactions
if the computer or communications system fails.
The Fund’s and Underlying Funds’
activities depend on the integrity and performance of the computer and communications systems supporting them. Extraordinary
transaction volume, hardware or software failure, power or telecommunications failure, a natural disaster or other catastrophe
could cause the computer systems to operate at an unacceptably slow speed or even fail. Any significant degradation or failure
of the systems that the Sponsor uses to gather and analyze information, enter orders, process data, monitor risk levels and otherwise
engage in trading activities may result in substantial losses on transactions, liability to other parties, lost profit opportunities,
damages to the Sponsor’s, the Fund’s and the Underlying Funds’ reputations, increased operational expenses and
diversion of technical resources.
If the computer and communications systems are not upgraded
when necessary, the Fund’s financial condition could be harmed.
The development of complex computer and communications
systems and new technologies may render the existing computer and communications systems supporting the Fund’s and Underlying
Funds’ activities obsolete. In addition, these computer and communications systems must be compatible with those of
third parties, such as the systems of exchanges, clearing brokers and the executing brokers. As a result, if these third
parties upgrade their systems, the Sponsor will need to make corresponding upgrades to effectively continue its trading activities.
The Fund’s future success may depend on the Sponsor’s ability to respond to changing technologies on a timely and cost-effective
basis.
The Fund and the Underlying Funds depend on the reliable performance
of the computer and communications systems of third parties, such as brokers and futures exchanges, and may experience substantial
losses on transactions if they fail.
The Fund and Underlying Funds depend on the
proper and timely function of complex computer and communications systems maintained and operated by the futures exchanges, brokers
and other data providers that the Sponsor uses to conduct trading activities. Failure or inadequate performance of any of
these systems could adversely affect the Sponsor’s ability to complete transactions, including its ability to close out positions,
and result in lost profit opportunities and significant losses on commodity interest transactions. This could have a material
adverse effect on revenues and materially reduce the available capital of the Fund or an Underlying Fund. For example, unavailability
of price quotations from third parties may make it difficult or impossible for the Sponsor to conduct trading activities so that
an Underlying Fund will closely track its Benchmark. Unavailability of records from brokerage firms may make it difficult
or impossible for the Sponsor to accurately determine which transactions have been executed or the details, including price and
time, of any transaction executed. This unavailability of information also may make it difficult or impossible for the Sponsor
to reconcile its records of transactions with those of another party or to accomplish settlement of executed transactions.
The occurrence of a natural disaster, terrorist attack,
or the outbreak, continuation or expansion of war or other hostilities could disrupt the Fund’s trading activity and materially
affect the Fund’s profitability.
The operations of the Fund, the exchanges,
brokers and counterparties with which the Fund does business, and the markets in which the Fund does business could be severely
disrupted in the event of a natural disaster, major terrorist attack or the outbreak, continuation or expansion of war or other
hostilities. Global terrorist attacks, anti-terrorism initiatives and political unrest continue to fuel this concern.
The NYSE Arca may halt trading in the Shares which would
adversely impact your ability to sell Shares.
Trading in Shares of the Fund may be halted
due to market conditions or, in light of NYSE Arca rules and procedures, for reasons that, in view of the NYSE Arca, make trading
in Shares inadvisable. In addition, trading is
subject to trading halts caused by extraordinary market volatility
pursuant to “circuit breaker” rules that require trading to be halted for a specified period based on a specified market
decline. There can be no assurance that the requirements necessary to maintain the listing of the Shares will continue to be met
or will remain unchanged. The Fund will be terminated if its Shares are delisted.
The lack of active trading markets for the Shares of the
Fund may result in losses on your investment in the Fund at the time of disposition of your Shares.
Although the Shares of the Fund will be listed
and traded on the NYSE Arca, there can be no guarantee that an active trading market for the Shares of the Fund will be maintained.
If you need to sell your Shares at a time when no active market for them exists, the price you receive for your Shares, assuming
that you are able to sell them, likely will be lower than what you would receive if an active market did exist.
Risk of Leverage and Volatility
If the Sponsor causes or permits an Underlying Fund to become
leveraged, the Fund could incur substantial losses if the Underlying Fund’s trading positions suddenly turn unprofitable.
Commodity pools’ trading positions in
Commodity Interests are typically required to be secured by the deposit of margin funds or collateral that represents only a small
percentage of the Commodity Interest’s entire market value. This feature permits commodity pools to “leverage”
their assets by purchasing or selling Commodity Interests with an aggregate notional amount in excess of the commodity pool’s
assets. While this leverage can increase a pool’s profits, relatively small adverse movements in the price of the pool’s
Commodity Interests can cause significant losses to the pool. While the Sponsor does not intend to leverage the assets of
any Underlying Fund, it is not prohibited from doing so under the Trust Agreement. If the Sponsor were to cause or permit
an Underlying Fund to become leveraged, the Fund could incur substantial losses if an Underlying Fund’s trading positions
suddenly turn unprofitable.
The price of agricultural commodities can be volatile which
could cause large fluctuations in the price of Shares.
Movements in the price of agricultural commodities
are outside of the Sponsor’s control and may not be anticipated by the Sponsor. As discussed in more detail above,
price movements for agricultural commodities are influenced by, among other things, weather conditions, crop disease, transportation
difficulties, various planting, growing and harvesting problems, governmental policies, changing demand, and seasonal fluctuations
in supply. Commodity prices may also be influenced by economic and monetary events such as changes in interest rates, changes
in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, and changes in
the philosophies and emotions of market participants. Because the Fund is exposed primarily to interests in agricultural
commodities, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified
portfolio of stocks or bonds or a more diversified commodity pool.
Over-the-Counter Contract Risk
Over-the-counter transactions are subject to changing regulation.
A portion of the Fund’s assets may
be used to trade over-the-counter Sugar Interests, such as forward contracts or swaps. Currently, over-the-counter contracts are
typically traded on a principal-to-principal non-cleared basis through dealer markets that are dominated by major money center
and investment banks and other institutions and that prior to the passage of the Dodd-Frank Act had been essentially unregulated
by the CFTC, although this is an area of pending, substantial regulatory change. See page 21 and page 55. The markets for over-the-counter
contracts will continue to rely upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC
on participants in the futures markets. To date, the forward markets have been largely unregulated, forward contracts have been
executed bi-laterally and, in general historically, forward contracts have not been cleared or guaranteed by a third party. On
November 16, 2012, the Secretary of the Treasury issued a final determination that exempts both foreign exchange swaps and foreign
exchange forwards from the definition of “swap” and, by extension, additional regulatory requirements (such as clearing
and margin). The final determination
does not extend to other FX derivatives, such as FX options,
certain currency swaps, and non-deliverable forwards. While the Dodd-Frank Act and certain regulations adopted thereunder are intended
to provide additional protections to participants in the over-the-counter market, the lack of regulation in these markets could
expose the Fund in certain circumstances to significant losses in the event of trading abuses or financial failure by participants.
While increased regulation of over-the-counter Commodity Interests is likely to result from changes that are required to be effectuated
by the Dodd-Frank Act, there is no guarantee that such increased regulation will be effective to reduce these risks.
The Underlying Funds will be subject to credit risk with respect
to counterparties to over-the-counter contracts entered into by the Underlying Funds.
The Underlying Funds face the risk of non-performance
by the counterparties to over-the-counter contracts. Unlike in futures contracts, the counterparty to these contracts is
generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions.
As a result, there will be greater counterparty credit risk in these transactions. A counterparty may not be able to meet
its obligations to an Underlying Fund, in which case the Underlying Fund could suffer significant losses on these contracts.
If a counterparty becomes bankrupt or otherwise
fails to perform its obligations due to financial difficulties, the Underlying Fund may experience significant delays in obtaining
any recovery in a bankruptcy or other reorganization proceeding. During any such period, the Underlying Fund may have difficulty
in determining the value of its contracts with the counterparty, which in turn could result in the overstatement or understatement
of the Underlying Fund’s NAV and, indirectly, the Fund’s NAV. The Underlying Fund may eventually obtain only
limited recovery or no recovery in such circumstances. Failure by an Underlying Fund to recover sufficient amounts in
the event of a counterparty default could result in losses to the Underlying Fund and impact its NAV, which could result in corresponding
adverse effects on the Fund.
The Underlying Funds may be subject to liquidity risk with
respect to their over-the-counter contracts.
Over-the-counter contracts may have terms that
make them less marketable than Futures Contracts or cleared swaps. Over-the-counter contracts are less marketable because they
are not traded on an exchange, do not have uniform terms and conditions, and are entered into based upon the creditworthiness of
the parties and the availability of credit support, such as collateral, and in general, they are not transferable without the consent
of the counterparty. These conditions make such contracts less liquid than standardized futures contracts traded on a commodities
exchange and diminish the ability to realize the full value of such contracts. In addition, even if collateral is used to reduce
counterparty credit risk, sudden changes in the value of over-the-counter transactions may leave a party open to financial risk
due to a counterparty default since the collateral held may not cover a party’s exposure on the transaction in such situations.
In general, valuing OTC derivatives is less
certain than valuing actively traded financial instruments such as exchange traded futures contracts and securities or cleared
swaps because the price and terms on which such OTC derivatives are entered into or can be terminated are individually negotiated,
and those prices and terms may not reflect the best price or terms available from other sources. In addition, while market makers
and dealers generally quote indicative prices or terms for entering into or terminating OTC contracts, they typically are not contractually
obligated to do so, particularly if they are not a party to the transaction. As a result, it may be difficult to obtain an independent
value for an outstanding OTC derivatives transaction.
The foregoing liquidity risks could impact
adversely affect the Fund’s ability to meet its investment objective.
The Dodd-Frank Act requires the CFTC, the
SEC and the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit
Insurance Corporation, the Farm Credit System and the Federal Housing Finance Agency (collectively, the “Prudential Regulators”)
to establish “both initial and variation margin requirements on all swaps that are not cleared by a registered clearing organization”
(including many over-the-counter swaps). The proposed rules would require swap dealers and major swap participants to collect both
variation and initial margin from their financial entity counterparties such as the Underlying Funds but would not require these
swap dealers or major swap participants to post variation margin or initial margin to the
Underlying Funds. In addition, the Dodd-Frank Act provides parties
who post initial margin to a swap dealer or major swap participant with a statutory right to insist that such margin be held in
a segregated account with an independent custodian. At this time, the CFTC has proposed a rule addressing this statutory right
of certain market participants but has not yet implemented any final rules. On November 16, 2012, the Secretary of the Treasury
issued a final determination that exempts both foreign exchange swaps and foreign exchange forwards from the definition of “swap”
and, by extension, additional regulatory requirements (such as clearing and margin).
Risk of Trading in International Markets
Trading in international markets would expose the Underlying
Funds to credit and regulatory risk.
A significant portion of the Futures Contracts
entered into by the Underlying Funds will be traded on United States exchanges including the CBOT and ICE Futures. However,
a portion of the Underlying Funds’ trades may take place on markets and exchanges outside the United States. Some non-U.S.
markets present risks because they are not subject to the same degree of regulation as their U.S. counterparts. None of the
CFTC, NFA, or any domestic exchange regulates activities of any foreign boards of trade or exchanges, including the execution,
delivery and clearing of transactions, nor has the power to compel enforcement of the rules of a foreign board of trade or exchange
or of any applicable non-U.S. laws. Similarly, the rights of market participants, such as the Underlying Funds, in the event
of the insolvency or bankruptcy of a non-U.S. market or broker are also likely to be more limited than in the case of U.S. markets
or brokers. As a result, in these markets, the Underlying Funds have less legal and regulatory protection than they do when
they trade domestically.
In some of these non-U.S. markets, the performance
on a futures contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation and therefore
exposes an Underlying Fund to credit risk. Additionally, trading on non-U.S. exchanges is subject to the risks presented
by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability.
An adverse development with respect to any of these variables could reduce the profit or increase the loss earned on trades in
the affected international markets.
International trading activities subject the Underlying Funds
to foreign exchange risk.
The price of any non-U.S. Commodity Interest
and, therefore, the potential profit and loss on such investment, may be affected by any variance in the foreign exchange rate
between the time the order is placed and the time it is liquidated, offset or exercised. As a result, changes in the
value of the local currency relative to the U.S. dollar may cause losses to the Underlying Fund even if the contract is profitable.
The Underlying Funds’ international trading could expose
them to losses resulting from non-U.S. exchanges that are less developed or less reliable than United States exchanges.
Some non-U.S. exchanges also may be in a more
developmental stage so that prior price histories may not be indicative of current price dynamics. In addition, the Underlying
Funds may not have the same access to certain positions on foreign trading exchanges as do local traders, and the historical market
data on which the Sponsor bases its strategies may not be as reliable or accessible as it is for U.S. exchanges.
Tax Risks
Please refer to “U.S. Federal Income Tax
Considerations” for information regarding the U.S. federal income tax consequences of the purchase, ownership and disposition
of Shares.
Your tax liability from holding Shares may exceed the amount
of distributions, if any, on your Shares.
Cash or property will be distributed by the
Fund at the sole discretion of the Sponsor, and the Sponsor currently does not intend to make cash or other distributions with
respect to Shares. You will be required to pay U.S. federal income tax and, in some cases, state, local, or foreign income
tax, on your allocable share of the Fund’s taxable income, without regard to whether you actually receive distributions from
the Fund. Therefore, the tax
liability resulting from your ownership of Shares may exceed the
amount of cash or value of property (if any) distributed by the Fund.
Your allocable share of income or loss for U.S. federal income
tax purposes may differ from your economic income or loss on your Shares.
Due to the application of the assumptions and
conventions applied by the Fund and the underlying Funds in making allocations for U.S. federal income tax purposes and other
factors, your allocable share of the Fund’s income, gain, deduction or loss may be different than your economic profit or
loss from your Shares for a taxable year. This difference could be temporary or permanent and, if permanent, could result
in your being taxed on amounts in excess of your economic income.
Items of income, gain, deduction, loss, and
credit with respect to Shares could be reallocated if the IRS does not accept the assumptions and conventions applied by the Fund
and the Underlying Funds in allocating those items, with potential adverse tax consequences for you.
As described herein, it is intended that the
Fund (and each Underlying Fund) be classified as a partnership not taxable as a corporation for U.S. federal income tax purposes. The
U.S. federal income tax rules pertaining to entities treated as partnerships are complex and their application to publicly traded
partnerships such as the Fund (and the Underlying Funds) is in many respects uncertain. The Fund and the Underlying
Funds will apply certain assumptions and conventions in an attempt to comply with the intent of the applicable rules and to report
taxable income, gains, deductions, losses and credits in a manner that properly reflects Shareholders’ economic gains and
losses. These assumptions and conventions may not fully comply with all aspects of the Internal Revenue Code (the “Code”)
and applicable Treasury Regulations, however, and it is possible that the U.S. Internal Revenue Service (“IRS”) could
be successful in challenging the Fund’s and the underlying Funds’ allocation methods and require the Fund reallocation
of items of income, gain, deduction, loss or credit in a manner that adversely affects you. If a reallocation were
to occur, you may be required to file an amended U.S. federal income tax return and pay additional taxes plus deficiency interest.
The Fund could be treated as a corporation
for U.S. federal income tax purposes, which may substantially reduce the value of your Shares.
Based in part upon representations of the Sponsor
and the Trust, the Fund has received an opinion of counsel that, although the matter is not free from doubt, under current U.S.
federal income tax laws, it is more likely than not that the Fund will be classified as a partnership not taxable as a corporation for
U.S. federal income tax purposes. Treatment of the Fund as a partnership not taxable as a corporation for U.S. federal income tax
purposes is dependent, in part, upon the realization by the Underlying Funds of sufficient “qualifying income” and
classification of the Underlying Funds as partnerships for U.S. federal income tax purposes. If the IRS were to determine
that the Fund is taxable as a corporation for U.S. federal income tax purposes in any taxable year, the Fund, rather than passing
through its income, gains, losses and deductions proportionately to Shareholders, would be subject to tax on its net income for
the year at corporate tax rates. In addition, although the Fund currently does not intend to make distributions with
respect to Shares, any such distributions would be taxable to Shareholders as dividend income if the Fund were classified as a
corporation. Taxation of the Fund as a corporation could materially reduce the after-tax return on an investment in
Shares and could substantially reduce the value of your Shares.
PROSPECTIVE INVESTORS ARE STRONGLY URGED TO
CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN SHARES; SUCH TAX CONSEQUENCES
MAY DIFFER IN RESPECT OF DIFFERENT INVESTORS.
THE OFFERING
The Fund in General
The Fund is a series of the Trust, a statutory
trust organized under the laws of the State of Delaware on September 11, 2009. Currently, the Trust has seven series that
are separate commodity pools: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund, the Teucrium Sugar Fund,
the Teucrium Natural Gas Fund, the Teucrium WTI Crude Oil Fund, and the Teucrium Agricultural Fund. Additional series of
the Trust may be created in the future at the Sponsor’s discretion. The Fund maintains its main business office at
232 Hidden Lake Road, Building A, Brattleboro, Vermont 05301. The Fund is a commodity pool. It operates pursuant to
the terms of the Trust Agreement, which is dated as of October 21, 2010 and grants full management control to the Sponsor.
The Fund is publicly traded, and seeks to have
the daily changes in percentage terms of the Shares’ NAV reflect the daily changes in percentage terms of the NAVs of the
Underlying Funds, as measured by the Underlying Fund Average. The Fund will invest in shares of the Underlying Funds, and
to a lesser extent in short-term Treasury Securities, cash and/or cash equivalents, and the Underlying Funds will in turn invest
in a mixture of listed Futures Contracts, Cleared Swaps, Other Commodity Interests, short-term Treasury Securities, cash and/or
cash equivalents.
The Sponsor
The Sponsor of the Trust, which also acts as
the Sponsor of the Fund and the Underlying Funds, is Teucrium Trading, LLC, a Delaware limited liability company. The principal
office of the Sponsor and the Trust is located at 232 Hidden Lake Road, Building A, Brattleboro, Vermont 05301. The Sponsor
registered as a CPO with the CFTC and became a member of the NFA on November 10, 2009.
The Fund is a series of the Trust, a statutory
trust organized under the laws of the State of Delaware on September 11, 2009. Currently, the Trust has seven series that
are separate commodity pools and have commenced offering their shares: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium
Soybean Fund, the Teucrium Sugar Fund, the Teucrium Natural Gas Fund, the Teucrium WTI Crude Oil Fund, and the Teucrium Agricultural
Fund. See “Prior Performance of the Sponsor and Affiliates” on page 41 for more information about the performance
of the Teucrium Funds. Aside from establishing and operating these series, and obtaining capital from a small number of outside
investors in order to engage in these activities, the Sponsor has not engaged in any other business activity prior to the date
of this prospectus. Under the Trust Agreement, the Sponsor is solely responsible for the management and conducts or directs
the conduct of the business of the Trust, the Fund, the Underlying Funds and any other series of the Trust that may from time to
time be established and designated by the Sponsor. The Sponsor is required to oversee the purchase and sale of Shares by
Authorized Purchasers and to manage the Fund’s and Underlying Funds’ investments, including to evaluate the credit
risk of FCMs and swap counterparties and to review daily positions and margin/collateral requirements. The Sponsor has the
power to enter into agreements as may be necessary or appropriate for the offer and sale of the Fund’s Shares and the conduct
of the Trust’s activities. Accordingly, the Sponsor is responsible for selecting the Trustee, Administrator, Distributor,
the independent registered public accounting firm of the Trust, and any legal counsel employed by the Trust. The Sponsor
is also responsible for preparing and filing periodic reports on behalf of the Trust with the SEC and will provide any required
certification for such reports. No person other than the Sponsor and its principals was involved in the organization of the
Trust or the Fund.
The Sponsor may determine to engage marketing
agents who will assist the Sponsor in marketing the Shares. See “Plan of Distribution” for more information.
The Sponsor maintains a public website on behalf
of the Fund,
www.teucriumtagsfund.com
, which contains information about the Trust, the Fund and the Shares, and oversees
certain services for the benefit of Shareholders. The Sponsor also maintains websites for each Underlying Fund as follows:
www.teucriumcornfund.com
,
www.teucriumweatfund.com
,
www.teucriumsoybfund.com
,
www.teucriumcanefund.com
.
The Sponsor has discretion to appoint one or
more of its affiliates as additional Sponsors.
The Sponsor does not receive any management
fee or other fee or compensation from the Fund. For services performed under the Trust Agreement, the Sponsor receives
a fee, accrued daily and paid monthly, at an annual rate of 1.00% of the average daily net assets of each Underlying Fund.
The Sponsor receives no compensation from any Underlying Fund other than such fee. Each of the Fund and the Underlying Funds
are responsible for other ongoing fees, costs and expenses of their respective operations, including brokerage fees, SEC and FINRA
registration fees and legal, printing, accounting, custodial, administration and transfer agency costs, although the Sponsor bears
the costs and expenses related to the initial offer and sale of Shares of the Fund and the shares each Underlying Fund. None
of the costs and expenses related to the initial registration, offer and sale of Shares, which total approximately $293,650, are
chargeable to the Fund, and the Sponsor may not recover any of these costs and expenses from the Fund.
Shareholders have no right to elect the Sponsor
on an annual or any other continuing basis or to remove the Sponsor. If the Sponsor voluntarily withdraws, the holders of
a majority of the outstanding shares of the Fund and each other fund that is a series of the Trust voting together as a single
class (excluding for purposes of such determination Shares owned by the withdrawing Sponsor and its affiliates) may elect its successor.
Prior to withdrawing, the Sponsor must give ninety days’ written notice to the holders of the Trust’s outstanding Shares
and the Trustee.
Ownership or “membership” interests
in the Sponsor are owned by persons referred to as “members.” The Sponsor currently has three voting or “Class
A” members – Mr. Sal Gilbertie, Mr. Dale Riker and Mr. Carl N. Miller III – and a small number of non-voting
or “Class B” members who have provided working capital to the Sponsor. Messrs. Gilbertie and Riker each currently
own 45% of the Sponsor’s Class A membership interests.
Management of the Sponsor
In general, under the Sponsor’s
Amended and Restated Limited Liability Company Operating Agreement, as amended from time to time, the Sponsor (and as a result
the Trust and the Fund) is managed by the officers of the Sponsor. The Chief Executive Officer of the Sponsor is responsible
for the overall strategic direction of the Sponsor and will have general control of its business. The Chief Investment Officer
and President of the Sponsor is primarily responsible for new investment product development with respect to the Fund. The Chief
Operating Officer has assumed primary responsibility for trade operations, trade execution, and portfolio activities with respect
to the Fund. The Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer acts as the Sponsor’s principal
financial and accounting officer, which position includes the functions previously performed by the Treasurer of the Sponsor, and
administers the Sponsor’s regulatory compliance programs. Furthermore, certain fundamental actions regarding the Sponsor,
such as the removal of officers, the addition or substitution of members, or the incurrence of liabilities other than those incurred
in the ordinary course of business and
de minimis
liabilities, may not be taken without the affirmative vote of a majority
of the Class A members (which is generally defined as the affirmative vote of Mr. Gilbertie and one of the other two Class A members). The
Sponsor has no board of directors, and the Trust has no board of directors or officers. The three Class A members of the Sponsor
are Sal Gilbertie, Dale Riker and Carl N. Miller III.
The Officers of the Sponsor, two of whom are also Class A members
of the Sponsor, are the following:
Sal Gilbertie
has
been the President of the Sponsor since its inception and its Chief Investment Officer since September 2011, was approved by the
NFA as a principal of the Sponsor on September 23, 2009, and was registered as an associated person of the Sponsor on November
10, 2009. He maintains his main business office at 653A Garcia, Santa Fe, New Mexico 87505. Effective July 16, 2012, Mr.
Gilbertie was registered with the NFA as the Branch Manager for this location. From October 2005 until December 2009, Mr. Gilbertie
was employed by Newedge USA, LLC, an FCM and broker-dealer registered with the CFTC and the SEC (whose business is described in
greater detail below under “The Service Providers”), where he headed the Renewable Fuels/Energy Derivatives OTC Execution
Desk and was an active futures contract and over-the-counter derivatives trader and market maker in multiple classes of commodities.
(Between January 2008 and October 2008, he also held a comparable position with Newedge Financial, Inc., an FCM and an affiliate
of Newedge USA, LLC.) From October 1998 until October 2005, Mr. Gilbertie was principal and co-founder of Cambial Asset Management,
LLC, an adviser to two private funds that focused on equity options, and Cambial Financing Dynamics, a private boutique investment
bank. While at Cambial Asset Management, LLC and Cambial Financing Dynamics, Mr. Gilbertie
served as principal and managed the day-to-day activities of the
business and the portfolio of both companies. Mr. Gilbertie is 52 years old.
Dale Riker
has
been the Secretary of the Sponsor since January 2010, and its Chief Executive Officer since September 2011, was approved by the
NFA as a principal of the Sponsor on October 29, 2009, and was registered as an associated person of the Sponsor on February 17,
2010. He maintains his main business office at 232 Hidden Lake Road, Brattleboro, Vermont 05301 and is responsible for the
overall strategic direction of the Sponsor and has general control of its business. Mr. Riker was Treasurer of the Sponsor
from its inception until September 2011. From February 2005 to the present, Mr. Riker has been President of Cambial
Emerging Markets LLC, a consulting company specializing in emerging market equity investment. As President of Cambial Emerging
Markets LLC, Mr. Riker had responsibility for business strategy, planning and operations. From July 1996 to February 2005,
Mr. Riker was a private investor. Mr. Riker is married to the Chief Financial Officer, Chief Accounting Officer and Chief
Compliance Officer of the Sponsor, Barbara Riker. Mr. Riker is 55 years old.
Barbara Riker
began working
for the Sponsor in July 2010 providing accounting and compliance support. She has been the Chief Financial Officer, Chief Accounting
Officer and Chief Compliance Officer for Teucrium since September 2011, was approved by the NFA as a principal of the Sponsor on
October 19, 2011, and has a background in finance, accounting, investor relations, corporate communications and operations. She
maintains her main business office at 232 Hidden Lake Road, Brattleboro, Vermont 05301. From September 1980 to February
1993, Ms. Riker worked in various financial capacities for Pacific Telesis Group, the California-based Regional Bell Operating
Company, and its predecessors. In February 1993, with the spin-off of AirTouch Communications from Pacific Telesis Group,
Ms. Riker was selected to lead the Investor Relations team for the global mobile phone operator. In her capacity as
Executive Director – Investor Relations and Corporate Communications from February 1993 to June 1995, AirTouch completed
its initial public offering and was launched as an independent publicly-traded company. In June 1995, she was named Chief Financial
Officer of AirTouch International and, in addition to her other duties, served on the board of several of the firm’s joint
ventures, both private and public, across Europe. In June 1997, Ms. Riker moved into an operations capacity as the District
General Manager for AirTouch Paging’s San Francisco operations. In February 1998 she was named Vice President
and General Manager of AirTouch Cellular for Arizona and New Mexico. Ms. Riker retired in July 1999, coincident with
the purchase of AirTouch by Vodafone PLC and remained retired until she began working for the Sponsor. Ms. Riker graduated
with a Bachelor of Science in Business Administration from Cal State – East Bay in 1980. Ms. Riker is married
to the Chief Executive Officer of the Sponsor, Dale Riker. Ms. Riker is 54 years old.
Steve Kahler
, Chief
Operating Officer, began working for the Sponsor in November 2011 as Managing Director in the trading division. He became the Chief
Operating Officer on May 24, 2012 and has primary responsibility for the Trade Operations for the Funds. He maintains his
main business office at 13520 Excelsior Blvd., Minnetonka, MN 55345. Mr. Kahler was registered as an Associated Person of
the Sponsor on November 25, 2011, approved as a Branch Manager of the Sponsor on March 16, 2012 and approved by the NFA as a Principal
of the Sponsor on May 16, 2012. Prior to his employment with the Sponsor, Mr. Kahler worked for Cargill Inc., an international
producer and marketer of food, agricultural, financial and industrial products and services, from April 2006 until November 2011
in the Energy Division as Senior Petroleum Trader. In October 2006 and while employed at Cargill Inc., Mr. Kahler was approved
as an Associated Person ofr Cargill Commodity Services Inc., a commodity trading affiliate of Cargill Inc. from September 13, 2006
to November 9, 2011. Mr. Kahler graduated from the University of Minnesota with a Bachelors of Agricultural Business Administration
in 1992 and is 45 years old.
The third Class-A member of the Sponsor
is the following:
Carl N. (Chuck) Miller III
was approved by the NFA as a principal of the Sponsor on November 10, 2009 and was registered as an associated person of the Sponsor
on April 19, 2010. He maintains his main business office at 653A Garcia, Santa Fe, New Mexico 87505. Mr. Miller has
certain voting authority as a Class A member of the Sponsor as described above, but is not involved with the Sponsor’s day-to-day
trading or operations.
Mr. Kahler is primarily responsible
for making trading and investment decisions for the Fund and other Teucrium Funds, and for directing Fund and other Teucrium Fund
trades for execution.
Messrs. Gilbertie, Riker, Kahler and
Miller and Ms. Riker are individual “principals,” as that term is defined in CFTC Rule 3.1, of the Sponsor. These individuals
are principals due to their positions and/or due to their ownership interests in the Sponsor. Beneficial ownership interests of
the principals, if any, are shown under the section entitled “Security Ownership of Principal Shareholders and Management”
below and any of the principals
may acquire beneficial interests in the Fund in the future. In addition,
each of the three Class A members of the Sponsor are registered with the CFTC as associated persons of the Sponsor and are NFA
associate members. GFI Group LLC is a principal for the Sponsor under CFTC Rules due to its ownership of certain non-voting securities
of the Sponsor.
Market Price of Shares
The Fund’s Shares have traded on the NYSE
Arca under the symbol TAGS since March 28, 2012. The following table sets forth the range of reported high and low sales prices
of the Shares as reported on NYSE Arca for the periods indicated below.
|
Fiscal Year Ended December 31, 2012
:
|
|
High
|
|
|
Low
|
|
|
Quarter Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2012
|
|
$
|
50.66
|
|
|
$
|
49.00
|
|
|
June 30, 2012
|
|
$
|
51.00
|
|
|
$
|
45.25
|
|
|
September 30, 2012
|
|
$
|
66.98
|
|
|
$
|
51.00
|
|
|
December 31, 2012
|
|
$
|
53.25
|
|
|
$
|
48.59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2012, the Fund had approximately
69 Shareholders.
Prior Performance of the Sponsor and Affiliates
THIS POOL OPERATOR AND ITS TRADING PRINCIPALS
HAVE LIMITED EXPERIENCE OPERATING ANY OTHER POOLS OR TRADING ANY OTHER ACCOUNTS.
The Sponsor and its trading principals have
limited experience operating commodity pools. Although the Sponsor currently operates seven commodity pools, the Teucrium
Funds, none of the Teucrium Funds began operating prior to 2010.
PERFORMANCE DATA FOR THE FUND
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE
OF FUTURE RESULTS
The Teucrium Agricultural Fund commenced trading
and investment operations on March 28, 2012. The Teucrium Agricultural Fund is listed on NYSE Arca and is neither: (i) a privately
offered pool pursuant to Section 4(2) of the Securities Act of 1933, as amended; (ii) a multi-advisor pool as defined in CFTC Regulation
4.10(d)(2); or (iii) a principal-protected pool as defined in CFTC Regulation 4.10(d)(3).
|
Units of beneficial interest issued (from inception until January 31, 2013)
|
|
|
350,002
|
|
|
Aggregate gross sale price for units issued
|
|
$
|
17,706,678
|
|
|
NAV per share as of January 31, 2013
|
|
$
|
48.97
|
|
|
Pool NAV as of January 31, 2013
|
|
$
|
2,448,552
|
|
|
Worst monthly percentage draw-down*
|
|
(6.75)
May 2012
|
%
|
|
Worst peak-to-valley draw-down**
|
|
(11.91)
July 2012 - December 2012
|
%
|
* A draw-down is a loss experienced by
the fund over a specified period. Draw-downs are measured on the basis of monthly returns only and do not reflect intra-month
figures. The worst monthly percentage draw-down reflects the largest single month loss sustained since inception of
investment operations.
** The worst peak-to-valley draw-down is the
largest percentage decline in the NAV per unit over the history of the fund. This need not be a continuous decline,
but can be a series of positive and negative returns.
Worst peak-to-valley draw-down represents the greatest percentage
decline from any month-end NAV per unit that occurs without such month-end NAV per unit being equaled or exceeded as of a subsequent
month-end. For example, if the NAV per unit declined by $1 in each of January and February, increased by $1 in March
and declined again by $2 in April, a “peak-to-valley drawdown” analysis conducted as of the end of April would consider
that “drawdown” to be continuing and to be $3 in amount, whereas if the NAV per unit had increased by $2 in March,
the drawdown would have ended as of the end of February at the $2 level.
|
|
|
Rates of Return*
|
|
Month
|
|
2012
|
|
2013
|
|
January
|
|
|
|
0.49
|
%
|
|
February
|
|
|
|
|
|
|
March
|
|
1.36
|
%**
|
|
|
|
April
|
|
(3.59)
|
%
|
|
|
|
May
|
|
(6.75)
|
%
|
|
|
|
June
|
|
8.85
|
%
|
|
|
|
July
|
|
11.55
|
%
|
|
|
|
August
|
|
(0.70)
|
%
|
|
|
|
September
|
|
|
(2.80)
|
%
|
|
|
|
October
|
|
|
(2.66)
|
%
|
|
|
|
November
|
|
|
(2.00)
|
%
|
|
|
|
December
|
|
|
(4.32)
|
%
|
|
|
|
Annual Rate of Return
|
|
|
(2.54)
|
%***
|
0.49
|
%***
|
* The monthly rate of return is calculated by dividing
the ending NAV for a given month by the ending NAV for the previous month, subtracting 1 and multiplying this number by 100 to
arrive at a percentage increase or decrease.
** Partial month from March 28, 2012.
*** Not annualized.
PERFORMANCE DATA FOR
THE TEUCRIUM CORN FUND
PAST PERFORMANCE IS NOT
NECESSARILY INDICATIVE OF FUTURE RESULTS
The Teucrium Corn Fund commenced trading and investment operations
on June 9, 2010. The Teucrium Corn Fund is listed on NYSE Arca and is neither: (i) a privately offered pool pursuant
to Section 4(2) of the Securities Act of 1933, as amended; (ii) a multi-advisor pool as defined in CFTC Regulation 4.10(d)(2);
or (iii) a principal-protected pool as defined in CFTC Regulation 4.10(d)(3).
|
Units of beneficial interest issued (from inception until January 31, 2013)
|
|
|
4,800,004
|
|
|
Aggregate gross sale price for units issued
|
|
$
|
196,285,105
|
|
|
NAV per share as of January 31, 2013
|
|
$
|
45.44
|
|
|
Pool NAV as of January 31, 2013
|
|
$
|
44,306,538
|
|
|
Worst monthly percentage draw-down*
|
|
(19.91)
September 2011
|
%
|
|
Worst peak-to-valley draw-down**
|
|
(27.42)
August 2011 –
May 2012
|
%
|
* A draw-down is a loss experienced by
the fund over a specified period. Draw-downs are measured on the basis of monthly returns only and do not reflect intra-month
figures. The worst monthly percentage draw-down reflects the largest single month loss sustained since inception of investment
operations.
** The worst peak-to-valley draw-down is the
largest percentage decline in the NAV per unit over the history of the fund. This need not be a continuous decline, but can
be a series of positive and negative returns. Worst peak-to-valley draw-down represents the greatest percentage decline from any
month-end NAV per unit that occurs without
such month-end NAV per unit being equaled or exceeded as of a subsequent
month-end. For example, if the NAV per unit declined by $1 in each of January and February, increased by $1 in March and
declined again by $2 in April, a “peak-to-valley drawdown” analysis conducted as of the end of April would consider
that “drawdown” to be continuing and to be $3 in amount, whereas if the NAV per unit had increased by $2 in March,
the drawdown would have ended as of the end of February at the $2 level.
|
|
|
Rates of Return*
|
|
|
Month
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
2013
|
|
|
|
January
|
|
|
|
|
|
|
5.07
|
%
|
|
|
(2.48)
|
%
|
2.48
|
%
|
|
|
February
|
|
|
|
|
|
|
6.51
|
%
|
|
|
0.76
|
%
|
|
|
|
|
March
|
|
|
|
|
|
|
1.26
|
%
|
|
|
(4.90)
|
%
|
|
|
|
|
April
|
|
|
|
|
|
|
4.36
|
%
|
|
|
(0.84)
|
%
|
|
|
|
|
May
|
|
|
|
|
|
|
(1.97)
|
%
|
|
|
(6.41)
|
%
|
|
|
|
|
June
|
|
|
3.56
|
%**
|
|
|
(10.80)
|
%
|
|
|
15.60
|
%
|
|
|
|
|
July
|
|
|
7.38
|
%
|
|
|
11.31
|
%
|
|
|
21.06
|
%
|
|
|
|
|
August
|
|
|
5.54
|
%
|
|
|
11.39
|
%
|
|
|
0.14
|
%
|
|
|
|
|
September
|
|
|
10.74
|
%
|
|
|
(19.91)
|
%
|
|
|
(4.99)
|
%
|
|
|
|
|
October
|
|
|
15.14
|
%
|
|
|
7.90
|
%
|
|
|
(0.43)
|
%
|
|
|
|
|
November
|
|
|
(8.23)
|
%
|
|
|
(8.46)
|
%
|
|
|
(0.83)
|
%
|
|
|
|
|
December
|
|
|
13.78
|
%
|
|
|
5.81
|
%
|
|
|
(7.22)
|
%
|
|
|
|
|
Annual Rate of Return
|
|
|
56.24
|
%***
|
|
|
7.32
|
%
|
|
|
5.77
|
%
|
2.48
|
%***
|
|
* The monthly rate of return is calculated by dividing
the ending NAV for a given month by the ending NAV for the previous month, subtracting 1 and multiplying this number by 100 to
arrive at a percentage increase or decrease.
** Partial from June 9, 2010.
*** Not annualized.
There are significant differences between the Fund and the Teucrium
Corn Fund. Most significantly, the Fund will primarily invest in shares of the Underlying Funds, whereas the Teucrium
Corn Fund directly invests in commodity interests. Past performance is not necessarily indicative of future results.
PERFORMANCE DATA FOR
TEUCRIUM WTI CRUDE OIL FUND
PAST PERFORMANCE IS NOT
NECESSARILY INDICATIVE OF FUTURE RESULTS
The Teucrium WTI Crude Oil Fund commenced trading
and investment operations on February 23, 2011. The Teucrium WTI Crude Oil Fund is listed on NYSE Arca and is neither: (i) a privately
offered pool pursuant to Section 4(2) of the Securities Act of 1933, as amended; (ii) a multi-advisor pool as defined in CFTC Regulation
4.10(d)(2); or (iii) a principal-protected pool as defined in CFTC Regulation 4.10(d)(3).
|
Units of beneficial interest issued (from inception until January 31, 2013)
|
|
|
125,002
|
|
|
Aggregate gross sale price for units issued
|
|
$
|
6,077,199
|
|
|
NAV per share as of January 31, 2013
|
|
$
|
41.25
|
|
|
Pool NAV as of January 31, 2013
|
|
$
|
2,062,412
|
|
|
Worst monthly percentage draw-down*
|
|
(16.00)
May 2012
|
%
|
|
Worst peak-to-valley draw-down**
|
|
(31.97)
April 2011
– October 2012
|
%
|
* A draw-down is a loss experienced
by the fund over a specified period. Draw-downs are measured on the basis of monthly returns only and do not reflect
intra-month figures. The worst monthly percentage draw-down reflects the largest single month loss sustained since inception
of investment operations.
** The worst peak-to-valley draw-down is the
largest percentage decline in the NAV per unit over the history of the fund. This need not be a continuous decline,
but can be a series of positive and negative returns. Worst peak-to-valley draw-down represents the greatest percentage decline
from any month-end NAV per unit that occurs without such month-end NAV per unit being equaled or exceeded as of a subsequent month-end. For
example, if the NAV per unit declined by $1 in each of January and February, increased by $1 in March and declined again by $2
in April, a “peak-to-valley drawdown” analysis conducted as of the end of April would consider that “drawdown”
to be continuing and to be $3 in amount, whereas if the NAV per unit had increased by $2 in March, the drawdown would have ended
as of the end of February at the $2 level.
|
|
Rates of Return*
|
|
Month
|
|
2011
|
|
2012
|
|
2013
|
|
|
January
|
|
|
1.19
|
%
|
3.44
|
%
|
|
February
|
1.00
|
%**
|
6.51
|
%
|
|
|
|
March
|
5.68
|
%
|
(3.09)
|
%
|
|
|
|
April
|
5.25
|
%
|
(0.00)
|
%
|
|
|
|
May
|
(8.33)
|
%
|
(16.00)
|
%
|
|
|
|
June
|
(5.90)
|
%
|
(1.10)
|
%
|
|
|
|
July
|
(1.05)
|
%
|
1.37
|
%
|
|
|
|
August
|
(9.20)
|
%
|
7.60
|
%
|
|
|
|
September
|
(11.85)
|
%
|
(4.14)
|
%
|
|
|
|
October
|
11.86
|
%
|
(5.26)
|
%
|
|
|
|
November
|
4.66
|
%
|
2.64
|
%
|
|
|
|
December
|
(1.05)
|
%
|
1.66
|
|
|
|
|
Annual Rate of Return
|
(11.10)
|
%***
|
(10.30)
|
%
|
3.44***
|
%
|
* The monthly rate of return is calculated by dividing
the ending NAV for a given month by the ending NAV for the previous month, subtracting 1 and multiplying this number by 100 to
arrive at a percentage increase or decrease.
** Partial from February 23, 2011.
*** Not annualized.
There are significant differences between the Fund and the Teucrium
WTI Crude Oil Fund. Most significantly, the Fund will primarily invest in shares of the Underlying Funds, whereas
the Teucrium WTI Crude Oil Fund directly invests in commodity interests. Past performance is not necessarily indicative
of future results.
PERFORMANCE DATA FOR
TEUCRIUM NATURAL GAS FUND
PAST PERFORMANCE IS NOT
NECESSARILY INDICATIVE OF FUTURE RESULTS
The Teucrium Natural Gas Fund commenced trading
and investment operations on February 1, 2011. The Teucrium Natural Gas Fund is listed on NYSE Arca and is neither: (i) a privately
offered pool pursuant to Section 4(2) of the Securities Act of 1933, as amended; (ii) a multi-advisor pool as defined in CFTC Regulation
4.10(d)(2); or (iii) a principal-protected pool as defined in CFTC Regulation 4.10(d)(3).
|
Units of beneficial interest issued (from inception until January 31, 2013)
|
|
|
500,004
|
|
|
Aggregate gross sale price for units issued
|
|
$
|
8,737,593
|
|
|
NAV per share as of January 31, 2013
|
|
$
|
11.50
|
|
|
Pool NAV as of January 31, 2013
|
|
$
|
4,024,675
|
|
|
Worst monthly percentage draw-down*
|
|
(14.69)
November 2011
|
%
|
|
Worst peak-to-valley draw-down**
|
|
(55.92)
February 1,
2011 (Inception)
– March 2012
|
%
|
* A draw-down is a loss experienced by
the fund over a specified period. Draw-downs are measured on the basis of monthly returns only and do not reflect intra-month
figures. The worst monthly percentage draw-down reflects the largest single month loss sustained since inception of
investment operations.
** The worst peak-to-valley draw-down is the
largest percentage decline in the NAV per unit over the history of the fund. This need not be a continuous decline,
but can be a series of positive and negative returns. Worst peak-to-valley draw-down represents the greatest percentage decline
from any month-end NAV per unit that occurs without such month-end NAV per unit being equaled or exceeded as of a subsequent month-end. For
example, if the NAV per unit declined by $1 in each of January and February, increased by $1 in March and declined again by $2
in April, a “peak-to-valley drawdown” analysis conducted as of the end of April would consider that “drawdown”
to be continuing and to be $3 in amount, whereas if the NAV per unit had increased by $2 in March, the drawdown would have ended
as of the end of February at the $2 level.
|
|
|
Rates of Return*
|
|
Month
|
|
2011
|
2012
|
2013
|
|
January
|
|
|
|
(12.53)
|
%
|
(0.52)
|
%
|
|
February
|
|
(7.08)
|
%
|
(0.08)
|
%
|
|
|
|
March
|
|
3.49
|
%
|
(8.70)
|
%
|
|
|
|
April
|
|
1.91
|
%
|
0.45
|
%
|
|
|
|
May
|
|
(3.22)
|
%
|
(0.18)
|
%
|
|
|
|
June
|
|
(7.68)
|
%
|
7.06
|
%
|
|
|
|
July
|
|
(7.22)
|
%
|
7.61
|
%
|
|
|
|
August
|
|
(2.17)
|
%
|
(10.68)
|
%
|
|
|
|
September
|
|
(8.35)
|
%
|
10.73
|
%
|
|
|
|
October
|
|
3.51
|
%
|
1.27
|
%
|
|
|
|
November
|
|
(14.69)
|
%
|
(5.25)
|
%
|
|
|
|
December
|
|
(14.12)
|
%
|
(4.30)
|
%
|
|
|
|
Annual Rate of Return
|
|
(44.76)
|
% **
|
(16.29)
|
%
|
(0.52)
|
%**
|
* The monthly rate of return is calculated by dividing
the ending NAV for a given month by the ending NAV for the previous month, subtracting 1 and multiplying this number by 100 to
arrive at a percentage increase or decrease.
** Not annualized.
There are significant differences between the Fund and the Teucrium
Natural Gas Fund. Most significantly, the Fund will primarily invest in shares of the Underlying Funds, whereas
the Teucrium Natural Gas Fund directly invests in commodity interests. Past performance is not necessarily indicative
of future results.
PERFORMANCE DATA FOR
TEUCRIUM SOYBEAN FUND
PAST PERFORMANCE IS NOT
NECESSARILY INDICATIVE OF FUTURE RESULTS
The Teucrium Soybean Fund commenced trading
and investment operations on September 19, 2011. The Teucrium Soybean Fund is listed on NYSE Arca and is neither: (i) a privately
offered pool pursuant to Section 4(2) of the Securities Act of 1933, as amended; (ii) a multi-advisor pool as defined in CFTC Regulation
4.10(d)(2); or (iii) a principal-protected pool as defined in CFTC Regulation 4.10(d)(3).
|
Units of beneficial interest issued (from inception until January 31, 2013)
|
|
|
800,004
|
|
|
Aggregate gross sale price for units issued
|
|
$
|
20,431,340
|
|
|
NAV per share as of January 31, 2013
|
|
$
|
24.85
|
|
|
Pool NAV as of January 31, 2013
|
|
$
|
7,454,798
|
|
|
Worst monthly percentage draw-down*
|
|
(12.36)
September 2011
|
%
|
|
Worst peak-to-valley draw-down**
|
|
(16.64)
September 19,
2011 (Inception) – November 2011
|
%
|
* A draw-down is a loss experienced by
the fund over a specified period. Draw-downs are measured on the basis of monthly returns only and do not reflect intra-month
figures. The worst monthly percentage draw-down reflects the largest single month loss sustained since inception of
investment operations.
** The worst peak-to-valley draw-down is the
largest percentage decline in the NAV per unit over the history of the fund. This need not be a continuous decline,
but can be a series of positive and negative returns. Worst peak-to-valley draw-down represents the greatest percentage decline
from any month-end NAV per unit that occurs without such month-end NAV per unit being equaled or exceeded as of a subsequent month-end. For
example, if the NAV per unit declined by $1 in each of January and February, increased by $1 in March and declined again by $2
in April, a “peak-to-valley drawdown” analysis conducted as of the end of April would consider that “drawdown”
to be continuing and to be $3 in amount, whereas if the NAV per unit had increased by $2 in March, the drawdown would have ended
as of the end of February at the $2 level.
|
|
|
Rates of Return*
|
|
Month
|
|
2011
|
|
2012
|
|
2013
|
|
|
January
|
|
|
|
(1.51)
|
%
|
2.98
|
%
|
|
February
|
|
|
|
7.48
|
%
|
|
|
|
March
|
|
|
|
3.98
|
%
|
|
|
|
April
|
|
|
|
2.08
|
%
|
|
|
|
May
|
|
|
|
(9.08)
|
%
|
|
|
|
June
|
|
|
|
9.27
|
%
|
|
|
|
July
|
|
|
|
9.71
|
%
|
|
|
|
August
|
|
|
|
6.28
|
%
|
|
|
|
September
|
|
(12.36)
|
%**
|
(6.57)
|
%
|
|
|
|
October
|
|
2.42
|
%
|
(2.33)
|
%
|
|
|
|
November
|
|
(7.13)
|
%
|
(5.62)
|
%
|
|
|
|
December
|
|
4.89
|
%
|
(1.51)
|
%
|
|
|
|
Annual Rate of Return
|
|
(12.56)
|
%***
|
10.38
|
%
|
2.98
|
%***
|
* The monthly rate of return is calculated by dividing
the ending NAV for a given month by the ending NAV for the previous month, subtracting 1 and multiplying this number by 100 to
arrive at a percentage increase or decrease.
** Partial month from September 19, 2011.
*** Not annualized.
There are significant differences between the Fund and the Teucrium
Soybean Fund. Most significantly, the Fund will primarily invest in shares of the Underlying Funds, whereas the
Teucrium Soybean Fund directly invests in commodity interests. Past performance is not necessarily indicative of future
results.
PERFORMANCE DATA FOR
TEUCRIUM WHEAT FUND
PAST PERFORMANCE IS NOT
NECESSARILY INDICATIVE OF FUTURE RESULTS
The Teucrium Wheat Fund commenced trading and
investment operations on September 19, 2011. The Teucrium Wheat Fund is listed on NYSE Arca and is neither: (i) a privately offered
pool pursuant to Section 4(2) of the Securities Act of 1933, as amended; (ii) a multi-advisor pool as defined in CFTC Regulation
4.10(d)(2); or (iii) a principal-protected pool as defined in CFTC Regulation 4.10(d)(3).
|
Units of beneficial interest issued (from inception until January 31, 2013)
|
|
|
475,004
|
|
|
Aggregate gross sale price for units issued
|
|
$
|
10,686,386
|
|
|
NAV per share as of January 31, 2013
|
|
$
|
21.10
|
|
|
Pool NAV as of January 31, 2013
|
|
$
|
5,802,612
|
|
|
Worst monthly percentage draw-down*
|
|
(10.20
September 2011
|
)%
|
|
Worst peak-to-valley draw-down**
|
|
(20.36
September 19,
2011 (Inception) – May 2012
|
)%
|
* A draw-down is a loss experienced by
the fund over a specified period. Draw-downs are measured on the basis of monthly returns only and do not reflect intra-month
figures. The worst monthly percentage draw-down reflects the largest single month loss sustained since inception of
investment operations.
** The worst peak-to-valley draw-down is the
largest percentage decline in the NAV per unit over the history of the fund. This need not be a continuous decline,
but can be a series of positive and negative returns. Worst peak-to-valley draw-down represents the greatest percentage decline
from any month-end NAV per unit that occurs without such month-end NAV per unit being equaled or exceeded as of a subsequent month-end. For
example, if the NAV per unit declined by $1 in each of January and February, increased by $1 in March and declined again by $2
in April, a “peak-to-valley drawdown” analysis conducted as of the end of April would consider that “drawdown”
to be continuing and to be $3 in amount, whereas if the NAV per unit had increased by $2 in March, the drawdown would have ended
as of the end of February at the $2 level.
|
|
|
Rates of Return*
|
|
Month
|
|
2011
|
|
2012
|
2013
|
|
January
|
|
|
|
(0.31)
|
%
|
(0.71)
|
%
|
|
February
|
|
|
|
(2.38)
|
%
|
|
|
|
March
|
|
|
|
(1.56)
|
%
|
|
|
|
April
|
|
|
|
(4.11)
|
%
|
|
|
|
May
|
|
|
|
(3.07)
|
%
|
|
|
|
June
|
|
|
|
10.90
|
%
|
|
|
|
July
|
|
|
|
10.78
|
%
|
|
|
|
August
|
|
|
|
(0.12)
|
%
|
|
|
|
September
|
|
(10.20)
|
%**
|
0.49
|
%
|
|
|
|
October
|
|
3.30
|
%
|
(2.20)
|
%
|
|
|
|
November
|
|
(8.50)
|
%
|
(1.92)
|
%
|
|
|
|
December
|
|
5.37
|
%
|
(9.77)
|
%
|
|
|
|
Annual Rate of Return
|
|
(10.56)
|
%***
|
(4.96)
|
%
|
(0.71)
|
%***
|
* The monthly rate of return
is calculated by dividing the ending NAV for a given month by the ending NAV for the previous month, subtracting 1 and multiplying
this number by 100 to arrive at a percentage increase or decrease.
** Partial month from September 19,
2011.
*** Not annualized.
There are significant differences between the Fund and the Teucrium
Wheat Fund. Most significantly, the Fund will primarily invest in shares of the Underlying Funds, whereas the Teucrium
Wheat Fund directly invests in commodity interests. Past performance is not necessarily indicative of future results.
PERFORMANCE DATA FOR TEUCRIUM SUGAR FUND
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE
OF FUTURE RESULTS
The Teucrium Sugar Fund commenced trading
and investment operations on September 19, 2011. The Fund is listed on NYSE Arca and is neither: (i) a privately offered pool pursuant
to Section 4(2) of the Securities Act of 1933, as amended; (ii) a multi-advisor pool as defined in CFTC Regulation 4.10(d)(2);
or (iii) a principal-protected pool as defined in CFTC Regulation 4.10(d)(3).
|
Units of beneficial interest issued (from inception until January 31, 2013)
|
|
|
350,004
|
|
|
Aggregate gross sale price for units issued
|
|
$
|
7,824,567
|
|
|
NAV per share as of January 31, 2013
|
|
$
|
17.31
|
|
|
Pool NAV as of January 31, 2013
|
|
$
|
2,164,075
|
|
|
Worst monthly percentage draw-down*
|
|
|
(11.06)
April 2012
|
%
|
|
Worst peak-to-valley draw-down**
|
|
|
(30.76)
September 19,
2011 (Inception)
- January 2013
|
%
|
* A draw-down is a loss experienced by the
fund over a specified period. Draw-downs are measured on the basis of monthly returns only and do not reflect intra-month figures.
The worst monthly percentage draw-down reflects the largest single month loss sustained since inception of investment operations.
** The worst peak-to-valley draw-down is
the largest percentage decline in the NAV per unit over the history of the fund. This need not be a continuous decline, but can
be a series of positive and negative returns. Worst peak-to-valley draw-down represents the greatest percentage decline from any
month-end NAV per unit that occurs without such month-end NAV per unit being equaled or exceeded as of a subsequent month-end.
For example, if the NAV per unit declined by $1 in each of January and February, increased by $1 in March and declined again by
$2 in April, a “peak-to-valley drawdown” analysis conducted as of the end of April would consider that “drawdown”
to be continuing and to be $3 in amount, whereas if the NAV per unit had increased by $2 in March, the drawdown would have ended
as of the end of February at the $2 level.
|
|
|
Rates of Return*
|
|
Month
|
|
2011
|
2012
|
2013
|
|
January
|
|
|
|
|
|
0.00
|
%
|
|
(2.81)
|
%
|
|
February
|
|
|
|
|
|
6.07
|
%
|
|
|
|
|
March
|
|
|
|
|
|
(2.82)
|
%
|
|
|
|
|
April
|
|
|
|
|
|
(11.06)
|
%
|
|
|
|
|
May
|
|
|
|
|
|
(8.70)
|
%
|
|
|
|
|
June
|
|
|
|
|
|
0.00
|
%
|
|
|
|
|
July
|
|
|
|
|
|
5.39
|
%
|
|
|
|
|
August
|
|
|
|
|
|
(8.51)
|
%
|
|
|
|
|
September
|
|
|
(3.32)
|
%**
|
|
(0.27)
|
%
|
|
|
|
|
October
|
|
|
3.19
|
%
|
|
(5.66)
|
%
|
|
|
|
|
November
|
|
|
(5.89)
|
%
|
|
0.29
|
%
|
|
|
|
|
December
|
|
|
(1.75)
|
%
|
|
1.42
|
%
|
|
|
|
|
Annual Rate of Return
|
|
|
(7.76)
|
%***
|
|
(22.77)
|
%
|
|
(2.81)
|
%***
|
*The monthly rate of return is calculated by dividing
the ending NAV for a given month by the ending NAV for the previous month, subtracting 1 and multiplying this number by 100 to
arrive at a percentage increase or decrease.
**Partial month from September 19,
2011.
***Not annualized.
There are significant differences between the Fund and the Teucrium
Sugar Fund. Most significantly, the Fund will primarily invest in shares of the Underlying Funds, whereas the Teucrium
Sugar Fund directly invests in commodity interests. Past performance is not necessarily indicative of future results.
The Trustee
The sole Trustee of the Trust is Wilmington
Trust Company, a Delaware banking corporation. The Trustee’s principal offices are located at 1100 North Market Street,
Wilmington, Delaware 19890-0001. The Trustee is unaffiliated with the Sponsor. The Trustee’s duties and liabilities
with respect to the offering of Shares and the management of the Trust and the Fund are limited to its express obligations under
the Trust Agreement.
The Trustee will accept service of legal process
on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. The Trustee does
not owe any other duties to the Trust, the Sponsor or the Shareholders. The Trustee is permitted to resign upon at least
sixty (60) days’ notice to the Sponsor. If no successor trustee has been appointed by the Sponsor within such sixty-day
period, the Trustee may, at the expense of the Trust, petition a court to appoint a successor. The Trust Agreement provides
that the Trustee is entitled to reasonable compensation for its services from the Sponsor or an affiliate of the Sponsor (including
the Trust), and is indemnified by the Sponsor against any expenses it incurs relating to or arising out of the formation, operation
or termination of the Trust, or any action or inaction of the Trustee under the Trust Agreement, except to the extent that such
expenses result from the gross negligence or willful misconduct of the Trustee. The Sponsor has the discretion to replace
the Trustee.
The Trustee has not signed the registration
statement of which this prospectus is a part, and is not subject to issuer liability under the federal securities laws for the
information contained in this prospectus and under federal securities laws with respect to the issuance and sale of the Shares.
Under such laws, neither the Trustee, either in its capacity as Trustee or in its individual capacity, nor any director, officer
or controlling person of the Trustee is, or has any liability as, the issuer or a director, officer or controlling person of the
issuer of the Shares.
Under
the Trust Agreement, the duty and authority to manage the business affairs of the Trust, and of all of the funds that are a series
of the Trust, including control of the Fund and the Underlying Funds, is rested solely with the Sponsor, which the Sponsor may
delegate as provided for in the Trust Agreement. The Trustee has no duty or liability to supervise or monitor the performance
of the Sponsor, nor does the Trustee have any liability for the acts or omissions of the Sponsor.
Because the Trustee has delegated substantially
all of its authority over the operation of the Trust to the Sponsor, the Trustee itself is not registered in any capacity with
the CFTC.
Operation of the Fund
The investment objective of the Fund is to have
daily changes in percentage terms of the Shares’ NAV reflect the daily changes in percentage terms of the Underlying Fund
Average, a weighted average of the NAVs per share of the Teucrium Corn Fund, Teucrium Wheat Fund, Teucrium Soybean Fund and Teucrium
Sugar Fund. The Underlying Fund Average has 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. The Fund does
not intend to invest directly in Commodity Interests, although it reserves the right to do so in the future, including if an Underlying
Fund ceases operations or if shares of an Underlying Fund cease trading on NYSE Arca.
The investment objective of each Underlying
Fund is to have the daily changes in percentage terms of its Shares’ NAV reflect the daily changes in percentage terms of
the Underlying Fund’s Benchmark. Specifically, the Teucrium Corn Fund’s Benchmark is: (1) the second-to-expire
Futures Contract for corn traded on the CBOT, weighted 35%, (2) the third-to-expire CBOT corn Futures Contract, weighted 30%, and
(3) the CBOT Corn Futures Contract expiring in the December following the expiration month of the third-to-expire contract,
weighted 35%. The Teucrium Wheat Fund’s Benchmark is: (1) the second-to-expire CBOT Wheat Futures Contract, weighted 35%,
(2) the third-to-expire CBOT wheat Futures Contract, weighted 30%, and (3) the CBOT Wheat Futures Contract expiring in the December
following the expiration month of the third-to-expire contract, weighted 35%. The Teucrium Soybean Fund’s Benchmark
is: (1) the second-to-expire CBOT Soybean Futures Contract, weighted 35%, (2) the third-to-expire CBOT Soybean Futures Contract,
weighted 30%, and (3) the CBOT Soybean Futures Contract expiring in the November following the expiration month of the third-to-expire
contract, weighted 35%, except that CBOT Soybean Futures Contracts expiring in August and September will not be part of the Teucrium
Soybean Fund’s Benchmark because of the less liquid market for these Futures Contracts. The Teucrium Sugar
Fund’s Benchmark is: (1) the second-to-expire Sugar No. 11
Futures Contract traded on ICE Futures, weighted 35%, (2) the third-to-expire ICE Futures Sugar No. 11 Futures Contract, weighted
30%, and (3) the ICE Futures Sugar No. 11 Futures Contract expiring in the March following the expiration month of the third-to-expire
contract, weighted 35%.
Each Underlying Fund seeks to achieve its investment
objective by investing under normal market conditions in Benchmark Component Futures Contracts or, in certain circumstances, in
other Futures Contracts for its Specified Commodity. In addition, and to a limited extent, an Underlying Fund also may invest
in exchange-traded options on Futures Contracts and in Cleared Swaps for its Specified Commodity in furtherance of the Underlying
Fund's investment objective. Once position limits or accountability levels on Futures Contracts on an Underlying Fund’s
Specified Commodity are applicable, each Underlying Fund's intention is to invest first in Cleared Swaps based on its Specified
Commodity to the extent practicable in light of the position limits applicable to such Cleared Swaps and appropriate in light of
the liquidity in the market for such Cleared Swaps, and then in Other Commodity Interests on its Specified Commodity. See
“The Offering – Futures Contracts” below. By utilizing certain or all of these investments, the Sponsor
endeavors to cause each Underlying Fund's performance to closely track that of its Benchmark.
The
Underlying Funds invest in Commodity Interests to the fullest extent possible without being leveraged or unable to satisfy their
current or potential margin or collateral obligations with respect to its investments in Commodity Interests. After fulfilling
such margin and collateral requirements, the Underlying Funds invest the remainder of its proceeds from the sale of baskets in
short-term Treasury Securities or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts).
Therefore, the focus of the Sponsor in managing the Underlying Funds is investing in Commodity Interests and in Treasury Securities,
cash and/or cash equivalents. The Sponsor expects to manage the Fund’s and Underlying Funds’ investments directly,
although it has been authorized by the Trust to retain, establish the terms of retention for, and terminate third-party commodity
trading advisors to provide such management. The Sponsor has substantial discretion in managing the Fund’s and Underlying
Funds’ investments consistent with meeting their investment objectives, including the discretion: (1) to choose whether to
invest an Underlying Fund’s assets in the Benchmark Component Futures Contracts or other Futures Contracts, Cleared Swaps
or Other Commodity Interests with similar investment characteristics; (2) to choose when to “roll” the Underlying Fund’s
positions in Commodity Interests as described below, and (3) to manage the Fund’s and Underlying Funds’ investments
in Treasury Securities, cash and cash equivalents.
The Underlying Funds seek to achieve their investment
objectives primarily by investing in Commodity Interests such that the changes in its NAV will be expected to closely track the
changes in its Benchmark. Each Underlying Fund’s positions in Commodity Interests will be changed or “rolled”
on a regular basis in order to track the changing nature of its Benchmark. For example, several times a year (on the dates
on which Futures Contracts on the Underlying Fund’s Specified Commodity expire), a particular Futures Contract will no longer
be a Benchmark Component Futures Contract, and the Underlying Fund’s investments will have to be changed accordingly.
In order that the Underlying Funds’ trading does not cause unwanted market movements and to make it more difficult for third
parties to profit by trading based on such expected market movements, the Underlying Funds’ investments may not be rolled
entirely on that day, but rather may be rolled over a period of days.
Consistent with achieving each Underlying Fund’s
investment objective of closely tracking its Benchmark, the Sponsor may for certain reasons cause the Underlying Fund to enter
into or hold Futures Contracts other than the Benchmark Component Futures Contracts, Cleared Swaps and/or Other Commodity Interests.
For example, certain Cleared Swaps have standardized terms similar to, and are priced by reference to, a corresponding Benchmark
Component Futures Contract. Additionally, over-the-counter Commodity Interests can generally be structured as the parties
to the contract desire. Therefore, an Underlying Fund might enter into multiple Cleared Swaps and/or over-the-counter Commodity
Interests related to its Specified Commodity that are intended to exactly replicate the performance of each of the Underlying Fund’s
Benchmark Component Futures Contracts, or a single over-the-counter Commodity Interest designed to replicate the performance of
its Benchmark as a whole. Assuming that there is no default by a counterparty to an over-the-counter Commodity Interest,
the performance of the Commodity Interest will necessarily correlate exactly with the performance of the Underlying Fund’s
Benchmark or the applicable Benchmark Component Futures Contract. The Underlying Funds might also enter into or hold Commodity
Interests other than the Benchmark Component Futures Contracts to facilitate effective trading, consistent with the discussion
of the Underlying Fund’s “roll” strategy in the preceding paragraph. In addition, an
Underlying Fund might enter into or hold Commodity Interests related
to its Specified Commodity that would be expected to alleviate overall deviation between the Underlying Fund’s performance
and that of its Benchmark that may result from certain market and trading inefficiencies or other reasons. By utilizing certain
or all of the investments described above, the Sponsor endeavors to cause each Underlying Fund’s performance to closely track
that of its Benchmark.
The Sponsor endeavors to place the Fund’s
trades in the Underlying Funds and otherwise manage the Fund’s investments so that the Fund’s average daily tracking
error against the Underlying Fund Average will be less than 10 percent over any period of 30 trading days. More specifically,
the Sponsor endeavors to manage the Fund so that A will be within plus/minus 10 percent of B, where:
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A is the average daily change in the Fund’s NAV for any period of 30 successive valuation days; i.e., any trading day as of which the Fund calculates its NAV, and
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B is the average daily change in the price of the Underlying Fund Average over the same period.
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The Sponsor believes that market arbitrage opportunities
cause daily changes in the Fund’s Share price on the NYSE Arca to closely track daily changes in the Fund’s NAV
per Share, and cause daily changes in the price of shares of each Underlying Fund on the NYSE Arca to closely track daily changes
in the Underlying Fund’s NAV per share. The Sponsor believes that the net effect of these expected relationships and
its expected ability (as described above) to cause daily changes in the Fund’s NAV to closely track daily changes in the
Underlying Fund Average and to cause daily changes in each Underlying Fund’s NAV to closely track daily changes in its Benchmark
will be that daily changes in the price of the Fund’s Shares on the NYSE Arca will closely track daily changes in an average
of the Underlying Funds’ Benchmarks. In addition, while the Benchmarks are composed of Futures Contracts and are therefore
a measure of the price of commodities for future delivery, there is nonetheless expected to be a reasonable degree of correlation
between the Benchmarks and the cash or spot prices of the Specified Commodities.
These relationships are illustrated in the following
diagram:
An investment in the Shares provides a means
for diversifying an investor’s portfolio or hedging exposure to changes in agricultural commodity prices. An investment
in the Shares allows both retail and institutional investors to easily gain this exposure to the agricultural commodities market
in a transparent, cost-effective manner.
The Sponsor employs a “neutral”
investment strategy intended to track changes in the Underlying Fund Average and the Underlying Funds will track changes in their
Benchmarks regardless of whether the Underlying Fund Average or Benchmarks go up or go down. The Fund’s and Underlying
Funds’ “neutral” investment strategies are designed to permit investors generally to purchase and sell the Fund’s
Shares for the purpose of investing indirectly in the agricultural commodities market in a cost-effective manner. Such investors
may include participants in agricultural industries and other industries seeking to hedge the risk of losses in their commodity-related
transactions, as well as investors seeking exposure to the agricultural commodities market. Accordingly, depending on the
investment objective of an individual investor, the risks generally associated with investing in the agricultural commodities market
and/or the risks involved in hedging may exist. In addition, an investment in the Fund involves the risk that the changes
in the price of the Fund’s Shares will not accurately track the changes in the Underlying Fund Average, that changes in the
prices of the shares of the Underlying Funds will not accurately track the changes in the Underlying Funds’ Benchmarks, and
that changes in the Benchmarks will not closely correlate with changes in the prices of the Specified Commodities on the spot market.
Furthermore, as noted above, the Fund and Underlying Funds also hold short-term Treasury Securities, cash and/or cash equivalents.
The Sponsor does not expect there to be any meaningful correlation between the performance of the Fund’s and Underlying Funds’
investments in Treasury Securities/cash/cash equivalents and the changes in the prices of the Specified Commodities
or Commodity Interests. While the level of interest earned
on or the market price of these investments may in some respects correlate to changes in the price of the Specified Commodities,
this correlation is not anticipated as part of the Fund’s efforts to meet its objective.
The total portfolio composition of the Fund
and Underlying Funds is disclosed each business day that the NYSE Arca is open for trading on the Fund’s website at
www.teucriumtagsfund.com
.
The website disclosure of portfolio holdings is made daily and includes, as applicable, the name and value of each Underlying Fund
and each Treasury security and cash equivalent, and the amount of cash, held in the Fund’s portfolio, and the name and value
of each Futures Contract and Cleared Swap, the specific types of Other Commodity Interests and characteristics of such Other Commodity
Interests, the name and value of each Treasury security and cash equivalent, and the amount of cash held in each Underlying Fund’s
portfolio. The Fund’s website is publicly accessible at no charge.
The Shares issued by the Fund may only be purchased
by Authorized Purchasers and only in blocks of 25,000 Shares called Creation Baskets. The amount of the purchase payment
for a Creation Basket is equal to the aggregate NAV of Shares in the Creation Basket. Similarly, only Authorized Purchasers
may redeem Shares and only in blocks of 25,000 Shares called Redemption Baskets. The amount of the redemption proceeds for
a Redemption Basket is equal to the aggregate NAV of Shares in the Redemption Basket. The purchase price for Creation Baskets
and the redemption price for Redemption Baskets are the actual NAV calculated at the end of the business day when a request for
a purchase or redemption is received by the Fund. The NYSE Arca publishes an approximate NAV intra-day based on the prior
day’s NAV and the current price of the Benchmark Component Futures Contracts, but the price of Creation Baskets and Redemption
Baskets is determined based on the actual NAV calculated at the end of each trading day.
While the Fund issues Shares only in Creation
Baskets, Shares may also be purchased and sold in much smaller increments on the NYSE Arca. These transactions, however,
are effected at the bid and ask prices established by the specialist firm(s). Like any listed security, Shares can be purchased
and sold at any time a secondary market is open.
The Investment Strategies of the Fund
and the Underlying Funds
In managing the Fund’s and Underlying
Funds’ assets, the Sponsor does not use a technical trading system that automatically issues buy and sell orders. Instead,
each time one or more baskets of Fund Shares are purchased or redeemed, the Sponsor will purchase or sell shares of the Underlying
Funds in the secondary market. While the Fund will not cause Authorized Purchasers to purchase or redeem baskets on its behalf,
the demand for Underlying Fund shares caused by the Fund’s trades may cause an Authorized Purchaser to create independently
one or more baskets of one or more of the Underlying Funds. When one or more baskets of shares of an Underlying Fund are
purchased or redeemed, Commodity Interests are purchased or sold with an aggregate market value that approximates the amount of
cash received or paid upon the purchase or redemption of the basket(s).
As an example, assume that a Creation Basket
is sold by an Underlying Fund, that the Fund’s closing NAV per share is $25.00, and that the basket size for the Underlying
Funds is 25,000 shares. In that case, the Underlying Fund would receive $625,000 in proceeds from the sale of the Creation
Basket ($25.00 NAV per share multiplied by 25,000 Shares, and ignoring any Creation Basket fee). If one were to assume further
that the Sponsor wants to invest the entire proceeds from the Creation Basket in the Benchmark Component Futures Contracts and
that the market value of each such Benchmark Component Futures Contract is $50,326 (or otherwise not a round number), the Underlying
Fund would be unable to buy an exact number of Futures Contracts with an aggregate market value equal to $625,000. Instead,
the Underlying Fund would be able to purchase 12 Benchmark Component Futures Contracts with an aggregate market value of $603,912.
Assuming a margin requirement equal to 10% of the value of the Futures Contracts, the Fund would be required to deposit $60,391
in Treasury Securities and cash with the FCM through which the Futures Contracts were purchased. The remainder of the proceeds
from the sale of the Creation Basket, $564,609, would remain invested in cash, cash equivalents, and Treasury Securities as determined
by the Sponsor from time to time based on factors such as potential calls for margin or anticipated redemptions.
The specific Commodity Interests purchased by
an Underlying Fund will depend on various factors, including a judgment by the Sponsor as to the appropriate diversification of
the Underlying Fund’s investments.
While the Sponsor anticipates that a substantial majority of each
Underlying Fund’s assets will be invested in Futures Contracts and Cleared Swaps on its Specified Commodity, for various
reasons, including the ability to enter into the precise amount of exposure to the market for the Specified Commodity and position
limits on Futures Contracts and Cleared Swaps, it may also invest in Other Commodity Interests, including swaps other than Cleared
Swaps, in the over-the-counter market to a potentially significant degree.
The Sponsor does not anticipate letting the
Underlying Funds’ Futures Contracts expire and taking delivery of a Specified Commodity. Instead, the Sponsor closes
out existing positions, e.g., in response to ongoing changes in an Underlying Fund’s Benchmark or if it otherwise determines
it would be appropriate to do so and reinvest the proceeds in new Commodity Interests. Positions may also be closed out to
meet orders for Redemption Baskets, in which case the proceeds from closing the positions will not be reinvested.
Futures Contracts
Futures Contracts are agreements between two
parties. One party agrees to buy a commodity from the other party at a later date at a price and quantity agreed-upon when
the contract is made. In market terminology, a party who purchases a Futures Contract is long in the market and a party who
sells a Futures Contract is short in the market. The contractual obligations of a buyer or seller may generally be satisfied
by taking or making physical delivery of the underlying commodity or by making an offsetting sale or purchase of an identical Futures
Contract on the same or linked exchange before the designated date of delivery. The difference between the price at which
the Futures Contract is purchased or sold and the price paid for the offsetting sale or purchase, after allowance for brokerage
commissions, constitutes the profit or loss to the trader.
If the price of the commodity increases after
the original Futures Contract is entered into, the buyer of the Futures Contract will generally be able to sell a Futures Contract
to close out its original long position at a price higher than that at which the original contract was purchased, generally resulting
in a profit to the buyer. Conversely, the seller of a Futures Contract will generally profit if the price of the underlying
commodity decreases, as it will generally be able to buy a Futures Contract to close out its original short position at a price
lower than that at which the original contract was sold. Because the Underlying Funds seek to track their Benchmarks directly
and profit when the price of the Specified Commodity and, as a likely result of an increase in the price of the Specified Commodity,
the price of Futures Contracts on the Specified Commodity increase, each Underlying Fund will generally be long in the market for
its Specified Commodity, and will generally sell Futures Contracts only to close out existing long positions.
Futures
Contracts are typically traded on futures exchanges such as the CBOT and ICE Futures, which provide centralized market facilities
in which multiple persons may trade contracts. Members of a particular futures exchange and the trades executed on such exchange
are subject to the rules of that exchange. Futures exchanges and their related clearing organizations are given reasonable
latitude in promulgating rules and regulations to control and regulate their members.
Trades on a futures exchange are generally cleared
by the exchange or an affiliated clearing organization, which provides services designed to mutualize or transfer the credit risk
arising from the trading of contracts on an exchange. The clearing organization effectively becomes the other party to the
trade, and each clearing member party to the trade looks only to the clearing organization for performance.
Futures Contracts on corn, wheat and soybeans
are traded on the CBOT in units of 5,000 bushels, and Sugar No. 11 Futures Contracts are traded on ICE Futures and the New York
Mercantile Exchange in units of 112,000 pounds. Generally, Futures Contracts traded on an exchange are priced by floor brokers
and other exchange members both through an “open outcry” of offers to purchase or sell the contracts and through an
electronic, screen-based system that determines the price by electronically matching offers to purchase and sell. Futures
Contracts may also be based on commodity indices, in that they call for a cash payment based on the change in the value of the
specified index during a specified period. No Futures Contracts based on an index of prices of a Specified Commodity are
currently available, although an Underlying Fund could enter into such contracts should they become available in the future.
Certain typical and significant characteristics
of Futures Contracts are discussed below. Additional risks of investing in Futures Contracts are included in “What
are the Risk Factors Involved with an Investment in the Fund?”
Impact of Position Limits, Accountability
Levels, and Price Fluctuation Limits
Under current regulations, subject to any
relevant exemptions, traders, such as the Sponsor of the Fund, may not exceed speculative position limits, either individually,
or in the aggregate with other persons with whom they are under common control or ownership. In late 2011, the CFTC adopted rules
that impose new position limits on Reference Contracts involving 28 energy, metals and agricultural commodities (the “Position
Limit Rules”). The Position Limit Rules were scheduled to become effective on October 12, 2012. However, on September 28,
2012, the United States District Court for the District of Columbia vacated these regulations on the basis of ambiguities in the
provisions of the Commodity Exchange Act (as modified by the Dodd-Frank Act) upon which the regulations were based. In its September
28th decision, the court remanded the Position Limit Rules to the CFTC with instructions to use its expertise and experience to
resolve the ambiguities in the statute. On November 15, 2012, the CFTC indicated that it will move forward with an appeal of the
District Court’s decision to vacate the Position Limit Rules. At this time, it is not possible to predict how the CFTC’s
appeal could affect the Fund, but it may be substantial and adverse. Furthermore, until such time as the appeal is resolved or,
if applicable revisions to the Position Limit Rules are proposed and adopted, the regulatory architecture in effect prior to the
enactment of the Position Limit Rules will govern transactions in commodities and related derivatives. Under that system, the CFTC
enforces federal limits on speculation in agricultural products (e.g., corn, wheat and soy), while futures exchanges enforce accountability
levels for agricultural and certain energy products (e.g., oil and gas). As a result, the Fund may be limited with respect to the
size of its investments in any commodities subject to these limits. Finally, subject to certain narrow exceptions, the vacated
Position Limit Rules would have required the aggregation, for purposes of the position limits, of all positions in the 28 Reference
Contracts held by a single entity and its affiliates, regardless of whether such positions existed on U.S. futures exchanges, non-U.S.
futures exchanges, in cleared swaps or in over-the-counter swaps. The CFTC is presently considering new aggregation rules, under
a rulemaking proposal that is distinct from the Position Limit Rules. At this time, it is unclear how any modified aggregation
rules may affect the Fund and the Underlying Funds, but it may be substantial and adverse. By way of example, the aggregation rules
in combination with any revised Position Limit Rules may negatively impact the ability of the Fund and the Underlying Funds to
meet their investment objectives through limits that may inhibit the Sponsor’s ability to sell additional Creation Baskets
of the Fund and the Underlying Funds.
The CFTC and U.S. designated contract
markets such as the CBOT, ICE Futures and the NYMEX may establish position limits and accountability levels on the maximum net
long or net short positions in Futures Contracts in commodities that any person or group of persons under common trading control
(other than as a hedge, which an investment by the Fund would not be) may hold, own or control. The net position is the difference
between an individual or firm’s open long contracts and open short contracts in any one commodity. In addition, most
U.S. futures exchanges limit the daily price fluctuation for Futures Contracts.
Position limits generally impose a fixed
ceiling on aggregate holdings in futures contracts relating to a particular commodity, and may also impose separate ceilings on
contracts expiring in any one month, contracts expiring in the spot month, and/or contracts in certain specified final days of
trading. By way of example, the CFTC’s position limits for Soybean Futures Contracts (including related options) are
600 spot month contracts, 15,000 contracts expiring in any other single month, and 15,000 contracts for all months. All
Soybean Futures Contracts held under the control of the Sponsor, including those held by any future series of the Trust, will be
aggregated in determining the application of these position limits. Position limits could in certain circumstances effectively
limit the number of Creation Baskets that the Fund can sell but, because the Fund is new, it is not expected to reach asset levels
that would cause these position limits to be implicated in the near future.
In contrast to position limits, accountability
levels are not fixed ceilings, but rather thresholds above which an exchange may exercise greater scrutiny and control over an
investor, including by imposing position limits on the investor.
Futures exchanges also may limit the amount
of price fluctuation for Commodity Futures Contracts. The daily price fluctuation limit establishes the maximum amount
that the price of futures contracts may vary either up or down from the previous day’s settlement price. For example,
the CBOT imposes an initial $0.70 per bushel ($3,500 per contract) daily price fluctuation limit for Soybean Futures Contracts. Once
the daily price fluctuation limit has been reached in a particular Soybean Futures Contract, no trades may be made at a price beyond
that
limit. If two or more Soybean Futures Contract months
within the first seven listed non-spot contracts close at the limit, the daily price limit increases to $1.05 per bushel ($5,250
per contract) the next business day and to $1.60 per bushel ($8,000 per contract) the next business day, if the limit is met again. These
limits are based off the previous trading day’s settlement price.
Price Volatility
Despite daily price limits, the price volatility
of futures contracts generally has been historically greater than that for traditional securities such as stocks and bonds.
Price volatility often is greater day-to-day as opposed to intra-day. Economic factors that may cause volatility in Futures
Contracts include changes in interest rates; governmental, agricultural, trade, fiscal, monetary and exchange control programs
and policies; weather and climate conditions; changing supply and demand relationships; changes in balances of payments and trade;
U.S. and international rates of inflation; currency devaluations and revaluations; U.S. and international political and economic
events; and changes in philosophies and emotions of market participants. Because the Underlying Funds invest a significant
portion of their assets in Futures Contracts, the assets of the Underlying Funds, and therefore the price of shares of the Underlying
Funds and the Fund’s Shares, may be subject to greater volatility than traditional securities.
Term
Structure of Futures Contracts and the Impact on Total Return
Several factors determine the total return from
investing in Futures Contracts. Because the Underlying Funds must periodically “roll” Futures Contract positions,
closing out soon-to-expire contracts that are no longer part of a Benchmark and entering into subsequent-to-expire contracts, one
such factor is the price relationship between soon-to-expire contracts and later-to-expire contracts. For example, if market
conditions are such that the prices of soon-to-expire contracts are higher than later-to-expire contracts (a situation referred
to as “backwardation” in the futures market), then the price of contracts will rise as they approach expiration.
Conversely, if the price of soon-to-expire contracts is lower than later-to-expire contracts (a situation referred to as “contango”
in the futures market), then absent a change in the market the price of contracts will decline as they approach expiration.
Over time, the price of a commodity will fluctuate
based on a number of market factors, including demand for the commodity relative to its supply. The value of Futures Contracts
will likewise fluctuate in reaction to a number of market factors. If investors seek to maintain their holdings in Futures
Contracts with a roughly constant expiration profile and not take delivery of the Specified Commodity, they must on an ongoing
basis sell their current positions as they approach expiration and invest in later-to-expire contracts.
If the futures market is in a state of backwardation
(i.e., when the price of the Specified Commodity in the future is expected to be less than the current price), an Underlying Fund
will buy later-to-expire contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and
assuming no changes to either prevailing commodity prices or the price relationship between the spot price, soon-to-expire contracts
and later-to-expire contracts, the value of a contract will rise as it approaches expiration, increasing the Underlying Fund’s
(and, therefore, the Fund’s) total return (ignoring the impact of commission costs and the interest earned on Treasury Securities,
cash and/or cash equivalents). As an example, assume that an Underlying Fund owns 100 Futures Contracts that have recently
become spot month contracts, that the price of spot month Futures Contracts is $10 per bushel, and the price of second-to-expire
Futures Contracts is $9.50 per bushel. The Fund will close out the spot month Futures Contracts at a value of $5,000,000
(100 contracts multiplied by 5,000 bushels per contract multiplied by $10), and will be able to enter into 105 second-to-expire
Futures Contracts with the proceeds, representing an additional 25,000 bushels of corn, wheat or soybeans than it previously owned.
If the futures market is in contango, an Underlying
Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire contracts that it sells. Hypothetically,
and assuming no other changes to either prevailing
commodity prices or the price relationship between the spot price,
soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches expiration, decreasing
the Underlying Fund’s (and, therefore, the Fund’s) total return (ignoring the impact of commission costs and the interest
earned on Treasury Securities, cash and/or cash equivalents). As an example, assume the same facts as in the prior paragraph
except that the price of second-to-expire Futures Contracts is $10.50 per bushel. The Fund will sell the spot month Futures
Contracts for $5,000,000, and will be able to purchase only 95 second-to-expire Futures Contracts with the proceeds, representing
25,000 fewer bushels of corn, wheat or soybeans than it previously owned.
Historically, the futures markets have experienced
periods of both contango and backwardation. Frequently, whether contango or backwardation exists for Futures Contracts on
agricultural commodities is a function, among other factors, of the seasonality of the markets for such commodities.
Margin Requirements and Marking-to-Market
Futures Positions
“Initial margin” is an amount of
funds that must be deposited by a commodity interest trader with the trader’s broker to initiate an open position in Futures
Contracts. A margin deposit is like a cash performance bond. It helps assure the trader’s performance of the
Futures Contracts that he or she purchases or sells. Futures Contracts are customarily bought and sold on initial margin
that represents a small percentage (ranging upward from less than 2%) of the aggregate purchase or sales price of the contract.
The amount of margin required in connection with a particular Futures Contract is set by the exchange on which the contract is
traded. Brokerage firms, such as the Underlying Funds’ clearing broker, carrying accounts for traders in Commodity
Interest contracts may require higher amounts of margin as a matter of policy to further protect themselves.
Futures Contracts are marked to market at the
end of each trading day and the margin required with respect to such contracts is adjusted accordingly. This process of marking-to-market
is designed to prevent losses from accumulating in any futures account. Therefore, if an Underlying Fund’s futures
positions have declined in value, the Underlying Fund may be required to post “variation margin” to cover this decline.
Alternatively, if the Underlying Fund’s futures positions have increased in value, this increase will be credited to the
Underlying Fund’s account.
Cleared Swaps
A swap agreement is a bilateral contract to
exchange a periodic stream of payments determined by reference to a notional amount, with payment typically made between the parties
on a net basis. For instance, in the case of a soybean swap, the Underlying Fund may be obligated to pay a fixed price
per bushel of soybeans and be entitled to receive an amount per bushel equal to the current value of an index of soybean prices,
the price of a specified Soybean Futures Contract, or the average price of a group of Soybean Futures Contracts such as the Benchmark.
The CFTC recently issued an order that permits
certain privately-negotiated agricultural swap contracts, including certain types of soybean, corn and wheat swaps, to be cleared
by the CBOT’s affiliated provider of clearing services and certain types of sugar swaps to be cleared by ICE Futures. The
Fund expects to focus on investments in these Cleared Swaps, as well as Commodity Futures Contracts, rather than over-the-counter
commodity swaps. Cleared Swaps are subject to position limits that are similar to, but currently measured separately
from, the positions limits applicable to Commodity Futures Contracts. Specifically, by way of example for an Underlying Fund, the
CBOT’s position limits for Cleared Soybean Swaps are 6,500 contracts expiring in any single month and 10,000 contracts for
all months. The Underlying Fund’s ability to rely on these Cleared Soybean Swaps may be further limited when the position
limit rules discussed above become effective.
Like Futures Contracts, Cleared Swaps are standardized
as to certain material economic terms such as the quantity of the commodity, which permits less flexibility in their structuring
than with over-the-counter Commodity Interests. The two parties to a cleared swap agree on the specific fixed price component
and the calendar month of expiration, and agree to submit the cleared swap to the clearing organization. The clearing organization
assumes the credit risk relating to the transaction, which effectively eliminates the creditworthiness of the counterparty as a
risk. Unlike futures contracts, cleared swaps call for settlement in cash, and do not permit settlement by delivery or receipt
of the physical commodity.
Over-the-Counter Derivatives
In addition to futures contracts, options on
Futures Contracts and Cleared Swaps, derivative contracts that are tied to various commodities are entered into outside of public
exchanges. These “over-the-counter” contracts are entered into between two parties in private contracts. Unlike
futures contracts and cleared swaps, which are guaranteed by a clearing organization, each party to an over-the-counter derivative
contract bears the credit risk of the other party, i.e, the risk that the other party will not be able to perform its obligations
under its contract.
Some over-the-counter derivatives contracts
contain relatively standardized terms and conditions and are available from a wide range of participants. Others have
highly customized terms and conditions and are not as widely available. While the Underlying Funds may enter into these
more customized contracts, the Underlying Funds will only enter into over-the-counter contracts containing certain terms and conditions,
as discussed further below, that are designed to minimize the credit risk to which the Underlying Fund will be subject and only
if the terms and conditions of the contract are consistent with achieving the Underlying Fund’s investment objective of closely
tracking its Benchmark. The over-the-counter contracts that the Underlying Funds may enter into will take the form of
either forward contracts or swaps.
A forward contract is a contractual obligation
to purchase or sell a specified quantity of a commodity at or before a specified date in the future at a specified price and, therefore,
is economically similar to a futures contract. Unlike futures contracts, however, forward contracts are typically traded
in the over-the-counter markets. In some instances such contracts may provide for cash settlement instead of making
or taking delivery of the underlying commodity. Forward contracts for a given commodity are generally available for various amounts
and maturities and are subject to individual negotiation between the parties involved. Moreover, generally there is
no direct means of offsetting or closing out a forward contract by taking an offsetting position as one would a Futures Contract
on a U.S. exchange. If a trader desires to close out a forward contract position, he generally will establish an opposite
position in the contract but will settle and recognize the profit or loss on both positions simultaneously on the delivery date. Thus,
unlike in the futures contract market where a trader who has offset positions will recognize profit or loss immediately, in the
forward market a trader with a position that has been offset at a profit will generally not receive such profit until the delivery
date, and likewise a trader with a position that has been offset at a loss will generally not have to pay money until the delivery
date. However, in some instances such contracts may provide a right of offset that will allow for the receipt of profit
and payment for losses prior to the delivery date.
Like a Cleared Swap, an over-the-counter swap
agreement is a bilateral contract to exchange a periodic stream of payments determined by reference to a notional amount, with
payment typically made between the parties on a net basis. For instance, an Underlying Fund may be obligated to pay
a fixed price per bushel of a commodity multiplied by a notional number of bushels and be entitled to receive an amount per bushel
equal to the current value of an index of that commodity’s prices, the price of a specified Futures Contract, or the average
price of a group of Futures Contracts such as the Underlying Fund’s Benchmark. Unlike cleared swaps, however,
each party to the swap is subject to the credit risk of the other party. The Underlying Funds will only enter into over-the-counter
swaps on a net basis, where the two payment streams are netted out on a daily basis, with the parties receiving or paying, as the
case may be, only the net amount of the two payments. Like cleared swaps, over-the-counter swaps do not generally involve
the delivery of underlying assets or principal. Accordingly, an Underlying Fund’s risk of loss with respect to
an over-the-counter swap will generally be limited to the net amount of payments that its counterparty is contractually obligated
to make less any collateral the Underlying Fund is holding from its counterparty.
To reduce the credit risk that arises in connection
with over-the-counter contracts, the Underlying Funds will generally enter into agreements with each counterparty based on the
Master Agreement published by the International Swaps and Derivatives Association, Inc. that provides for the netting of an Underlying
Fund’s overall exposure to each counterparty and for daily collateral transfers based on the marked-to-market value of the
contract.
The creditworthiness of each potential counterparty
will be assessed by the Sponsor. The Sponsor assesses or reviews, as appropriate, the creditworthiness of each potential
or existing counterparty to an over-the-counter contract pursuant to guidelines approved by the Sponsor. The creditworthiness
of existing counterparties will be
reviewed periodically by the Sponsor. The Sponsor’s President
and Chief Investment Officer has over 25 years of experience in over-the-counter derivatives trading, including the counterparty
creditworthiness analysis inherent therein. The Sponsor’s Chief Executive Officer, through his prior experience as a Chief
Financial Officer and Treasurer, has extensive experience evaluating the creditworthiness of business partners and counterparties
to commercial and derivative contracts. Notwithstanding this experience, there is no guarantee that the Sponsor’s
creditworthiness analysis will be successful and that counterparties selected for Fund transactions will not default on their contractual
obligations.
The Underlying Funds also may require that a
counterparty be highly rated and/or provide collateral or other credit support. The Sponsor on behalf of the Underlying
Fund may enter into over-the-counter contracts with various types of counterparties, including: (a) banks regulated by a United
States federal bank regulator, (b) broker-dealers regulated by the SEC, (c) insurance companies domiciled in the United States,
(d) producers of agricultural commodities such as farmers and related agricultural enterprises, (e) users of agricultural commodities
such as producers of prepared food products and biofuel producers, (f) any other person (including affiliates of any of the above)
who is engaged to a substantial degree in the business of trading commodities. Certain of these types of counterparties
will not be subject to regulation by the CFTC or any other significant federal or state regulatory structure; While it is the Sponsor’s
preference to use regulated entities as counterparties, the Sponsor primarily considers creditworthiness in selecting counterparties
rather than the primary business of the prospective counterparty or the regulatory structure to which it is subject.
Fund Performance
See the graph below under “Fund Performance”
in the Statement of Additional Information at the end of this prospectus.
The Corn Market
Corn is the most widely produced livestock
feed grain in the United States, and the majority of the United States’ corn crop is used in livestock feed. Corn
is also processed into food and industrial products, including starch, sweeteners, corn oil, beverages and industrial alcohol. Additionally,
corn is used in ethanol production.
The United States is the world’s leading
producer and exporter of corn. For the Crop Year 2010-2011, the United States produced approximately 38% of all the
corn globally; about 85% of the U.S. produced corn was sold domestically, while approximately 15% was exported. For
2010-2011, global production of 831.36 Million Metric Tons (MMT) was exceeded by consumption of 849.58 MMT. Besides
the United States for the Crop Year 2010-2011, other principal world corn exporters included Argentina and South Africa. Brazil,
Canada, the Ukraine and China also produced significant corn exports.
Standard Corn Futures Contracts trade on the CBOT in units of 5,000
bushels, although 1,000 bushel “mini-corn” Corn Futures Contracts also trade. Three grades of corn are deliverable
under CBOT Corn Futures Contracts: Number 1 yellow, which may be delivered at 1.5 cents over the contract price; Number
2 yellow, which may be delivered at the contract price; and Number 3 yellow, which may be delivered at 1.5 cents under the contract
price. There are five months each year in which CBOT Corn Futures Contracts expire: March, May, July, September
and December.
If the futures market is in a state of backwardation
(i.e., when the price of corn in the future is expected to be less than the current price), the Fund will buy later-to-expire contracts
for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing
corn prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts, the value
of a contract will rise as it approaches expiration. Over time, if backwardation remained constant, the differences would continue
to increase. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than the sooner-to-expire
contracts that it sells. Hypothetically, and assuming no other changes to either prevailing corn prices or the price relationship
between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it approaches
expiration. Over time, if contango remained constant, the difference would continue to increase. Historically, the corn futures
markets have experienced periods of both
contango and backwardation. Frequently, whether contango or backwardation
exists is a function, among other factors, of the seasonality of the corn market and the corn harvest cycle.
The United States Department of Agriculture
(“USDA”) publishes weekly, monthly, quarterly and annual updates for U.S. domestic and worldwide corn production and
consumption. These reports are available on the USDA’s website,
www.usda.gov
, at no charge. On
February 8, 2013, the USDA released its monthly World Agricultural and Supply and Demand Estimates for the Crop Year 2012-13. The
USDA estimated that the yield per acre for U.S. production would be 123.4 bushels per acre with 97.2 million acres planted and
87.4 million acres harvested. The yield per acre in the January 11 report was significantly reduced from the 147.2 bushels
per acre estimated for the 2011-2012 Crop Year; the reduction was due to the drought conditions in the principal corn growing areas
of the US. The total domestic supply of corn is estimated to be 11,869 million bushels with total usage, including exports, forecast
at 11,237 million bushels. The USDA projects that the resulting “Ending Stocks” or inventory will be 632 million
bushels, down significantly from the 1,128 million bushels for the 2010-11 Crop Year and from the 989 million bushels estimated
for the 2011-2012 Crop Year. The USDA’s projected “Carry-out Days Supply,” which is defined as the
Ending Stocks divided by the demand per day, is projected at 20.5 days for 2012-13, down significantly from the 28.8 days estimated
for 2011-2012.
The Wheat Market
Wheat is used to produce flour, the key ingredient
for breads, pasta, crackers and many other food products, as well as several industrial products such as starches and adhesives. Wheat
by-products are used in livestock feeds. Wheat is the principal food grain produced in the United States, and the United
States’ output of wheat is typically exceeded only by that of China, the European Union and India. Typically,
almost half of the U.S. wheat crop is exported, although the United States also imports some wheat, principally from Canada. Global
wheat production was 652.24 MMT for 2010-2011, which was exceeded by consumption of 654.74 MMT.
There are several types of wheat grown in the
U.S., which are classified in terms of color, hardness, and growing season. CBOT Wheat Futures Contracts call for delivery
of #2 soft red winter wheat, which is generally grown in the eastern third of the United States, but other types and grades of
wheat may also be delivered (Grade #1 soft red winter wheat, Hard Red Winter, Dark Northern Spring and Northern Spring wheat
may be delivered at 3 cents premium per bushel over the contract price and #2 soft red winter wheat, Hard Red Winter, Dark Northern
Spring and Northern Spring wheat may be delivered at the contract price.) Winter wheat is planted in the fall and is harvested
in the late spring or early summer of the following year, while spring wheat is planted in the spring and harvested in late summer
or fall of the same year.
Standard Wheat Futures Contracts trade on
the CBOT in units of 5,000 bushels, although 1,000 bushel “mini-wheat” Wheat Futures Contracts also trade. There
are five months each year in which CBOT Wheat Futures Contracts expire: March, May, July, September and December.
If the futures market is in a state of backwardation
(i.e., when the price of wheat in the future is expected to be less than the current price), the Fund will buy later-to-expire
contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either
prevailing wheat prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts,
the value of a contract will rise as it approaches expiration. Over time, if backwardation remained constant, the differences would
continue to increase. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than
the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing wheat prices or
the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract
will fall as it approaches expiration. Over time, if contango remained constant, the difference would continue to increase. Historically,
the wheat futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation
exists is a function, among other factors, of the seasonality of the wheat market and the wheat harvest cycle.
The United States Department of Agriculture
(“USDA”) publishes weekly, monthly, quarterly and annual updates for U.S. domestic and worldwide wheat production and
consumption. These reports are available on the USDA’s website,
www.usda.gov
, at no charge. On
February 8, 2013, the USDA released its monthly World
Agricultural and Supply and Demand Estimates for the Crop Year
2012-13. The USDA estimated that the yield per acre for U.S. production would be 46.3 bushels per acre with 55.7 million acres
planted and 49.0 million acres harvested. The total domestic supply of wheat is estimated to be 3,142 million bushels
with total usage, including exports, forecast at 2,450 million bushels. The USDA projects that the resulting “Ending
Stocks” or inventory will be 691 million bushels, down significantly from the 862 million bushels for the 2010-11 Crop Year,
and from the 743 million bushels estimated for the 2011-2012 Crop Year. The USDA’s projected “Carry-out
Days Supply,” which is defined as the Ending Stocks divided by the demand per day, is projected at 102.9 days for 2012-13,
down from the 121.6 days in 2011-2012.
The Soybean Market
Global soybean production is concentrated
in the central U.S., Brazil, Argentina, and China. The United States Department of Agriculture has estimated that, for
the Crop Year 2010-2011, the United States produced approximately 90.61 MMT of soybeans or approximately 34% of estimated world
production, with Brazil producing just over 28% for 2010-2011 and Argentina almost 19%. For 2010-2011, global production of 263.59
MMT exceeded the consumption of 251.96 MMT.
The soybean processing industry converts soybeans
into soybean meal, soybean hulls, and soybean oil. Soybean meal and soybean hulls are processed into soy flour or soy
protein, which are used, along with other commodities, by livestock producers and the farm fishing industry as feed. Soybean
oil is sold in multiple grades and is used by the food, petroleum and chemical industries. The food industry uses soybean
oil in cooking and salad dressings, baking and frying fats, and butter substitutes, among other uses. In addition, the
soybean industry continues to introduce soy-based products as substitutes to various petroleum-based products including lubricants,
plastics, ink, crayons and candles. Soybean oil is also converted to biodiesel for use as fuel.
Standard Soybean Futures Contracts trade on
the CBOT in units of 5,000 bushels, although 1,000 bushel “mini-sized” Soybean Futures Contracts also trade. Three
grades of soybean are deliverable under CBOT Soybean Futures Contracts: Number 1 yellow, which may be delivered at 6
cents per bushel over the contract price; Number 2 yellow, which may be delivered at the contract price; and Number 3 yellow, which
may be delivered at 6 cents per bushel under the contract price. There are seven months each year in which CBOT Soybean
Futures Contracts expire: January, March, May, July, August, September and November.
If the futures market is in a state of backwardation
(i.e., when the price of soybeans in the future is expected to be less than the current price), the Fund will buy later-to-expire
contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either
prevailing soybean prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts,
the value of a contract will rise as it approaches expiration. Over time, if backwardation remained constant, the differences would
continue to increase. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than
the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing soybean prices
or the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract
will fall as it approaches expiration. Over time, if contango remained constant, the difference would continue to increase. Historically,
the soybeans futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation
exists is a function, among other factors, of the seasonality of the soybean market and the soybean harvest cycle.
The United States Department of Agriculture
(“USDA”) publishes weekly, monthly, quarterly and annual updates for U.S. domestic and worldwide soybean production
and consumption. These reports are available on the USDA’s website,
www.usda.gov
, at no charge. On
February 8, 2013, the USDA released its monthly World Agricultural and Supply and Demand Estimates for the Crop Year 2012-13. The
USDA estimated that the yield per acre for U.S. production would be 39.6 bushels per acre with 77.2 million acres planted and 76.1
million acres harvested. The yield per acre in the January 11 report is a reduction from the 41.9 bushels per acre estimated
for the 2011-12 Crop Year; the reduction was due to the drought conditions in the principal soybean growing areas of the US. The
total domestic supply of soybeans is estimated to be 3,204 million bushels with total usage, including exports, forecast at 3,080
million bushels. The USDA projects that the resulting “Ending Stocks” or inventory will be 125 million bushels,
down significantly from the 215 million bushels for the 2010-11 Crop Year, and from the 169 million bushels estimated for the 2011-2012
Crop Year. The USDA’s projected “Carry-out Days Supply,”
which is defined as the Ending Stocks divided by the demand per
day, is projected at 14.8 days for 2012-13, down from the 19.6 days estimated for 2011-2012.
The Sugar Market
Sugarcane accounts for about 70% of the world’s
sugar production, and sugar beets account for the remainder of the world’s sugar production. Sugar manufacturers
use sugar beets and sugarcane as the raw material from which refined sugar (sucrose) for industrial and consumer use is produced. Sugar
is produced in various forms, including granulated, powdered, liquid, brown, and molasses. The food industry (in particular,
producers of baked goods, beverages, cereal, confections, and dairy products) uses sugar and sugarcane molasses to make sugar-containing
food products. Sugar beet pulp and molasses products are used as animal feed ingredients. Ethanol is an important
by-product of sugarcane processing. Additionally, the material that is left over after sugarcane is processed is used
to manufacture paper, cardboard, and “environmentally friendly” eating utensils.
In 2009, the leading producers of sugarcane
were Brazil, India, Thailand and China, with Brazil producing nearly one-quarter of the world’s sugarcane. The
principal world producers of sugar beets in 2008 included the European Union, the United States and Russia.
The Sugar No. 11 Futures Contract is
the world benchmark contract for raw sugar trading. This contract prices the physical delivery of raw cane sugar, delivered
to the receiver’s vessel at a specified port within the country of origin of the sugar. Sugar No. 11 Futures Contracts
trade on the ICE Futures and the NYMEX in units of 112,000 pounds.
If the futures market is in a state of backwardation
(i.e., when the price of sugar in the future is expected to be less than the current price), the Fund will buy later-to-expire
contracts for a lower price than the sooner-to-expire contracts that it sells. Hypothetically, and assuming no changes to either
prevailing soybean prices or the price relationship between immediate delivery, soon-to-expire contracts and later-to-expire contracts,
the value of a contract will rise as it approaches expiration. Over time, if backwardation remained constant, the differences would
continue to increase. If the futures market is in contango, the Fund will buy later-to-expire contracts for a higher price than
the sooner-to-expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing sugar prices or
the price relationship between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract
will fall as it approaches expiration. Over time, if contango remained constant, the difference would continue to increase. Historically,
the sugar futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation
exists is a function, among other factors, of the seasonality of the sugar market and the sugar harvest cycle.
The United States Department of Agriculture
(“USDA”) publishes two major reports annually on U.S. domestic and worldwide sugar production and consumption. These
are usually released in November and May. In addition, the USDA publishes periodic, but not as comprehensive, reports on sugar
monthly. All of these reports are available on the USDA’s website,
www.usda.gov
, at no charge.
The Fund’s and Underlying Funds’ Investments in Treasury
Securities, Cash and Cash Equivalents
The Fund seeks to invest substantially all
of its assets in shares of the Underlying Funds, but some residual amount of Fund assets will typically be invested in Treasury
Securities, cash and/or cash equivalents. Each Underlying Fund seeks to have the aggregate “notional” amount
of the Commodity Interests it holds approximate at all times the Underlying Fund’s aggregate NAV. At any given
time, however, most of an Underlying Fund’s investments are in Treasury Securities, cash and/or cash equivalents that support
the Underlying Fund’s positions in Commodity Interests. For example, the purchase of a Futures Contract with a
stated or notional amount of $10 million would not require the Underlying Fund to pay $10 million upon entering into the contract;
rather, only a margin deposit, generally of 5%-10% of the notional amount, would be required. To secure its Futures
Contract obligations, the Underlying Fund would deposit the required margin with the FCM and would separately hold its remaining
assets through its Custodian in Treasury Securities, cash and/or cash equivalents. Such remaining assets may be used
to meet future margin payments that the Underlying Fund is required to make on its Futures Contracts. Cleared Swaps
and Other Commodity Interests typically also involve collateral requirements that
represent a small fraction of their notional amounts, so most of
an Underlying Fund’s assets dedicated to these Commodity Interests are also held in Treasury Securities, cash and cash equivalents.
The Fund and the Underlying Funds earn interest
income from the Treasury Securities and/or cash equivalents that they purchase and on the cash they hold through the Custodian,
although in the case of the Fund the amount of this interest income may not be significant. The Sponsor anticipates
that the earned interest income will increase the Fund’s and Underlying Funds’ NAVs. The Fund and Underlying
Funds apply the earned interest income to the acquisition of additional investments or uses it to pay its expenses. If
the Fund or an Underlying Fund reinvests the earned interest income, it makes investments that are consistent with its investment
objectives.
Any Treasury Security and cash equivalent invested
in by the Fund or an Underlying Fund will have a remaining maturity of less than two years at the time of investment, or will be
subject to a demand feature that enables that Fund or Underlying Fund to sell the security within two years at approximately the
security’s face value (plus accrued interest). Any cash equivalents invested in by the Fund or an Underlying Fund
will be rated in the highest short-term rating category by a nationally recognized statistical rating organization or will be deemed
by the Sponsor to be of comparable quality.
Other Trading Policies of the Fund
Exchange For Risk
An “exchange for risk”
transaction, sometimes referred to as an “exchange for swap” or “exchange of futures for risk,” is a privately
negotiated and simultaneous exchange of a Futures Contract position for a swap or other over-the-counter instrument on the corresponding
commodity. An exchange for risk transaction can be used by an Underlying Fund as a technique to avoid taking physical
delivery of its Specified Commodity, in that a counterparty will take the Underlying Fund’s position in a Futures Contract
into its own account in exchange for a swap that does not by its terms call for physical delivery. The Underlying Fund
will become subject to the credit risk of a counterparty when it acquires an over-the-counter position in an exchange for risk
transaction. The Fund and the Underlying Funds may use an “exchange for risk” transaction in connection with the creation
and redemption of shares.
Options on Futures Contracts
An option on a Futures Contract gives the buyer
of the option the right, but not the obligation, to buy or sell a Futures Contract at a specified price on or before a specified
date. The option buyer deposits the purchase price or “premium” for the option with his broker, and the
money goes to the option seller. Regardless of how much the market swings, the most an option buyer can lose is the
option premium plus all fees and commissions associated with the option. However, the buyer will typically lose the premium if
the exercise price of the option is above (in the case of an option to buy or “call” option) or below (in the case
of an option to sell or “put” option) the market value at the time of exercise. Option sellers, on the other
hand, face risks similar to participants in the futures markets. For example, since the seller of a call option is assigned
a short futures position if the option is exercised, his risk is the same as someone who initially sold a futures contract. Because
no one can predict exactly how the market will move, the option seller posts margin to demonstrate his ability to meet any potential
contractual obligations.
In addition to Futures Contracts, there are
also a number of options on Futures Contracts relating to the Specified Commodities listed on the CBOT and ICE Futures. These
contracts offer investors and hedgers another set of financial vehicles to use in managing exposure to the commodities market. An
Underlying Fund may purchase and sell (write) options on Futures Contracts in pursuing its investment objective, except that it
will not sell call options when it does not own the underlying Futures Contract. An Underlying Fund would make use of
options on Futures Contracts if, in the opinion of the Sponsor, such an approach would cause the Underlying Fund to more closely
track its Benchmark or if it would lead to an overall lower cost of trading to achieve a given level of economic exposure to movements
in the prices of the Underlying Fund’s Specified Commodity.
Liquidity
The Underlying Funds invest only in Futures
Contracts that, in the opinion of the Sponsor, are traded in sufficient volume to permit the ready taking and liquidation of positions
in these financial interests and in over-the-counter Commodity Interests that, in the opinion of the Sponsor, may be readily liquidated
with the original counterparty or through a third party assuming the Underlying Fund’s position.
Spot Commodities
While most Futures Contracts can be physically
settled, the Fund and the Underlying Funds do not intend to take or make physical delivery. However, the Underlying
Funds may from time to time trade in Other Commodity Interests based on the spot price of a Specified Commodity.
Leverage
The Sponsor endeavors to have the
value of each Underlying Fund’s Treasury Securities, cash and cash equivalents, whether held by the Underlying Fund or posted
as margin or collateral, at all times approximate the aggregate market value of its obligations under its Commodity Interests.
Commodity pools’ trading positions in futures contracts are typically required to be secured by the deposit of margin funds
that represent only a small percentage of a futures contract’s (or other commodity interest’s) entire market value.
While the Sponsor does not intend to leverage the Fund’s assets, it is not prohibited from doing so under the Trust Agreement.
Borrowings
The Fund and the Underlying Funds do not intend
to nor foresee the need to borrow money or establish credit lines. Each Underlying Fund maintains Treasury Securities,
cash and cash equivalents, either held by the Underlying Fund or posted as margin or collateral, with a value that at all times
approximates the aggregate market value of its obligations under Commodity Interests.
Pyramiding
Neither the Fund nor any Underlying Fund employs
or will employ the technique, commonly known as pyramiding, in which a speculator uses unrealized profits on existing positions
as variation margin for the purchase or sale of additional positions in the same or another Commodity Interest.
Securities Loans
The Fund is authorized to lend securities to
qualified brokers, dealers, banks and other financial institutions for the purpose of earning additional income a portion of which
will be allocated to the Sponsor as compensation for its services in managing the associated securities lending activities. The
value of securities loans may not exceed 33 1/3 % of the value of the Fund’s total assets, which includes the value of collateral
received. To the extent the Fund loans a portion of its securities, the Fund will receive collateral consisting generally
of cash, cash collateral or short-term U.S. Treasury securities, which will be established initially in an amount equal to at least
105% of the current market value of the loaned securities. The loaned securities and such collateral will be marked-to-market at
the end of each subsequent Business Day on which the securities loan is outstanding. On any Business Day the value of such collateral
is less than 102% of the current market value of the loaned securities, the borrower of the loaned securities will deposit additional
collateral in an amount sufficient to increase the total amount of collateral to an amount equal to or greater than 105% of the
current market value of the loaned securities. Subject to its stated investment policy, the Fund will generally invest the
cash collateral received for the loaned securities in accordance with applicable investment guidelines.
In addition, the Fund will be able to terminate
the loan at any time and will receive reasonable interest on the loan, as well as amounts equal to any dividends, interest or other
distributions on the loaned securities. In the
event of the bankruptcy or insolvency of the borrower, or any similar
proceeding, the Fund could experience delay in recovering the loaned securities or only recover cash or a security of equivalent
value.
The Service Providers
In its capacity as the Fund’s and Underlying
Funds’ custodian, the Custodian, The Bank of New York Mellon, holds the Underlying Fund shares owned by the Fund and the
Treasury Securities, cash and/or cash equivalents owned by the Fund and the Underlying Funds pursuant to a custodial agreement. The
Custodian is also the registrar and transfer agent for the Fund’s Shares. In addition, the Custodian also serves
as Administrator for the Fund and the Underlying Funds, performing certain administrative and accounting services and preparing
certain SEC and CFTC reports on behalf of the Fund and the Underlying Funds. For these services, the Fund pays fees
to the Custodian as set forth in the table below.
The Custodian’s principal business address
is One Wall Street, New York, New York 10286. The Custodian is a New York state chartered bank subject to regulation
by the Board of Governors of the Federal Reserve System and the New York State Banking Department.
The Fund and the Underlying Funds also employ
Foreside Fund Services, LLC, the Distributor, which is further discussed under “Plan of Distribution.” The
Underlying Funds pay the Distributor’s fees as set forth in the table below.
The Distribution Services
Agreement among the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with
the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales
literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service
Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives
or registered principals of the Distributor, under FINRA rules (“Registered Representatives”). As Registered Representatives
of the Distributor, these persons are permitted to engage in certain marketing activities for the Fund that they would otherwise
not be permitted to engage in. Under the SASA, the Sponsor is obligated to ensure that such marketing activities comply with applicable
law and are permitted by the SASA and the Distributor’s internal procedures.
The Distributor’s principal business address
is Three Canal Plaza, Suite 100, Portland, Maine 04101. The Distributor is a broker-dealer registered with the SEC and
a member of the Financial Industry Regulatory Authority.
The Fund purchases and sells shares of the Underlying
Funds through broker-dealers selected on a trade-by-trade basis. Commissions and other transactions costs for such transactions
are negotiated separately with each such broker-dealer.
Currently, Newedge USA, LLC (“Newedge
USA”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures transactions
and provide other brokerage-related services. Newedge USA will serve as the Fund’s clearing broker to execute and clear futures
transactions and provide other brokerage-related services should the Sponsor deem it necessary for the Fund to engage in such transactions,
including if an Underlying Fund ceases operations or if shares of an Underlying fund cease trading on NYSE Arca. Newedge USA’s
affiliate, Newedge Alternative Strategies, Inc. (“NAST”), may execute foreign exchange or other over-the-counter transactions
with the Fund or the applicable Underlying Fund as principal. Newedge USA and NAST are subsidiaries of Newedge Group. Newedge
USA is an FCM and broker-dealer registered with the CFTC and the SEC and is a member of FINRA. In its capacity as a
broker-dealer, Newedge USA may act as an Authorized Purchaser for each of the Underlying Funds and, accordingly, may engage in
the marketing and distribution of shares of the Underlying Funds. Newedge is a clearing member of all principal futures
exchanges located in the United States as well as a member of the Chicago Board Options Exchange, International Securities Exchange,
New York Stock Exchange, Options Clearing Corporation, and Government Securities Clearing Corporation. NAST is an eligible
swap participant that is not registered or required to be registered with the CFTC or the SEC, and is not a member of any exchange.
Newedge USA and NAST are
headquartered at 550 W. Jackson, Suite 500, Chicago, IL 60661 with branch offices in New York, New York; Kansas City, Missouri;
Cypress, Texas; Houston Texas, Rosewell, GA; and Montreal Canada.
Prior to January 2,
2008, Newedge USA was known as Fimat USA, LLC, while NAST was known as Fimat Alternative Strategies Inc. On September 1, 2008,
Newedge USA merged with FCM and broker dealer Newedge Financial Inc. (“NFI”) – formerly known as Calyon Financial
Inc. Newedge USA was the surviving entity.
In March 2008, NFI settled,
without admitting or denying the allegations, a disciplinary action brought by the New York Mercantile Exchange (“NYMEX”)
alleging that NFI violated NYMEX rules related to: numbering and time stamping orders by failing properly to record a floor order
ticket; wash trading; failure to adequately supervise employees; and violation of a prior NYMEX cease and desist order, effective
as of December 5, 2006, related to numbering and time stamping orders and block trades. NFI paid a $100,000 fine to NYMEX in connection
with this settlement.
In February 2011,
Newedge USA settled, without admitting or denying the allegations, a disciplinary action brought by the CFTC alleging that Newedge
USA exceeded speculative limits in the October 2009 live cattle futures contract on the Chicago Mercantile Exchange and failed
to provide accurate and timely reports to the CFTC regarding their larger trader positions. Newedge USA paid a $140,000 civil penalty
and disgorgement value of $80,910 to settle this matter. In addition, the CFTC Order required Newedge USA to implement and maintain
a program designed to prevent and detect reporting violations of the CEA and CFTC regulations.
In January 2012, Newedge
USA settled, without admitting or denying the allegations, a disciplinary action brought by the CFTC alleging that Newedge USA
failed to file accurate and timely reports to the CFTC and failed to report certain large trader information to the CFTC. Newedge
USA paid a $700,000 civil penalty to settle this matter. In addition, the CFTC Order required Newedge USA to timely submit accurate
position reports and notices, and to implement and maintain procedures to prevent and detect reporting violations of the CEA and
CFTC regulations.
Other than the foregoing
proceedings, which did not have a material adverse effect upon the financial condition of Newedge USA, there have been no material
administrative, civil or criminal actions brought, pending or concluded against Newedge USA, NAST or their principals in the past
five years.
None of Newedge USA, NAST or any affiliate,
officer, director or employee thereof has passed on the merits of this prospectus or the offering of Shares or shares of any of
the Underlying Funds, or given any guarantee as to the performance or any other aspect of the Fund or the Underlying Funds.
Newedge USA is not affiliated with the Fund,
any of the Underlying Funds, or the Sponsor. Therefore, the Sponsor and the Fund do not believe that the Fund or any
of the Underlying Funds has any conflicts of interest with Newedge or its trading principals arising from its acting as the Fund’s
FCM. While Sal Gilbertie, the President of the Sponsor, was previously employed by Newedge USA, he no longer receives
any compensation from Newedge USA and will not receive any share of the commissions paid to Newedge USA by any of the Underlying
Funds.
Currently,
the Sponsor does not employ commodity trading advisors. If, in the future, the Sponsor does employ commodity trading
advisors, it will choose each advisor based on arm’s-length negotiations and will consider the advisor’s experience,
fees, and reputation.
Fees to be Paid by the Fund
Fees and Compensation Arrangements with the Sponsor and Non-Affiliated
Service Providers
|
Service Provider
|
|
Compensation Paid by the
Fund
|
|
Compensation Paid by the
Underlying Funds
|
|
Teucrium Trading, LLC,
Sponsor
|
|
None.
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1.00% of average net assets annually
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The Bank of New York Mellon, Custodian, Transfer Agent and Administrator
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For all services, 0.05% of average gross assets up to $1 billion, 0.04% of average gross assets between $1 billion and $3 billion, and 0.03% of average gross assets over $3 billion, annually, with no minimum fee during the first six months of the Fund’s operations, a minimum fee of up to $25,000 during the second six months of such operations, and a minimum fee of up to $100,000 annually thereafter.
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For custody services: 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 services: 0.0075% of average gross
assets annually
For administrative services: 0.05% of average gross assets
up to $1 billion, 0.04% of average gross assets between $1 billion and $3 billion, and 0.03% of average gross assets over $3 billion,
annually
A combined minimum annual fee of up to $125,000 for custody,
transfer agency and administrative services will be assessed.
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Foreside Fund Services, LLC, Distributor
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For reimbursement of expenses including sales and advertising FINRA filing fees, and other miscellaneous expenses incurred in connection with the provision of distribution services on behalf of the Fund, not to exceed $10,000 for the two year period of this offering.
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The Distributor receives a fee of 0.01% of the Fund’s average
daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds. The fees which will be paid to the Distributor
by the Fund per year are estimated not to exceed $100,000 per year. The total maximum base fee and basis point fee for the two-year
period of the offering equals $500,000(($100,000+ $150,000,000)x2). Of this total, a percentage has been allocated to the Underlying
Funds, which amount equals an estimated combined $450,000 for the 2 year period and $225,000 per year. Therefore, the maximum amount
of fees the Distributor could receive from the Underlying Funds for distribution services with respect to this offering equals
$450,000.
The Distributor also receives certain expense reimbursements
relating to its distribution services for the Underlying Funds, which are estimated not to exceed $25,600 for the two year period
of this offering. None of these expense
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reimbursements are allocated to services provided for the Fund.
Expense reimbursements for distribution services for this offering are paid by the Fund and disclosed under the column titled Compensation
Paid by the Fund.
Under the Securities Activities and Service Agreement, the Distributor
receives compensation for its activities on behalf of all the Teucrium Funds, which is estimated not to exceed an aggregate for
the Teucrium Funds of $40,000 per year and $80,000 for the initial offering period of the Funds. Of this $80,000 mentioned above,
an estimated $73,000 will be allocated to the Underlying Funds. In addition, the Distributor receives certain expense reimbursements
relating to the registration, continuing education and other administrative expenses of the Registered Representatives in relation
to the Teucrium Funds, currently estimated at $26,500 per year and $53,000 for the initial offering period. Of this $53,000 mentioned
above, an estimated $48,000 will be allocated to the Underlying Funds.The total amount of the SASA fee allocated to the Fund is
estimated to be approximately $1,500 per year and $3,000 for the two year period. The total amount of expenses to be reimbursed
under the SASA allocated to the Fund is estimated to be approximately $1,000 per year and $2,000 for the two year period..
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Broker-Dealers
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As negotiated with the particular broker-dealer.
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N/A
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Wilmington Trust Company, Trustee
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None
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$3,300 annually
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Employees of the Sponsor Registered with the Distributor (the “Registered Representatives”)
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For services provided to the Fund, $38,328, such amount to be paid by the Fund; for marketing and wholesaling services, $93,028, such amount to be paid by the Sponsor.
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N/A
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Asset-based fees are calculated on a daily basis (accrued at 1/365
of the applicable percentage of NAV on that day) and paid on a monthly basis. NAV is calculated by taking the current
market value of the Fund’s total assets and subtracting any liabilities.
Form of Shares
Registered Form
Shares are issued in registered form in accordance
with the Trust Agreement. The Custodian has been appointed registrar and transfer agent for the purpose of transferring
Shares in certificated form. The Custodian keeps a record of all Shareholders and holders of the Shares in certificated
form in the registry (“Register”). The Sponsor recognizes transfers of Shares in certificated form only
if done in accordance with the Trust Agreement. The beneficial interests in such Shares are held in book-entry form
through participants and/or accountholders in DTC.
Book Entry
Individual certificates are not issued for the
Shares. Instead, Shares are represented by one or more global certificates, which are deposited by the Administrator
with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the
Shares outstanding at any time. Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers
and trust companies (“DTC Participants”), (2) those who maintain, either directly or indirectly, a custodial relationship
with a DTC Participant (“Indirect Participants”), and (3) those who hold interests in the Shares through DTC Participants
or Indirect Participants, in each case who satisfy the requirements for transfers of Shares. DTC Participants acting
on behalf of investors holding Shares through such participants’ accounts in DTC will follow the delivery practice applicable
to securities eligible for DTC’s Same-Day Funds Settlement System. Shares are credited to DTC Participants’
securities accounts following confirmation of receipt of payment.
DTC
DTC has advised us as follows: It
is a limited purpose trust company organized under the laws of the State of New York and is a member of the Federal Reserve System,
a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency”
registered pursuant to the provisions of Section 17A of the 1934 Act. DTC holds securities for DTC Participants and
facilitates the clearance and settlement of transactions between DTC Participants through electronic book-entry changes in accounts
of DTC Participants.
Transfer of Shares
The Shares are only transferable through the
book-entry system of DTC. Shareholders who are not DTC Participants may transfer their Shares through DTC by instructing
the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity through which their Shares
are held) to transfer the Shares. Transfers are made in accordance with standard securities industry practice.
Transfers of interests in Shares with DTC are
made in accordance with the usual rules and operating procedures of DTC and the nature of the transfer. DTC has established
procedures to facilitate transfers among the participants and/or accountholders of DTC. Because DTC can only act on
behalf of DTC Participants, who in turn act on behalf of Indirect Participants, the ability of a person or entity having an interest
in a global certificate to pledge such interest to persons or entities that do not participate in DTC, or otherwise take actions
in respect of such interest, may be affected by the lack of a certificate or other definitive document representing such interest.
DTC has advised us that it will take any action
permitted to be taken by a Shareholder (including, without limitation, the presentation of a global certificate for exchange) only
at the direction of one or more DTC Participants in whose account with DTC interests in global certificates are credited and only
in respect of such portion of the aggregate principal amount of the global certificate as to which such DTC Participant or Participants
has or have given such direction.
Inter-Series Limitation on Liability
Because the Trust was established as a Delaware
statutory trust, each Teucrium Fund and each other series that may be established under the Trust in the future will be operated
so that it will be liable only for obligations attributable to such series and will not be liable for obligations of any other
series or affected by losses of any other series. If any creditor or shareholder of any particular series (such as the
Fund) asserts against the series a valid claim with respect to its indebtedness or shares, the creditor or shareholder will only
be able to obtain recovery from the assets of that series and not from the assets of any other series or the Trust generally. The
assets of the Fund and any other series will include only those funds and other assets that are paid to, held by or distributed
to the series on account of and for the benefit of that series, including, without limitation, amounts delivered to the Trust for
the purchase of shares in a series. This limitation on liability is referred to as the Inter-Series Limitation on Liability. The
Inter-Series Limitation on Liability is expressly provided for under the Delaware Statutory Trust Act, which provides that if certain
conditions (as set forth in Section 3804(a)) are met, then the debts of any particular series will be enforceable only against
the assets of such series and not against the assets of any other series or the Trust generally. In furtherance of the
Inter-Series Limitation on Liability, every party providing services to the Trust, the Fund or the Sponsor on behalf of the Trust
or the Fund, will acknowledge and consent in writing to the Inter-Series Limitation on Liability with respect to such party’s
claims.
The existence of a Trustee should not be taken
as an indication of any additional level of management or supervision over the Fund or any Underlying Fund. Consistent
with Delaware law, the Trustee acts in an entirely passive role, delegating all authority for the management and operation of the
Fund and the Trust to the Sponsor. The Trustee does not provide custodial services with respect to the assets of the
Fund or any Underlying Fund.
Plan of Distribution
Buying and Selling Shares
Most investors buy and sell Shares of the Fund
in secondary market transactions through brokers. Shares trade on the NYSE Arca under the ticker symbol “TAGS.” Shares
are bought and sold throughout the trading day like other publicly traded securities. When buying or selling Shares
through a broker, most investors incur customary brokerage commissions and charges. Investors are encouraged to review
the terms of their brokerage account for details on applicable charges and, as discussed below under “U.S. Federal Income
Tax Considerations,” any provisions authorizing the broker to borrow Shares held on your behalf.
The Distributor and Authorized Purchasers
The offering of the Fund’s Shares is a
best efforts offering. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their NAV through the Distributor
to Authorized Purchasers. Merrill Lynch Professional Clearing Corp was the initial Authorized Purchaser. The initial Authorized
Purchaser purchased one Creation Basket of 50,000 units, which was the Creation Basket size at the time of the initial offering,
at a per unit price of $50.00 on March 27, 2012.
The Sponsor and the Trust are parties to an Amended and Restated
Distribution Services Agreement dated as of November 17, 2010 (the “Distribution Agreement”), which amended and restated
in its entirety a Distribution Services Agreement between the Sponsor, the Trust, and Foreside Fund Services, LLC (the “Distributor”)
dated as of October 15, 2010. Pursuant to the Distribution Agreement the Distributor, together with the Custodian, is required
to provide services in connection with the receipt and processing of orders for Creation Baskets and Redemption baskets of units
of the funds that are series of the Trust, including the Fund.
The Distribution Agreement, as amended,
remains in full force and effect between the parties. The Distribution Agreement was most recently amended on October 1, 2011 and
was previously amended on May 25, 2011. The first amendment to the Distribution Agreement, dated May 25, 2011, provided for it
to apply to additional series of the Trust and revised the fee schedule, including the specific fees and expenses allocable to
the Fund and each of the funds that are series of the Trust.
The second amendment revised the fee schedule
between the parties, including the specific fees and expenses allocable to the Fund and each Teucrium Fund. The Distributor receives
a fee at an annual rate of 0.01% of each Teucrium Fund’s average daily net assets calculated and billed monthly, and an annual
aggregate fee of $100,000 for all Teucrium Funds for which the Distributor serves as such. The Distributor also receives certain
expense reimbursements relating to its distribution services, for all Teucrium Funds, currently estimated at $25,600 for a two
year period. The fees which will be paid to the Distributor by the Fund per year are estimated not to exceed $100,000 per year.
Also as of October 1, 2011, the Sponsor,
the Trust, and the Distributor entered into a letter agreement to terminate the Distribution Consulting and Marketing Services
Agreement dated as of September 17, 2010 (the “Marketing Agreement”) between the parties. Pursuant to the Marketing
Agreement, the Distributor was responsible for (1) marketing the Fund and other funds that are series of the Trust to financial
intermediaries and increasing financial intermediaries’ awareness of the Fund and the Teucrium Funds; (2) assisting with
the market positioning of the Fund and the Teucrium Funds; (3) attending relevant industry conferences as appropriate; and (4)
deploying sales team resources, as needed, to target markets. The parties decided to terminate the Marketing Agreement to allow
for the Sponsor to have increased flexibility in the marketing of the Fund and the Teucrium Funds. As of October 1, 2011, the tasks
previously performed by the Distributor under the Marketing Agreement will be performed by the Sponsor and/or its designee, as
may be determined by the Sponsor from time to time, on behalf of the Fund and the Teucrium Funds. Neither the Sponsor nor the Trust
incurred any material early termination penalties in connection with the termination of the Marketing Agreement.
The Distributor receives fees only from the
Underlying Funds. The Distributor will not receive a separate fee directly from the assets of the Fund; however, the
Fund will reimburse the Distributor for certain expenses relating to sales and advertising FINRA filing fees and other miscellaneous
expenses incurred in connection with the provision of distribution services on behalf of the Fund, currently estimated at $10,000
for the two year period of this offering. The Distributor receives, for its services as distributor for the Underlying
Funds, a fee at an annual rate of 0.01% of each Underlying Fund’s average daily net assets (or an aggregate maximum fee of
$150,000), and an annual fee of $100,000 in the aggregate for all of the Underlying Funds. The total maximum base fee
and basis point fee for the two-year period of the offering equals $500,000 (($100,000+$150,000)x2). Of this total, a percentage%
has been allocated to the Underlying Funds, which amount equals $450,000 for the two year period and $225,000 per year. Therefore,
the maximum amount of fees the Distributor will receive from the Underlying Funds with respect to this offering equals $450,000.
In no event may the aggregate compensation paid to the Distributor and any affiliate of the Distributor for distribution-related
services in connection with this offering of Shares exceed 10 percent (10%) of the gross proceeds of this offering. The
maximum expense reimbursements the Distributor will receive from the Fund over the expected two-year period of this offering will
not exceed $10,000.
The Distribution Services Agreement among
the Distributor, the Sponsor and the Trust calls for the Distributor to work with the Custodian in connection with the receipt
and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and
advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Services Agreement (the
“SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered
principals of the Distributor, under FINRA rules. As Registered Representatives of the Distributor, these persons are
permitted to engage in certain marketing activities for the Fund that they would otherwise not be permitted to engage in. Under
the SASA, the Sponsor is obligated to ensure that such marketing activities comply with applicable law and are permitted by the
SASA and the Distributor’s internal procedures. The Distributor is paid a fee and reimbursed for expenses in connection with
the services provided pursuant to the SASA. The fees and expenses are allocated across all seven of the funds in the Teucrium Trust.
Therefore, the total amount of the fee allocated to the Fund is $$1,500 per year and $3,000 for the two year period. The total
amount of expenses to be reimbursed under the SASA allocated to the Fund is $$1,000 per year and $2,000 for the two year period.
The total non-transaction based compensation to be paid to the Registered Representatives is $131,356 per year, of which $38,328
will be paid by the Fund for services provided to the Fund, and $93,028 will be paid by the Sponsor for marketing and wholesaling
services.
The offering of baskets is being made in compliance
with Conduct Rule 2310 of FINRA. Accordingly, Authorized Purchasers will not make any sales to any account over which
they have discretionary authority without the prior written approval of a purchaser of Shares.
The per share price of Shares offered in Creation
Baskets on any subsequent day will be the total NAV of the Fund calculated shortly after the close of the NYSE Arca on that day
divided by the number of issued and outstanding Shares. An Authorized Purchaser is not required to sell any specific
number or dollar amount of Shares.
By executing an Authorized Purchaser Agreement,
an Authorized Purchaser becomes part of the group of parties eligible to purchase baskets from, and put baskets for redemption
to, the Fund. An Authorized Purchaser is under no obligation to create or redeem baskets or to offer to the public Shares
of any baskets it does create. If an Authorized Purchaser sells Shares that it has created to the public, it
will be expected to sell them at per-Share offering prices that are expected to reflect, among other factors, the trading price
of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the
NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity
of the Commodity Interest markets. The prices of Shares offered by Authorized Purchasers are expected to fall between
the Fund’s NAV and the trading price of the Shares on the NYSE Arca at the time of sale.
The following entities have entered into
Authorized Purchaser Agreements with respect to the Fund: J.P. Morgan Securities, LLC, Merrill Lynch Professional Clearing Corp.,
Goldman Sachs Execution & Clearing, L.P., UBS Securities, LLC, and Virtu Financial BD LLC.
In order to increase the amount of outstanding
Shares, the Sponsor or the Fund may compensate certain persons, including broker-dealers, for purchasing Creation Baskets themselves
or for locating others to purchase Creation Baskets. Assets under management derived from such purchases may represent a significant
proportion of total assets in the Fund. Any such compensation paid to FINRA member firms will not exceed, in the aggregate, $500,000
over the expected two-year period of this offering. The Sponsor believes that increasing the assets under management of the Fund
is in the best interest of shareholders because it creates economies of scale in the operation of the Fund and allows the Fund
the visibility to reach a broader group of investors. For example, some advisers require funds to have a certain level of assets
under management before considering them for recommendation. Furthermore, a larger number of Shares outstanding should increase
liquidity because there will be more Shares available for investors to buy and sell in the secondary market. A smaller number of
Shares outstanding, conversely, may inhibit trading on the secondary market by limiting Shares available for purchase at any given
time.
Because new Shares can be created and
issued on an ongoing basis, at any point during the life of the Fund, a “distribution,” as such term is used in the
1933 Act, will be occurring. Authorized Purchasers, other broker-dealers and other persons are cautioned that some of
their activities may result in their being deemed participants in a distribution in a manner that would render them statutory underwriters
and subject them to the prospectus-delivery and liability provisions of the 1933 Act. For example, an Authorized Purchaser,
other broker-dealer firm or its client will be deemed a statutory underwriter if it purchases a basket from the Fund, breaks the
basket down into the constituent Shares and sells the Shares to its customers; or if it chooses to couple the creation of a supply
of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. In contrast,
Authorized Purchasers may engage in secondary market or other transactions in Shares that would not be deemed “underwriting.” For
example, an Authorized Purchaser may act in the capacity of a broker or dealer with respect to Shares that were previously distributed
by other Authorized Purchasers. A determination of whether a particular market participant is an underwriter must take
into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular
case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to
designation as an underwriter and subject them to the prospectus-delivery and liability provisions of the 1933 Act.
Dealers who are neither Authorized Purchasers
nor “underwriters” but are nonetheless participating in a distribution (as contrasted to ordinary secondary trading
transactions), and thus dealing with Shares that are part of an “unsold allotment” within the meaning of Section 4(3)(C)
of the 1933 Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section 4(3) of the 1933 Act.
The Sponsor expects that any broker-dealers
selling Shares will be members of FINRA. Investors intending to create or redeem baskets through Authorized Purchasers
in transactions not involving a broker-dealer registered in such investor’s state of domicile or residence should consult
their legal advisor regarding applicable broker-dealer regulatory requirements under the state securities laws prior to such creation
or redemption.
While the Authorized Purchasers may be indemnified
by the Sponsor, they will not be entitled to receive a discount or commission from the Trust or the Sponsor for their purchases
of Creation Baskets.
The Flow of Shares
Calculating NAV
The Fund’s NAV per Share is calculated
by:
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Taking the current market value of its total assets, and
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Subtracting any liabilities and dividing the balance by the number of Shares.
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The Administrator calculates the NAV of the
Fund once each trading day. It calculates NAV as of the earlier of the close of the New York Stock Exchange or 4:00
p.m. New York time. The NAV for a particular trading day is released after 4:15 p.m. New York time.
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, except that the “fair value” of a Futures Contract (as described in more
detail below) may be used when the Futures Contract close at its price fluctuation limit for the day. The Administrator
will determine the value of all other Fund and Underlying Fund investments as of the earlier of the close of the New York Stock
Exchange or 4:00 p.m. New York time, in accordance with the current Services Agreement between the Administrator and the Trust. The
value of Cleared Swaps and over-the-counter Commodity Interests will be determined based on the value of the commodity or Futures
Contract underlying such Commodity Interest, except that a fair value may be determined if the Sponsor believes that the Underlying
Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. Treasury Securities
held by the Fund or Underlying Funds are valued by the Administrator using values received from recognized third-party vendors
(such as Reuters) and dealer quotes. NAV includes any unrealized profit or loss on open Commodity Interests and any
other credit or debit accruing to the Fund but unpaid or not received by the Fund.
The fair value of a Commodity Interest shall
be determined by the Sponsor in good faith and in a manner that assesses the Commodity Interest’s value based on a consideration
of all available facts and information on the valuation date. When a Futures Contract has closed at its price fluctuation
limit, the fair value determination attempts to estimate the price at which such Futures Contract would be trading in the absence
of the price fluctuation limit (either above such limit when an upward limit has been reached or below such limit when a downward
limit has been reached). Typically, this estimate will be made primarily by reference to the price of comparable Commodity
Interests trading in the over-the-counter market. The fair value of a Commodity Interest may not reflect such instrument’s
market value or the amount an Underlying Fund might reasonably expect to receive upon closing out the instrument.
In addition, in order to provide updated information
relating to the Fund for use by investors and market professionals, NYSE Arca calculates and disseminates throughout the trading
day an updated “indicative fund value.” The indicative fund value is calculated by using the prior day’s
closing NAV per share of the Fund as a base and updating that value throughout the trading day to reflect
changes in
the indicative fund values of the Underlying Funds’ shares. Changes in the value of Treasury Securities and cash
equivalents are not included in the calculation of indicative fund value. For this and other reasons, the indicative
fund value disseminated during the NYSE Arca trading hours should not be viewed as an actual real time update of the NAV. NAV
is calculated only once at the end of each trading day.
The indicative fund value for the Fund and each
Underlying Fund is disseminated by one or more major market data vendors on a per Share basis every 15 seconds during the NYSE
Arca Core Trading Session. The normal trading hours for Futures Contracts may begin after 9:30 a.m. and end before
4:00 p.m. New York time, and there is a gap in time at the beginning and the end of each day during which the Underlying Funds’
shares are traded on the NYSE Arca, but real-time trading prices for at least some of the Futures Contracts held by the Underlying
Funds are not available. As a result, during those gaps there is no update to the indicative fund values of the Underlying
Funds and such indicative fund values, therefore, will be static.
The NYSE Arca disseminates the indicative fund
value through the facilities of CTA/CQ High Speed Lines. In addition, the indicative fund value is published on the
NYSE Arca’s website and is available through on-line information services such as Bloomberg and Reuters.
Dissemination of the indicative fund value provides
additional information that is not otherwise available to the public and is useful to investors and market professionals in connection
with the trading of Fund Shares on the NYSE Arca. Investors and market professionals are able throughout the trading
day to compare the market price of the Fund and the indicative fund value. If the market price of Fund Shares diverges
significantly from the indicative fund value, market professionals will have an incentive to execute arbitrage trades. For
example, if the Fund appears to be trading at a discount compared to the indicative fund value, a market professional could buy
Fund
Shares on the NYSE Arca, aggregate them into Redemption Baskets,
and receive the NAV of such Shares by redeeming them to the Trust. Such arbitrage trades can tighten the tracking between
the market price of the Fund and the indicative fund value and thus can be beneficial to all market participants.
Creation and
Redemption of Shares
The Fund creates and redeems Shares from time
to time, but only in one or more Creation Baskets or Redemption Baskets. The creation and redemption of baskets are
only made in exchange for delivery to the Fund or the distribution by the Fund of the amount of Treasury Securities, cash or Underlying
Fund shares equal to the combined NAV of the number of Shares included in the baskets being created or redeemed determined as of
4:00 p.m. New York time on the day the order to create or redeem baskets is properly received.
Authorized Purchasers are the only persons that
may place orders to create and redeem baskets. Authorized Purchasers must be (1) either registered broker-dealers or
other securities market participants, such as banks and other financial institutions, that are not required to register as broker-dealers
to engage in securities transactions as described below, and (2) DTC Participants. To become an Authorized Purchaser,
a person must enter into an Authorized Purchaser Agreement with the Sponsor. The Authorized Purchaser Agreement provides
the procedures for the creation and redemption of baskets and for the delivery of the Treasury Securities, cash or Underlying Fund
shares required for such creations and redemptions. The Authorized Purchaser Agreement and the related procedures attached
thereto may be amended by the Sponsor, without the consent of any Shareholder or Authorized Purchaser As of August 23, 2012, Authorized
Purchasers pay a transaction fee of $250 to the Sponsor for each order they place to create one basket, with a maximum of $500
per order, and a fee of $250 per basket when they redeem baskets. Authorized Purchasers who make deposits with the Fund
in exchange for baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Trust
or the Sponsor, and no such person will have any obligation or responsibility to the Trust or the Sponsor to effect any sale or
resale of Shares.
Certain Authorized Purchasers are expected to
be capable of investing directly in the Specified Commodities or the Commodity Interest markets. Some Authorized Purchasers
or their affiliates may from time to time buy or sell the Specified Commodity or Commodity Interests and may profit in these instances. The
Sponsor believes that the size and operation of the markets for the Specified Commodities make it unlikely that Authorized Purchasers’
direct activities in the commodities markets will significantly affect the price of the Specified Commodity, Commodity Interests,
or the Fund’s Shares.
Each Authorized Purchaser will be required to
be registered as a broker-dealer under the 1934 Act and a member in good standing with FINRA, or exempt from being or otherwise
not required to be registered as a broker-dealer or a member of FINRA, and will be qualified to act as a broker or dealer in the
states or other jurisdictions where the nature of its business so requires. Certain Authorized Purchasers may also be
regulated under federal and state banking laws and regulations. Each Authorized Purchaser has its own set of rules and
procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.
Under the Authorized Purchaser Agreement, the
Sponsor has agreed to indemnify the Authorized Purchasers against certain liabilities, including liabilities under the 1933 Act,
and to contribute to the payments the Authorized Purchasers may be required to make in respect of those liabilities.
The following description of the procedures
for the creation and redemption of baskets is only a summary and an investor should refer to the relevant provisions of the Trust
Agreement and the form of Authorized Purchaser Agreement for more detail, each of which has been filed as an exhibit to the registration
statement of which this prospectus is a part. See “Where You Can Find More Information” for information
about where you can obtain the registration statement.
Creation Procedures
On any business day, an Authorized Purchaser
may place an order with the transfer agent to create one or more baskets. For purposes of processing purchase and redemption
orders, a “business day” means any day other than a day when any of the NYSE Arca, CBOT, ICE, or the New York Stock
Exchange is closed for regular
trading. Purchase orders must be placed by noon New York
time or the close of regular trading on the New York Stock Exchange, whichever is earlier. The day on which the Distributor
receives a valid purchase order is referred to as the purchase order date.
By placing a purchase order, an Authorized Purchaser
agrees to deposit Treasury Securities, cash, Underlying Fund shares, or a combination of Treasury Securities, cash and Underlying
Fund shares with the Fund, as described below. Prior to the delivery of baskets for a purchase order, the Authorized
Purchaser must also have wired to the Sponsor the non-refundable transaction fee due for the purchase order. Authorized
Purchasers may not withdraw a purchase order without the prior consent of the Sponsor in its discretion.
Determination of Required Deposits
The total deposit required to create each basket
(“Creation Basket Deposit”) is the amount of Treasury Securities, cash and/or Underlying Fund shares that is in the
same proportion to the total assets of the Fund (net of estimated accrued but unpaid fees, expenses and other liabilities) on the
purchase order date as the number of Shares to be created under the purchase order is in proportion to the total number of Shares
outstanding on the purchase order date. The Sponsor determines, directly in its sole discretion or in consultation with
the Custodian, the requirements for Treasury Securities, cash and Underlying Fund shares, including the remaining maturities of
the Treasury Securities and proportions of Treasury Securities, cash and Underlying Fund shares, that may be included in deposits
to create baskets. If Treasury Securities are to be included in a Creation Basket Deposit for orders placed on a given
business day, the Distributor will publish an estimate of the Creation Basket Deposit requirements at the beginning of such day.
Delivery of Required Deposits
An Authorized Purchaser who places a purchase
order is responsible for transferring to the Fund’s account with the Custodian the required amount of Treasury Securities,
cash and/or Underlying Fund shares by the end of a later business day, generally, and not to exceed, three business days after
the purchase order date, as agreed to between the Authorized Purchaser and the Custodian when the purchase order is placed (the
“Purchase Settlement Date”). Upon receipt of the deposit amount, the Custodian directs DTC to credit the
number of baskets ordered to the Authorized Purchaser’s DTC account on the Purchase Settlement Date.
Because orders to purchase baskets must be placed
by noon, New York time, but the total payment required to create a basket during the continuous offering period will not be determined
until 4:00 p.m., New York time, on the date the purchase order is received, Authorized Purchasers will not know the total amount
of the payment required to create a basket at the time they submit an irrevocable purchase order for the basket. The
Fund’s NAV and the total amount of the payment required to create a basket could rise or fall substantially between the time
an irrevocable purchase order is submitted and the time the amount of the purchase price in respect thereof is determined.
Rejection of Purchase Orders
The Sponsor acting by itself or through the
Distributor or Custodian may reject a purchase order or a Creation Basket Deposit if:
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it determines that, due to position limits or otherwise, investment alternatives that will enable the Fund to meet its investment objective are not available or practicable at that time;
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it determines that the purchase order or the Creation Basket Deposit is not in proper form;
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it believes that acceptance of the purchase order or the Creation Basket Deposit would have adverse tax consequences to the Fund or its Shareholders;
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the acceptance or receipt of the Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful;
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circumstances outside the control of the Sponsor, Distributor or Custodian make it, for all practical purposes, not feasible to process creations of baskets;
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there is a possibility that any or all of the Benchmark Component Futures Contracts of an Underlying Fund on the futures exchange from which the NAV of that Underlying Fund is calculated will be priced at a daily price limit restriction; or
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if, in the sole discretion of the Sponsor, the execution of such an order would not be in the best interest of the Fund or its Shareholders.
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None of the Sponsor, Distributor or Custodian
will be liable for the rejection of any purchase order or Creation Basket Deposit.
Redemption Procedures
The procedures by which an Authorized Purchaser
can redeem one or more baskets mirror the procedures for the creation of baskets. On any business day, an Authorized
Purchaser may place an order with the transfer agent to redeem one or more baskets. Redemption orders must be placed
by noon New York time or the close of regular trading on the New York Stock Exchange, whichever is earlier. A redemption
order so received will be effective on the date it is received in satisfactory form by the Distributor. The redemption
procedures allow Authorized Purchasers to redeem baskets and do not entitle an individual Shareholder to redeem any Shares in an
amount less than a Redemption Basket, or to redeem baskets other than through an Authorized Purchaser. By placing a
redemption order, an Authorized Purchaser agrees to deliver the baskets to be redeemed through DTC’s book-entry system to
the Fund by the end of a later business day, generally, but not to exceed, three business days after the effective date of the
redemption order, as agreed to between the Authorized Purchaser and the transfer agent when the redemption order is placed (the
“Redemption Settlement Date”). Prior to the delivery of the redemption distribution for a redemption order,
the Authorized Purchaser must also have wired to the Sponsor’s account at the Custodian the non-refundable transaction fee
due for the redemption order. An Authorized Purchaser may not withdraw a redemption order without the prior consent
of the Sponsor in its discretion.
Determination of Redemption Distribution
The redemption distribution from the Fund consist
of a transfer to the redeeming Authorized Purchaser of an amount of Treasury Securities, cash and/or Underlying Fund shares that
is in the same proportion to the total assets of the Fund (net of estimated accrued but unpaid fees, expenses and other liabilities)
on the date the order to redeem is properly received as the number of Shares to be redeemed under the redemption order is in proportion
to the total number of Shares outstanding on the date the order is received. The Sponsor, directly or in consultation
with the Custodian, determines the requirements for Treasury Securities, cash and Underlying Fund shares, including the remaining
maturities of the Treasury Securities and proportions of Treasury Securities, cash and Underlying Fund shares, that may be included
in distributions to redeem baskets. If Treasury Securities are to be included in a redemption distribution for orders
placed on a given business day, the Custodian will publish an estimate of the redemption distribution composition as of the beginning
of such day.
Delivery of Redemption Distribution
The redemption distribution due from the Fund
will be delivered to the Authorized Purchaser on the Redemption Settlement Date if the Fund’s DTC account has been credited
with the baskets to be redeemed. If the Fund’s DTC account has not been credited with all of the baskets to be
redeemed by the end of such date, the redemption distribution will be delivered to the extent of whole baskets received. Any
remainder of the redemption distribution will be delivered on the next business day after the Redemption Settlement Date to the
extent of remaining whole baskets received if the Sponsor receives the fee applicable to the extension of the Redemption Settlement
Date which the Sponsor may, from time to time, determine and the remaining baskets to be redeemed are credited to the Fund’s
DTC account on such next business day. Any further outstanding amount of the redemption order shall be cancelled. Pursuant
to information from the Sponsor, the Custodian will also be authorized to deliver the redemption distribution notwithstanding that
the baskets to be redeemed are not credited to the Fund’s DTC account by noon New York time on the Redemption Settlement
Date if the Authorized Purchaser has collateralized
its obligation to deliver the baskets through DTC’s book entry-system
on such terms as the Sponsor may from time to time determine.
Suspension or Rejection of Redemption
Orders
The Sponsor may, in its discretion, suspend
the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca, CBOT or ICE
is closed other than customary weekend or holiday closings, or trading on the NYSE Arca, CBOT or ICE, is suspended or restricted,
(2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of Treasury Securities
is not reasonably practicable, (3) for such other period as the Sponsor determines to be necessary for the protection of the Shareholders,
(4) if there is a possibility that any or all of the Benchmark Component Futures Contracts of the Underlying Funds on the CBOT
or ICE from which the NAV of the Fund is calculated will be priced at a daily price limit restriction, or (5) if, in the sole discretion
of the Sponsor, the execution of such an order would not be in the best interest of the Fund or its Shareholders. For
example, the Sponsor may determine that it is necessary to suspend redemptions to allow for the orderly liquidation of the Fund’s
assets at an appropriate value to fund a redemption. If the Sponsor has difficulty liquidating the Fund’s positions,
e.g., because of a market disruption event in the futures markets or an unanticipated delay in the liquidation of a position in
an over the counter contract, it may be appropriate to suspend redemptions until such time as such circumstances are rectified. None
of the Sponsor, the Distributor, or the Custodian will be liable to any person or in any way for any loss or damages that may result
from any such suspension or postponement.
Redemption orders must be made in whole baskets.
The Sponsor will reject a redemption order if the order is not in proper form as described in the Authorized Purchaser Agreement
or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. The Sponsor may also reject a
redemption order if the number of Shares being redeemed would reduce the remaining outstanding Shares to 50,000 Shares (i.e., two
baskets of 25,000 Shares each) or less, unless the Sponsor has reason to believe that the placer of the redemption order does in
fact possess all the outstanding Shares and can deliver them.
Creation and Redemption Transaction Fees
To compensate the Sponsor for its expenses in
connection with the creation of baskets, an Authorized Purchaser is required to pay a transaction fee to the Sponsor of $250 per
basket with a maximum of $500 per order. In addition, an Authorized Purchaser is required to pay a transaction fee to
the Sponsor of $250 per basket redeemed. The transaction fees may be reduced, increased or otherwise changed by the
Sponsor. The Sponsor shall notify DTC of any change in a transaction fee and will not implement any increase in the
fee for the redemption of baskets until 30 days after the date of the notice.
Tax Responsibility
Authorized Purchasers are responsible for any
transfer tax, sales or use tax, stamp tax, recording tax, value added tax or similar tax or governmental charge applicable to the
creation or redemption of baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Purchaser,
and agree to indemnify the Sponsor and the Fund if they are required by law to pay any such tax, together with any applicable penalties,
additions to tax and interest thereon.
Secondary Market Transactions
As noted, the Fund will create and redeem Shares
from time to time, but only in one or more Creation Baskets or Redemption Baskets. The creation and redemption of baskets
are only made in exchange for delivery to the Fund or the distribution by the Fund of the amount of Treasury Securities, cash and/or
Underlying Fund shares to the aggregate NAV of the number of Shares included in the baskets being created or redeemed determined
on the day the order to create or redeem baskets is properly received.
As discussed above, Authorized Purchasers are
the only persons that may place orders to create and redeem baskets. Authorized Purchasers must be registered broker-dealers
or other securities market participants, such as
banks and other financial institutions that are not required to
register as broker-dealers to engage in securities transactions. An Authorized Purchaser is under no obligation to create
or redeem baskets, and an Authorized Purchaser is under no obligation to offer to the public Shares of any baskets it does create. Authorized
Purchasers that do offer to the public Shares from the baskets they create will do so at per-Share offering prices that are expected
to reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Shares at the time the Authorized
Purchaser purchased the Creation Baskets, the NAV of the Shares at the time of the offer of the Shares to the public, the supply
of and demand for Shares at the time of sale, and the liquidity of the Commodity Interest markets. The prices of Shares
offered by Authorized Purchasers are expected to fall between the Fund’s NAV and the trading price of the Shares on the NYSE
Arca at the time of sale. Shares initially comprising the same basket but offered by Authorized Purchasers to the public
at different times may have different offering prices. An order for one or more baskets may be placed by an Authorized
Purchaser on behalf of multiple clients. Shares are expected to trade in the secondary market on the NYSE Arca. Shares
may trade in the secondary market at prices that are lower or higher relative to their NAV per Share. The amount of
the discount or premium in the trading price relative to the NAV per Share may be influenced by various factors, including the
number of investors who seek to purchase or sell Shares in the secondary market and the liquidity of the Commodity Interest markets. While
the Shares trade on the NYSE Arca until 4:00 p.m. New York time, liquidity in the markets for Commodity Interests may be reduced
after the close of regular trading for Futures Contracts (the closing hours of the CBOT and the ICE Futures are adjusted periodically
by those Exchanges and can be confirmed by accessing the websites of those same). As a result, during this time, trading
spreads, and the resulting premium or discount, on the Shares may widen.
Payments to Financial Intermediaries
Investors purchasing Shares in the secondary
market through a brokerage account or with the assistance of a broker may be subject to brokerage commissions and charges. If you
purchase Fund Shares through a broker-dealer or other financial intermediary (such as a bank), the Fund, the Sponsor or an affiliate
of the Sponsor may pay the intermediary for the sale of Fund Shares and related services. These payments may create a conflict
of interest by influencing broker-dealers or other intermediaries and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more information.
Use of Proceeds
The Sponsor causes the Fund to transfer the
proceeds of the sale of Creation Baskets to the Custodian or another custodian for use in trading activities. The Sponsor
invests substantially all of the Fund’s assets in shares of the Underlying Funds, although some residual amount of Fund assets
may be held in short-term Treasury Securities, cash and/or cash equivalents. The Sponsor invests the Underlying Funds’
assets in Futures Contracts, Cleared Swaps and Other Commodity Interests, short-term Treasury Securities, cash and cash equivalents. When
the Underlying Funds purchase Futures Contracts and certain Other Commodity Interests that are exchange-traded, the Underlying
Fund is required to deposit with the FCM on behalf of the exchange a portion of the value of the contract or other interest as
security to ensure payment for the obligation under the Commodity Interests at maturity. This deposit is known as initial
margin. Counterparties in transactions in Cleared Swaps and over-the-counter Commodity Interests will generally impose
similar collateral requirements on the Underlying Funds. The Sponsor invests the Underlying Funds’ assets that
remain after margin and collateral is posted in short-term Treasury Securities, cash and/or cash equivalents. Subject
to these margin and collateral requirements, the Sponsor has sole authority to determine the percentage of assets that will be:
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held as margin or collateral with FCMs or other custodians;
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used for other investments; and
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held in bank accounts to pay current obligations and as reserves.
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In general, the Underlying Funds expect that
they will be required to post between 5% and 10% of the notional amount of a Commodity Interest as initial margin when entering
into such Commodity Interest. Ongoing margin and collateral payments will generally be required for both exchange-traded
and over-the-counter
Commodity Interests based on changes in the value of the Commodity
Interests. Furthermore, ongoing collateral requirements with respect to over-the-counter Commodity Interests are negotiated
by the parties, and may be affected by overall market volatility, volatility of the underlying commodity or index, the ability
of the counterparty to hedge its exposure under the Commodity Interest, and each party’s creditworthiness. In
light of the differing requirements for initial payments under exchange-traded and over-the-counter Commodity Interests and the
fluctuating nature of ongoing margin and collateral payments, it is not possible to estimate what portion of the Underlying Funds’
assets will be posted as margin or collateral at any given time. The Treasury Securities, cash and cash equivalents
held by the Underlying Fund constitute reserves that are available to meet ongoing margin and collateral requirements. All
interest income received by an Underlying Fund is used for such Underlying Fund’s benefit.
An FCM, counterparty, government agency or
commodity exchange could increase margin or collateral requirements applicable to the Underlying Funds to hold trading positions
at any time. Moreover, margin is merely a security deposit and has no bearing on the profit or loss potential for any
positions held.
The Fund’s and Underlying Funds’
assets are held in segregation pursuant to the CEA and CFTC regulations.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Critical Accounting Policies
Preparation of the financial statements and
related disclosures in compliance with United States generally accepted accounting principles (“GAAP”) requires the
application of appropriate accounting rules and guidance, as well as the use of estimates, and requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, revenue, and expense and related disclosure of contingent
assets and liabilities during the reporting period of the financial statements and accompanying notes. The Trust’s application
of these policies involves judgments, and actual results may differ from the estimates used.
The Sponsor has determined that the valuation
of Commodity Interests that are not traded on a U.S. or internationally recognized futures exchange (such as swaps and other over-the-counter
contracts) involves a critical accounting policy. The values which are used by the Funds for futures contracts will be provided
by the commodity broker who will use market prices when available, while over-the-counter contracts will be valued based on the
present value of estimated future cash flows that would be received from or paid to a third party in settlement of these derivative
contracts prior to their delivery date. Values will be determined on a daily basis.
As it relates to the Commodity Futures held
by the Underlying Funds, the Sponsor has determined that the valuation of Commodity Interests that are not traded on a U.S. or
internationally recognized futures exchange (such as swaps and other over-the-counter contracts) involves a critical accounting
policy. The values which are used by the Underlying Funds for futures contracts will be provided by the commodity broker
who will use market prices when available, while over-the-counter contracts will be valued based on the present value of estimated
future cash flows that would be received from or paid to a third party in settlement of these derivative contracts prior to their
delivery date.
Values will be determined on a daily basis.
In addition, Commodity
Futures held by the Underlying Funds are recorded on the trade date. All such transactions are recorded on the identified cost
basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statement
of operations as the difference between the original contract amount and the fair market value as of the last business day of the
year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected
in the statement of operations for the Underlying Fund. Interest on cash equivalents and deposits with the FCM are recognized on
the accrual basis. The Underlying Funds earn interest on its assets denominated in U.S. dollars on deposit with the FCM at
a rate equal to 85% of the overnight of Federal Funds Rate. In addition, the Fund earns interest on funds held at the custodian
at prevailing market rates for such investments.
Cash equivalents are highly-liquid
investments with original maturity dates of three months or less at inception. The Fund reports 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 use of fair value to
measure financial instruments, with related unrealized gains or losses recognized in earnings in each period is fundamental to
the Trust’s financial statements. In accordance with GAAP, fair value is defined as the price that would be received to sell
an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement
date.
In determining fair value,
the Trust uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring
fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most
observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset
or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s
assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information
available in the circumstances. The fair value hierarchy is categorized into three levels: a)
Level 1
- Valuations
based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.
Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices
that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree
of judgment, b)
Level 2
- Valuations based on quoted prices in markets that are not active or for which all significant
inputs are observable, either directly or indirectly, and c)
Level 3 -
Valuations based on inputs that are unobservable
and significant to the overall fair value measurement. See the notes within the financial statements for further information.
The Fund and the Trust record their derivative
activities at fair value. Gains and losses from derivative contracts are included in the statement of operations. Derivative
contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such
as the CBOT or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC
derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs
are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
The Trust, in presenting
its financial statements including all the series of the Trust, excludes the shares of the other series of the Trust owned by the
Teucrium Agricultural Fund from its statements of assets and liabilities. The Trust excludes the net change in unrealized appreciation
or depreciation on securities owned by the Teucrium Agricultural Fund from its statements of operations. Upon the sale of the Underlying
Funds by the Teucrium Agricultural Fund, the Trust includes any realized gain or loss in its statements of changes in net assets.
Brokerage commissions on all open commodity
futures contracts are accrued on a full-turn basis.
Margin is the minimum amount of funds that
must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures
contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts
are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price
of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits
and losses that, in relation to the amount invested, are greater than are customary in other forms of investment or speculation.
As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial
margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by
the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract.
Brokerage firms, such as the Funds’ clearing brokers, carrying accounts for traders in commodity interest contracts generally
require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves
the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or
both parties to address credit exposure.
When a trader purchases an option, there
is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he
or she is required to deposit margin in an amount
determined by the margin requirements established for the underlying
interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed
on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can
in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads
and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in
the underlying interest.
Ongoing or “maintenance” margin
requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract
changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker.
If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the
Funds’ trading, the Funds (and not its shareholders personally) are subject to margin calls.
Finally, many major U.S. exchanges have passed
certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account
would, in the case of some accounts, be aggregated, and margin requirements would be assessed on a portfolio basis, measuring the
total risk of the combined positions.
For tax purposes, the Funds will be treated
as partnerships. Therefore, the Funds do not record a provision for income taxes because the partners report their share of a Fund’s
income or loss on their income tax returns. The financial statements reflect the Funds’ transactions without adjustment,
if any, required for income tax purposes.
Results of Operations
The Teucrium Agricultural Fund commenced
operation on March 28, 2012. On April 22, 2011, an initial registration statement was filed with the Securities and Exchange Commission
(“SEC”). On February 10, 2012, the Fund’s initial registration of 5,000,000 shares on Form S-1 was declared effective
by the U.S. Securities and Exchange Commission (“SEC”). On March 28, 2011, 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, 2012 by purchasing
shares of the Underlying Funds. On December 31, 2011, the Fund had two shares outstanding, which were owned by the Sponsor.
The investment objective of the Fund is to
have the daily changes in percentage terms of the Net Asset Value (“NAV”) of its common units (“Shares”)
reflect the daily changes in percentage terms of a weighted average (the “Underlying Fund Average”) of the NAVs per
share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: the Teucrium Corn Fund (“CORN”),
the Teucrium Wheat Fund (“WEAT”), the Teucrium Soybean Fund (“SOYB”) and the Teucrium Sugar Fund (“CANE”)
(collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each
Underlying Fund, and the Fund’s assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation
to each Underlying Fund. The Fund does not intend to invest directly in futures contracts (“Futures Contracts”),
although it reserves the right to do so in the future, including if an Underlying Fund ceases operations.
The investment objective of each Underlying
Fund is to have the daily changes in percentage terms of its shares’ NAV reflect the daily changes in percentage terms of
a weighted average of the closing settlement prices for certain Futures Contracts for the commodity specified in the Underlying
Fund’s name. (This weighted average is referred to herein as the Underlying Fund’s “Benchmark,”
the Futures Contracts that at any given time make up an Underlying Fund’s Benchmark are referred to herein as the Underlying
Fund’s “Benchmark Component Futures Contracts,” and the commodity specified in the Underlying Fund’s name
is referred to herein as its “Specified Commodity.”) Specifically, the Teucrium Corn Fund’s Benchmark
is: (1) the second-to-expire Futures Contract for corn traded on the Chicago Board of Trade (“CBOT”), weighted 35%,
(2) the third-to-expire CBOT corn Futures Contract, weighted 30%, and (3) the CBOT corn Futures Contract expiring in the December
following the expiration month of the third-to-expire contract, weighted 35%. The Teucrium Wheat Fund’s Benchmark
is: (1) the second-to-expire CBOT wheat Futures Contract, weighted 35%, (2) the third-to-expire CBOT wheat Futures Contract, weighted
30%, and (3) the CBOT wheat Futures Contract expiring in the December following the expiration month of the third-to-expire contract,
weighted 35%. The Teucrium Soybean Fund’s Benchmark is: (1) the second-to-
expire CBOT soybean Futures Contract, weighted 35%, (2) the third-to-expire
CBOT soybean Futures Contract, weighted 30%, and (3) the CBOT soybean Futures Contract expiring in the November following the expiration
month of the third-to-expire contract, weighted 35%, except that CBOT soybean Futures Contracts expiring in August and September
will not be part of the Teucrium Soybean Fund’s Benchmark because of the less liquid market for these Futures Contracts. The
Teucrium Sugar Fund’s Benchmark is: (1) the second-to-expire Sugar No. 11 Futures Contract traded on ICE Futures US (“ICE
Futures”), weighted 35%, (2) the third-to-expire ICE Futures Sugar No. 11 Futures Contract, weighted 30%, and (3) the ICE
Futures Sugar No. 11 Futures Contract expiring in the March following the expiration month of the third-to-expire contract, weighted
35%.
On December 31, 2012, the Fund held: 1) 13,458
shares of CORN with a fair value of $596,685; 2) 28,137 shares of WEAT with a fair value of $597,970; 3) 25,006 shares of SOYB
with a fair value of $603,422; and 4) 35,274 shares of CANE with a fair value of $628,110. The weighting on December 31, 2012 was
24% to CORN, 25% to WEAT, 25% to SOYB and 26% to CANE.
On December 31, 2012, the Fund had 50,002
shares outstanding with net assets of $2,436,721. In 2012, the Fund had 350,000 shares issued and 300,000 shares redeemed. As of
December 31, 2012 there were a minimum number of shares outstanding and there could be no further redemptions until additional
shares are created.
For the Year Ended December 31, 2012 Compared to the Year
Ended December 31, 2011
Total net assets for the Fund were $2,436,721
on December 31, 2012 and $100 on December 31, 2011. This increase is a result of the commencement of operation in 2012. The Net
Asset Values (“NAV”) per share related to these balances were $48.73 and $50.00 respectively, which was the NAV at
the commencement of operations. The decrease in the NAV per share of $1.27 or 2.5% is driven by a decrease in the price of some
of the shares of the Underlying Funds which is driven by a decrease in the price of the underlying commodity. On December 31, 2012,
the 4pm bid/ask midpoint on the NYSE Arca was $48.74.
Total loss for the period from the commencement
of operations through December 31, 2012 was ($880,163) resulting primarily from the realized loss on the securities of the Underlying
Funds totaling ($626,988) and a loss generated by the unrealized depreciation on the securities of the Underlying Funds of ($253,192).
Realized gain or loss on the securities of the Underlying Funds is a function of: 1) the change in the price of particular contracts
sold in relation to redemption of shares, and 2) the gain or loss associated with rebalancing trades which are made to ensure conformance
to the benchmark. Unrealized gain or loss on the securities of the Underlying Funds is a function of the change in the price of
shares held on the final date of the period versus the purchase price for each and the number held. The Sponsor has a static benchmark
as described above and trades futures contracts to adhere to that benchmark and to adjust for the creation or redemption of shares.
Total expenses for the period from
the commencement of operations through December 31, 2012 were $22,701. The Fund does not pay a management fee to the Sponsor. In
2012, the Sponsor paid approximately $20,800 of expenses that normally would have been borne by the Fund. Other than the brokerage
commissions, most of the expenses incurred by the Fund are associated with the day-to-day operation of the Fund and the necessary
functions related to regulatory compliance. These are generally based on contracts, which extend for some period of time and up
to one-year, or commitments regardless of the level of assets under management. The Sponsor can elect to adjust the daily expense
accruals at its discretion.
Net cash used in the Fund’s operating
activities during the period was ($3,333,166) in 2012. For 2012, proceeds from the sale of shares were $17,706,578 while payments
for the redemption of shares were $14,367,093.
Benchmark Performance
As noted above, the Sponsor endeavors to place
the Fund’s trades in shares of the Underlying Funds and otherwise manage the Fund’s investments so that the Fund’s
average daily tracking error against the Benchmark will be less than 10 percent over any period of 30 trading days. More specifically,
the Sponsor will endeavor to manage the Fund so that A will be within plus/minus 10 percent of B, where:
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A is the average daily change in the Fund’s NAV for any period of 30 successive valuation days, i.e., any trading day as of which the Fund calculates its NAV, and
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B is the average daily change in the Benchmark over the same period.
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During the period from the commencement of
operations (March 28, 2012) through December 31, 2012, the average daily change in the Fund’s NAV was within plus/minus 10
percent of the average daily change in the Fund’s Benchmark.
Liquidity and Capital Resources
The Fund and the Underlying Funds do not anticipate
making use of borrowings or other lines of credit to meet their obligations. It is anticipated that the Fund and the
Underlying Funds will meet their liquidity needs in the normal course of business from the proceeds of the sale of their investments
or from the cash, cash equivalents and/or the Treasuries Securities that they intend to hold. The Fund’s liquidity
needs include: redeeming Shares and paying expenses. The purchase and or sale of shares of the Underlying Funds for
rebalancing purposes to meet the investment objectives of the Fund will, generally, be liquidity neutral. The Underlying Funds’
liquidity need include: redeeming their shares, providing margin deposits for existing Futures Contracts or the purchase of additional
Futures Contracts, posting collateral for over-the-counter Commodity Interests, and paying expenses, summarized below under “Contractual
Obligations.”
The Fund generates cash primarily from the sale
of Creation Baskets, and the Underlying Funds will generate cash primarily from (i) the sale of Creation Baskets and (ii) interest
earned on cash, cash equivalents and their investments in Treasuries Securities. Investment activities for the Fund
have not begun. Substantially all of the net assets of the Fund are allocated to investments in the Underlying Funds. Generally,
all of the net assets of the Underlying Funds are allocated to trading in Commodity Interests. Most of the assets of
the Underlying Funds are held in Treasury Securities, cash and/or cash equivalents that could or will be used as margin or collateral
for trading in Commodity Interests. The percentage that such assets will bear to the total net assets will vary from
period to period as the market values of the Commodity Interests change. Interest earned on interest-bearing assets
of a Fund or Underlying Fund will be paid to the Fund or Underlying Fund, as the case may be.
The investments of the Underlying Funds in Commodity
Interests will be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For
example, U.S. futures exchanges limit the fluctuations in the prices of certain Futures Contracts during a single day by regulations
referred to as “daily limits.” During a single day, no trades may be executed at prices beyond the daily
limit. Once the price of such a Futures Contract has increased or decreased by an amount equal to the daily limit, positions
in the contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Such
market conditions could prevent the Fund from promptly liquidating a position in Futures Contracts.
If the Fund is unsuccessful in raising
sufficient funds to cover its expenses and the Sponsor is unable or unwilling to continue covering the Fund’s expenses, the
Fund may terminate.
Market Risk
Investment by the Fund in shares of the Underlying
Funds will subject the Fund to the risks of the Underlying Funds. Trading in Commodity Interests such as Futures Contracts
will involve the Underlying Funds entering into contractual commitments to purchase or sell specific amounts of a Specified Commodity
at a specified date in the future. The gross or face amount of the contracts is expected to significantly exceed the
future cash requirements of an Underlying Fund since each Underlying Fund
intends to close out any open positions
prior to the contractual expiration date. As a result, an Underlying Fund’s market risk is the risk of loss arising
from the decline in value of the contracts, not from the need to make delivery under the contracts. The Underlying Funds
consider the “fair value” of derivative instruments to be the unrealized gain or loss on the contracts. The
market risk associated with the commitment by an Underlying Fund to purchase a specific commodity will be limited to the aggregate
face amount of the contacts held.
The exposure of an Underlying Fund to market
risk will depend on a number of factors including the markets for its Specified Commodity, the volatility of interest rates and
foreign exchange rates, the liquidity of the Commodity Interest markets and the relationships among the contracts held by the Underlying
Fund. The lack of experience of the Sponsor in utilizing its model to trade in Commodity Interests in a manner that
tracks changes in an Underlying Fund’s Benchmark
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as well as drastic market events, could ultimately lead to substantial
losses for Shareholders.
In addition, the Fund bears the risk that its
transactions in shares of the Underlying Funds will not be executed at prices that accurately reflect the value of the Underlying
Funds. The Fund will purchase and sell Underlying Fund shares in the secondary market rather than by purchasing or redeeming
Baskets, and the price of an Underlying Fund’s shares on the secondary market will generally differ somewhat from the Underlying
Fund’s NAV. Such premiums or discounts from NAV could at times be substantial.
Credit Risk
When an Underlying Fund enters into Commodity
Interests, it will be exposed to the credit risk that the counterparty will not be able to meet its obligations. For
purposes of credit risk, the counterparty for the Futures Contracts traded on a futures exchange and for Cleared Swaps is the clearinghouse
associated with such exchange. In general, clearinghouses are backed by their members who may be required to share in
the financial burden resulting from the nonperformance of one of their members, which should significantly reduce credit risk. Some
foreign exchanges are not backed by their clearinghouse members but may be backed by a consortium of banks or other financial institutions. Unlike
in the case of exchange-traded Futures Contracts, the counterparty to an over-the-counter Commodity Interest contract is generally
a single bank or other financial institution. As a result, there will be greater counterparty credit risk in over-the-counter
transactions. There can be no assurance that any counterparty, clearing house, or their financial backers will satisfy
their obligations to an Underlying Fund.
The Sponsor attempts to manage the credit risk
of the Underlying Funds by following certain trading limitations and policies. In particular, the Underlying Funds intend
to post margin and collateral and/or hold liquid assets that will be equal to approximately the face amount of the Commodity Interests
they hold. The Sponsor has implemented procedures that include, but are not limited to, executing and clearing trades
and entering into over-the-counter transactions only with parties it deems creditworthy and/or requiring the posting of collateral
by such parties for the benefit of the Underlying Fund to limit its credit exposure.
Any commodity broker for an Underlying Fund,
when acting as the FCM in accepting orders to purchase or sell futures contracts on United States exchanges, will be required by
CFTC regulations to separately account for and segregate as belonging to the Underlying Fund all of the Underlying Fund’s
assets that relate to domestic Futures Contract trading. These commodity brokers are not allowed to commingle the assets
of the Underlying Fund with the commodity broker’s other assets, although commodity brokers are allowed to commingle the
assets of multiple customers in a bulk segregated account. In addition, the CFTC requires commodity brokers to hold in a secure
account the assets of an Underlying Fund related to foreign futures contract trading.
On November 14, 2012, the CFTC proposed
new regulations that would require enhanced customer protections, risk management programs, internal monitoring and controls, capital
and liquidity standards, customer disclosures, and auditing and examination programs for FCMs. The proposed rules are intended
to afford greater assurances to market participants that: customer segregated funds and secured amounts are protected; customers
are provided with appropriate notice of the risks of futures trading and of the FCMs with which they may choose to do business;
FCMs are monitoring and managing risks in a robust manner; the capital and liquidity of FCMs are strengthened to safeguard their
continued operations; and the auditing and examination programs of the CFTC and the SROs are monitoring the activities of FCMs
in a thorough manner. The final regulations have not yet been adopted.
Off Balance Sheet Financing
As of the date of this prospectus, neither the
Trust nor the Fund has any loan guarantees, credit support or other off-balance sheet arrangements of any kind other than agreements
entered into in the normal course of business, which may include indemnification provisions relating to certain risks service providers
undertake in
performing services which are in the best interests of the Fund. While
the Fund’s exposure under these indemnification provisions cannot be estimated, they are not expected to have a material
impact on the Fund’s financial positions.
Redemption Basket Obligation
Other than as necessary to meet the investment
objective of the Fund and pay its contractual obligations described below, the Fund requires liquidity to redeem Redemption Baskets. The
Fund intends to satisfy this obligation through the transfer of cash of the Fund (generated, if necessary, through the sale of
Underlying Fund shares) in an amount proportionate to the number of Shares being redeemed, as described above under
“Redemption Procedures.”
Contractual Obligations
The Fund’s and Underlying Funds’
primary contractual obligation is with the Sponsor and certain other service providers. While the Fund does not pay
the Sponsor a management fee directly, the Sponsor, in return for its services, is entitled to a management fee from each Underlying
Fund calculated as a fixed percentage of the Underlying Fund’s NAV, currently 1.00% of the Underlying Fund’s average
net assets, and the Fund indirectly pays its proportionate share of the Underlying Funds’ management fees as a shareholder
of the Underlying Funds. The Fund and the Underlying Fund are each also responsible for all ongoing fees, costs and
expenses of their operation, including (i) brokerage and other fees and commissions incurred in connection with the trading activities
of the Fund or Underlying Fund; (ii) expenses incurred in connection with registering additional Shares of the Fund or Underlying
Fund or offering Shares of the Fund or Underlying after the time any Shares have begun trading on NYSE Arca; (iii) the routine
expenses associated with the preparation and, if required, the printing and mailing of monthly, quarterly, annual and other reports
required by applicable U.S. federal and state regulatory authorities, Trust meetings and preparing, printing and mailing proxy
statements to Shareholders; (iv) the payment of any distributions related to redemption of Shares; (v) payment for routine services
of the Trustee, legal counsel and independent accountants; (vi) payment for routine accounting, bookkeeping, custody and transfer
agency services, whether performed by an outside service provider or by Affiliates of the Sponsor; (vii) postage and insurance;
(viii) costs and expenses associated with client relations and services; (ix) costs of preparation of all federal, state, local
and foreign tax returns and any taxes payable on the income, assets or operations of the Fund or Underlying Fund; and (xi) extraordinary
expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto).
While the Sponsor has agreed to pay registration
fees to the SEC, FINRA and any other regulatory agency in connection with the offer and sale of the Shares offered through this
prospectus, the legal, printing, accounting and other expenses associated with such registrations, and the initial fee of $5,000
for listing the Shares on the NYSE Arca, the Fund will be responsible for any registration fees and related expenses incurred in
connection with any future offer and sale of Shares of the Fund in excess of those offered through this prospectus.
The Fund and Underlying Funds pay their own
brokerage and other transaction costs. The Fund will generally use broker-dealers to execute its transactions in shares
of the Underlying Funds. Other expenses to be paid by the Fund are estimated to be
0.49% for the twelve-month
period ending April 30, 2014, though this amount may change in future years. The Sponsor may, in its discretion, pay
or reimburse the Fund for, or waive a portion of its management fees to offset, expenses that would otherwise be borne by the Fund.
Any general expenses of the Trust will be allocated
among the Teucrium Funds and each other series that may be established under the Trust in the future as determined by the Sponsor
in its sole and absolute discretion. The Trust is also responsible for extraordinary expenses, including, but not limited
to, legal claims and liabilities and litigation costs and any indemnification related thereto. The Trust and/or the
Sponsor may be required to indemnify the Trustee, Distributor or Custodian/Administrator under certain circumstances.
The parties cannot anticipate the amount of
payments that will be required under these arrangements for future periods as the Fund’s NAV and trading levels to meet their
investment objectives will not be known until a future date. These agreements are effective for a specific term agreed
upon by the parties with an option to renew,
or, in some cases, are in effect for the duration of the Fund’s
existence. The parties may terminate these agreements earlier for certain reasons listed in the agreements.
The Trust Agreement
The following paragraphs are a summary of certain
provisions of the Trust Agreement. The following discussion is qualified in its entirety by reference to the Trust Agreement.
Authority of the Sponsor
The Sponsor is generally authorized to perform
all acts deemed necessary to carry out the purposes of the Trust and to conduct the business of the Trust. The Trust,
the Fund and the Underlying Funds will continue to exist until terminated in accordance with the Trust Agreement. The
Sponsor’s authority includes, without limitation, the right to take the following actions:
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To enter into, execute, deliver and maintain contracts, agreements and other documents and to take action in furtherance of the Trust’s purpose or necessary or appropriate for the offer and sale of the Shares and the conduct of Trust activities;
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To establish, maintain, deposit into, sign checks and otherwise draw upon accounts on behalf of the Trust with appropriate banking and savings institutions, and execute and accept any instrument or agreement incidental to the Trust’s business and in furtherance of its purposes;
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To deposit, withdraw, pay, retain and distribute the trust estate of the Fund, the Underlying Funds or any other Teucrium Fund (or any portion thereof) in any manner consistent with the provisions of the Trust Agreement;
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To supervise the preparation and filing of any registration statement (and supplements and amendments thereto) for the Fund, the Underlying Funds and any other Teucrium Fund;
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To adopt, implement or amend, from time to time, such disclosure and financial reporting information gathering and control policies and procedures as are necessary or desirable to ensure compliance with applicable disclosure and financial reporting obligations under any applicable securities laws;
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To make any necessary determination or decision in connection with the preparation of the Trust’s financial statements and amendments thereto;
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To prepare, file and distribute, if applicable, any periodic reports or updates that may be required under the 1934 Act, the CEA or rules and regulations promulgated thereunder;
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To pay or authorize the payment of distributions to the Shareholders and expenses of the Teucrium Funds, including the Fund and the Underlying Funds;
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To make any elections on behalf of the Trust or any Teucrium Fund under the Code, or any other applicable U.S. federal or state tax law as the Sponsor shall determine to be in the best interests of the Trust or the applicable Fund; and
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In its sole discretion, to admit an affiliate or affiliates of the Sponsor as additional Sponsors.
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The Sponsor’s Obligations
In addition to the duties imposed by the Delaware
Trust Statute and under the Trust Agreement, the Sponsor has the following obligations as a sponsor of the Trust:
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Devote to the business and affairs of the Trust such of its time as it determines in its discretion (exercised in good faith) to be necessary for the benefit of the Trust and the shareholders of the
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Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and for the conduct of its business in all appropriate jurisdictions;
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Appoint and remove independent public accountants to audit the accounts of the Trust and employ attorneys to represent the Trust;
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Employ attorneys to represent the Trust;
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Use its best efforts to maintain the status of the Trust and each Teucrium Fund as a statutory trust for state law purposes and as a partnership for U.S. federal income tax purposes;
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Invest, reinvest, hold uninvested, sell, exchange, write options on, lease, lend and, subject to certain limitations set forth in the Trust Agreement, pledge, mortgage and hypothecate the estate of each Teucrium Fund in accordance with the purposes of the Trust and any registration statement filed on behalf of the Fund, the Underlying Funds or any other Teucrium Funds;
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Have fiduciary responsibility for the safekeeping and use of the Trust’s assets, whether or not in the Sponsor’s immediate possession or control;
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Enter into and perform agreements with Authorized Purchasers, receive from Authorized Purchasers and process properly submitted purchase orders, receive Creation Basket Deposits, deliver or cause the delivery of Creation Baskets to the Depository for the account of the Authorized Purchaser submitting a purchase order;
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Receive from Authorized Purchasers and process, or cause the Distributor or other Fund service provider to process, properly submitted redemption orders, receive from the redeeming Authorized Purchasers through the Depository, and thereupon cancel or cause to be cancelled, Shares corresponding to the Redemption Baskets to be redeemed;
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Interact with the Depository; and
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Delegate duties to one or more administrators, as the Sponsor determines.
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To the extent that, at law (common or statutory)
or in equity, the Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Fund or any
other Teucrium Fund, the Shareholders or to any other person, the Sponsor will not be liable to the Trust, the Fund or any other
Teucrium Fund, the Shareholders or to any other person for its good faith reliance on the provisions of the Trust Agreement or
this prospectus (or the prospectus applicable to such other Teucrium Fund) unless such reliance constitutes gross negligence or
willful misconduct on the part of the Sponsor.
Liability and Indemnification
Under the Trust Agreement, the Sponsor, the
Trustee and their respective Affiliates (collectively, “Covered Persons”) shall have no liability to the Trust, the
Fund or any other Teucrium Fund or any Shareholder for any loss suffered by the Trust, the Fund or any other Teucrium Fund which
arises out of any action or inaction of such Covered Person if such Covered Person, in good faith, determined that such course
of conduct was in the best interest of the Trust, the Fund or any other Teucrium Fund and such course of conduct did not constitute
gross negligence or willful misconduct of such Covered Person. Subject to the foregoing, neither the Sponsor nor any
other Covered Person shall be personally liable for the return or repayment of all or any portion of the capital or profits of
any Shareholder or assignee thereof, it being expressly agreed that any such return of capital or profits made pursuant to the
Trust Agreement shall be made solely from the assets of the applicable Teucrium Fund without any rights of contribution from the
Sponsor or any other Covered Person. A Covered Person shall not be liable for the conduct or willful misconduct of any
administrator or other delegatee selected by the Sponsor with reasonable
care, provided, however, that the Trustee and its Affiliates shall
not, under any circumstances be liable for the conduct or willful misconduct of any administrator or other delegatee or any other
person selected by the Sponsor to provide services to the Trust.
To the extent that, at law (common or statutory)
or in equity, the Sponsor has duties (including fiduciary duties) and liabilities relating to the Trust, the Teucrium Funds, the
shareholders of the Teucrium Funds, or to any other person, the Sponsor, acting under the Trust Agreement, shall not be liable
to the Trust, the Teucrium Funds, the shareholders of the Teucrium Funds or to any other person for its good faith reliance on
the provisions of the Trust Agreement. The provisions of the Trust Agreement, to the extent they restrict or eliminate
the duties and liabilities of the Sponsor otherwise existing at law or in equity, replace such other duties and liabilities of
the Sponsor.
The Trust Agreement also provides that the Sponsor
shall be indemnified by the Trust (or by a series separately to the extent the matter in question relates to a single series or
disproportionately affects a specific series in relation to other series) against any losses, judgments, liabilities, expenses
and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i)
the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of
conduct was in the best interests of the Trust and such liability or loss was not the result of gross negligence, willful misconduct,
or a breach of the Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable from the
assets of the applicable series. The Sponsor’s rights to indemnification permitted under the Trust Agreement shall
not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or
insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy
Code by or against the Sponsor.
Notwithstanding the above, the Sponsor shall
not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state
securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law
violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation,
litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to
the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation
costs), or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds
that indemnification of the settlement and related costs should be made.
The payment of any indemnification shall be
allocated, as appropriate, among the Trust’s series. The Trust and its series shall not incur the cost of that
portion of any insurance which insures any party against any liability, the indemnification of which is prohibited under the Trust
Agreement.
Expenses incurred in defending a threatened
or pending action, suit or proceeding against the Sponsor shall be paid by the Trust in advance of the final disposition of such
action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of
the Trust; (ii) the legal action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced
funds with interest to the Trust in cases in which it is not entitled to indemnification.
The Trust Agreement provides that the Sponsor
and the Trust shall indemnify the Trustee and its successors, assigns, legal representatives, officers, directors, shareholders,
employees, agents and servants (the “Trustee Indemnified Parties”) against any liabilities, obligations, losses, damages,
penalties, taxes, claims, actions, suits, costs, expenses or disbursements which may be imposed on a Trustee Indemnified Party
relating to or arising out of the formation, operation or termination of the Trust, the execution, delivery and performance of
any other agreements to which the Trust is a party, or the action or inaction of the Trustee under the Trust Agreement or any other
agreement, except for expenses resulting from the gross negligence or willful misconduct of a Trustee Indemnified Party. Further,
certain officers of the Sponsor are insured against liability for certain errors or omissions which an officer may incur or that
may arise out of his or her capacity as such.
In the event the Trust is made a party to any
claim, dispute, demand or litigation or otherwise incurs any liability or expense as a result of or in connection with any Shareholder’s
(or assignee’s) obligations or liabilities
unrelated to the Trust business, such Shareholder (or assignees
cumulatively) is required under the Trust Agreement to indemnify the Trust for all such liability and expense incurred, including
attorneys’ and accountants’ fees.
Withdrawal of the Sponsor
The Sponsor may withdraw voluntarily as the
Sponsor of the Trust only upon ninety (90) days’ prior written notice to the holders of the Trust’s outstanding shares
and the Trustee. If the withdrawing Sponsor is the last remaining Sponsor, shareholders holding a majority (over 50%)
of the outstanding shares of the Teucrium Funds voting together as a single class (not including shares acquired by the Sponsor
through its initial capital contribution) may vote to elect a successor Sponsor. The successor Sponsor will continue
the business of the Trust. Shareholders have no right to remove the Sponsor.
In the event of withdrawal, the Sponsor is entitled
to a redemption of the shares it acquired through its initial capital contribution to any of the series of the Trust at their NAV
per share. If the Sponsor withdraws and a successor Sponsor is named, the withdrawing Sponsor shall pay all expenses
as a result of its withdrawal.
Meetings
Meetings of the Trust’s shareholders
may be called by the Sponsor and will be called by it upon the written request of Shareholders holding at least 25% of the outstanding
Shares of the Trust or the Fund, as applicable (not including Shares acquired by the Sponsor through its initial capital contribution.
The Sponsor shall deposit in the United States mail or electronically transmit written notice to all Shareholders of the Fund of
the meeting and the purpose of the meeting, which shall be held on a date not less than 30 nor more than 60 days after the date
of mailing of such notice, at a reasonable time and place. Where the meeting is called upon the written request of the shareholders
of the Teucrium Funds, or any Teucrium fund, as applicable, such written notice shall be mailed or transmitted not more than 45
days after such written request for a meeting was received by the Sponsor. Any notice of meeting shall be accompanied by a description
of the action to be taken at the meeting and, if applicable, an opinion of independent counsel as to the effect of such proposed
action on the liability of shareholders of the Teucrium Funds, or any Teucrium fund, as applicable, for the debts of the applicable
Teucrium Fund. Shareholders may vote in person or by proxy at any such meeting. The Sponsor shall be entitled to establish voting
and quorum requirements and other reasonable procedures for shareholder voting. Any action required or permitted to be taken by
Shareholders by vote may be taken without a meeting by written consent setting forth the actions so taken. Such written consents
shall be treated for all purposes as votes at a meeting. If the vote or consent of any Shareholder to any action of the Trust,
the Fund or any Shareholder, as contemplated by the Trust Agreement, is solicited by the Sponsor, the solicitation shall be effected
by notice to each Shareholder given in the manner provided in accordance with the Trust Agreement.
Voting Rights
Shareholders have very limited voting rights. Specifically,
the Trust Agreement provides that shareholders of the Teucrium Funds holding shares representing at least a majority (50%) of the
outstanding shares of the Teucrium Funds voting together as a single class (excluding shares acquired by the Sponsor in connection
with its initial capital contribution to any Trust series) may vote to (i) continue the Trust by electing a successor Sponsor as
described above, and (ii) approve amendments to the Trust Agreement that impair the right to surrender Redemption Baskets for redemption. (Trustee
consent to any amendment to the Trust Agreement is required if the Trustee reasonably believes that such amendment adversely affects
any of its rights, duties or liabilities.) In addition, shareholders of the Teucrium Funds holding shares representing
seventy-five percent (75%) of the outstanding shares of the Teucrium Funds, voting together as a single class (excluding shares
acquired by the Sponsor in connection with its initial capital contribution to any Trust series) may vote to dissolve the Trust
upon not less than ninety (90) days’ notice to the Sponsor. Shareholders have no voting rights with respect to
the Trust or the Fund except as expressly provided in the Trust Agreement. Fund Shareholders have no voting rights with
respect to shares of the Underlying Funds held by the Fund.
Limited Liability of Shareholders
Shareholders shall be entitled to the same limitation
of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of
Delaware, and no Shareholder shall be liable for claims against, or debts of the Trust or the Fund in excess of his share of the
Fund’s assets. The Trust or the Fund shall not make a claim against a Shareholder with respect to amounts distributed
to such Shareholder or amounts received by such Shareholder upon redemption unless, under Delaware law, such Shareholder is liable
to repay such amount.
The Trust or the Fund shall indemnify to the
full extent permitted by law and the Trust Agreement, each Shareholder (excluding the Sponsor to the extent of its ownership of
any Shares acquired through its initial capital contribution) against any claims of liability asserted against such Shareholder
solely based on its status as a Shareholder (other than for taxes on income from Shares for which such Shareholder is liable).
Every written note, bond, contract, instrument,
certificate or undertaking made or issued by the Sponsor on behalf of the Trust or the Fund shall give notice to the effect that
the same was executed or made by or on behalf of the Trust or the Fund and that the obligations of such instrument are not binding
upon the Shareholders individually but are binding only upon the assets and property of the Fund and no recourse may be had with
respect to the personal property of a Shareholder for satisfaction of any obligation or claim.
The Sponsor Has Conflicts of Interest
There are present and potential future conflicts
of interest in the Trust’s structure and operation you should consider before you purchase Shares. The Sponsor may use this
notice of conflicts as a defense against any claim or other proceeding made.
The Sponsor’s principals, officers and
employees do not devote their time exclusively to the Fund. Under the organizational documents of the Sponsor, Mr. Sal
Gilbertie and Mr. Dale Riker are obligated to use commercially reasonable efforts to manage the Sponsor, devote such amount of
time to the Sponsor as would be consistent with their roles in similarly placed commodity pool operators, and remain active in
managing the Sponsor until they are no longer managing members of the Sponsor or the Sponsor dissolves. In addition,
the Sponsor expects that operating the Teucrium Funds will generally constitute the principal and a full-time business activity
of its principals, officers and employees. Notwithstanding these obligations and expectations, the Sponsor’s principals
may be directors, officers or employees of other entities, and may manage assets of other entities, including the other Teucrium
Funds, through the Sponsor or otherwise. In particular, the principals could have a conflict between their responsibilities
to the Fund on the one hand and to those other entities on the other. The Sponsor believes that it currently has sufficient
personnel, time, and working capital to discharge its responsibilities to the Fund in a fair manner and that these persons’
conflicts should not impair their ability to provide services to the Fund. However, it is not possible to quantify the
proportion of their time that the Sponsor’s personnel will devote to the Fund and its management.
The Sponsor and its principals, officers and
employees may trade securities, futures and related contracts for their own accounts. Shareholders will not be permitted
to inspect the trading records of such persons or any written policies of the Sponsor related to such trading. A conflict
of interest may exist if their trades are in the same markets and at approximately the same times as the trades for the Fund or
Underlying Funds. A potential conflict also may occur when the Sponsor’s principals trade their accounts more
aggressively or take positions in their accounts which are opposite, or ahead of, the positions taken by the Underlying Funds.
The Sponsor has sole current authority to manage
the investments and operations of the Fund and the Underlying Funds, and this may allow it to act in a way that furthers its own
interests which may create a conflict with your best interests. Shareholders have very limited voting rights with respect
to the Fund, which will limit the ability to influence matters such as amendment of the Trust Agreement, change in the Fund’s
basic investment policies, or dissolution of the Fund or the Trust. Shareholders have no voting rights with respect
to the Underlying Funds.
The Sponsor serves as the Sponsor to the Teucrium
Funds, and may in the future serve as the Sponsor or investment adviser to commodity pools other than the Teucrium Funds. The
Sponsor may have a conflict to the extent that its trading decisions for the Fund may be influenced by the effect they would have
on the other pools it
manages. While the Sponsor will attempt to maintain the
equal allocation of Fund assets among the four Underlying Funds, the Sponsor may have an incentive to purchase shares of or trade
in a particular Underlying Fund relative to the other Underlying Funds.
In addition, the Sponsor may be required to
indemnify the officers and directors of the other pools, if the need for indemnification arises. This potential indemnification
will cause the Sponsor’s assets to decrease. If the Sponsor’s other sources of income are not sufficient
to compensate for the indemnification, it could cease operations, which could in turn result in Fund losses and/or termination
of the Fund.
If the Sponsor acquires knowledge of a potential
transaction or arrangement that may be an opportunity for the Fund or an Underlying Fund, it shall have no duty to offer such opportunity
to the Fund or the Underlying Fund. The Sponsor will not be liable to the Fund or the Shareholders for breach of any
fiduciary or other duty if Sponsor pursues such opportunity or directs it to another person or does not communicate such opportunity
to the Fund or an Underlying Fund. Neither the Fund nor any Shareholder has any rights or obligations by virtue of the
Trust Agreement, the trust relationship created thereby, or this prospectus in such business ventures or the income or profits
derived from such business ventures. The pursuit of such business ventures, even if competitive with the activities
of the Fund or an Underlying Fund, will not be deemed wrongful or improper.
Resolution of Conflicts Procedures
The Trust Agreement provides that whenever a
conflict of interest exists between the Sponsor or any of its Affiliates, on the one hand, and the Trust, any shareholder of a
Trust series, or any other person, on the other hand, the Sponsor shall resolve such conflict of interest, take such action or
provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict,
agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry
practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by
the Sponsor, the resolution, action or terms so made, taken or provided by the Sponsor shall not constitute a breach of the Trust
Agreement or any other agreement contemplated therein or of any duty or obligation of the Sponsor at law or in equity or otherwise.
The Sponsor or any affiliate thereof may engage
in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others,
whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine,
shall not apply to the Sponsor. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement
or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the
Trust, and the Sponsor shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason
of the fact that the Sponsor pursues or acquires for, or directs such opportunity to, another person or does not communicate such
opportunity or information to the Trust. Neither the Trust nor any Shareholder shall have any rights or obligations
by virtue of the Trust Agreement or the trust relationship created thereby in or to such independent ventures or the income or
profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall
not be deemed wrongful or improper. Except to the extent expressly provided in the Trust Agreement, the Sponsor may
engage or be interested in any financial or other transaction with the Trust, the Shareholders or any affiliate of the Trust or
the Shareholders.
Interests of Named Experts and Counsel
The Sponsor has employed Reed Smith LLP to prepare
this prospectus. Neither the law firm nor any other expert hired by the Fund to give advice on the preparation of this
registration statement have been hired on a contingent fee basis. Nor do any of them have any present or future expectation
of interest in the Sponsor, Distributor, Authorized Purchasers, Custodian/Administrator or other service providers to the Fund.
Provisions of Federal and State Securities Laws
This offering is made pursuant to federal and
state securities laws. The SEC and state securities agencies take the position that indemnification of the Sponsor that
arises out of an alleged violation of such laws is prohibited
unless certain conditions are met. Those conditions require
that no indemnification of the Sponsor or any underwriter for the Fund may be made in respect of any losses, liabilities or expenses
arising from or out of an alleged violation of federal or state securities laws unless: (i) there has been a successful
adjudication on the merits of each count involving alleged securities law violations as to the party seeking indemnification and
the court approves the indemnification; (ii) such claim has been dismissed with prejudice on the merits by a court of competent
jurisdiction as to the party seeking indemnification; or (iii) a court of competent jurisdiction approves a settlement of the claims
against the party seeking indemnification and finds that indemnification of the settlement and related costs should be made, provided
that, before seeking such approval, the Sponsor or other indemnitee must apprise the court of the position held by regulatory agencies
against such indemnification.
Books and Records
The Trust keeps its books of record and account
at its office located at 232 Hidden Lake Road, Building A, Brattleboro, Vermont 05301, or at the offices of the Administrator
located at One Wall Street, New York, New York 10286, or such office, including of an administrative agent, as it may subsequently
designate upon notice. The books of account of the Fund are open to inspection by any Shareholder (or any duly constituted
designee of a Shareholder) at all times during the usual business hours of the Fund upon reasonable advance notice to the extent
such access is required under CFTC rules and regulations. In addition, the Trust keeps a copy of the Trust Agreement
on file in its office which will be available for inspection by any Shareholder at all times during its usual business hours upon
reasonable advance notice.
Analysis of Critical Accounting Policies
The Fund’s critical accounting policies
are set forth in the financial statements that are incorporated by reference in this prospectus prepared in accordance with accounting
principles generally accepted in the United States of America, which require the use of certain accounting policies that affect
the amounts reported in these financial statements, including the following: (i) Fund trades are accounted for on a
trade-date basis and marked to market on a daily basis; (ii) the difference between the cost and market value of Commodity Interests
is recorded as “change in unrealized profit/loss” for open (unrealized) contracts, and recorded as “realized
profit/loss” when open positions are closed out; and (iii) earned interest income, as well as the fees and expenses of the
Fund, are recorded on an accrual basis. The Sponsor believes that all relevant accounting assumptions and policies have
been considered.
Statements, Filings, and Reports to Shareholders
The Trust will furnish to DTC Participants for
distribution to Shareholders annual reports (as of the end of each fiscal year) for the Fund as are required to be provided to
Shareholders by the CFTC and the NFA. These annual reports will contain financial statements prepared by the Sponsor and
audited by an independent registered public accounting firm designated by the Sponsor. The Trust will also post monthly reports
to the Fund’s website (
www.teucriumtagsfund.com
). These monthly reports will contain certain unaudited
financial information regarding the Fund, including the Fund’s NAV. The Sponsor will furnish to the Shareholders other
reports or information which the Sponsor, in its discretion, determines to be necessary or appropriate. In addition, under
SEC rules the Trust will be required to file quarterly and annual reports for the Fund with the SEC, which need not be sent to
Shareholders but will be publicly available through the SEC. The Trust will post the same information that would otherwise
be provided in the Trust’s CFTC, NFA and SEC reports on the Fund’s website
www.teucriumtagsfund.com
.
The Sponsor is responsible for the registration
and qualification of the Shares under the federal securities laws, federal commodities laws, and laws of any other jurisdiction
as the Sponsor may select. The Sponsor is responsible for preparing all required reports, but has entered into an agreement
with the Administrator to prepare these reports on the Trust’s behalf.
The accountants’ report on its audit of
the Fund’s financial statements will be furnished by the Trust to Shareholders upon request. The Trust will make such
elections, file such tax returns, and prepare, disseminate and file such tax reports for the Fund, as it is advised by its counsel
or accountants are from time to time required by any applicable statute, rule or regulation.
PricewaterhouseCoopers (“PwC”),
2001 Ross Avenue, Suite 1800, Dallas, Texas 75201-2997, will provide tax information in accordance with applicable U.S. Treasury
Regulations. Persons treated as middlemen for purposes of these regulations may obtain tax information regarding the Fund
from PwC or from the Fund’s website,
www.teucriumtagsfund.com
.
Fiscal Year
The fiscal year of the Fund is the calendar
year.
Governing Law; Consent to Delaware Jurisdiction
The rights of the Sponsor, the Trust, the Fund,
DTC (as registered owner of the Fund’s global certificate for Shares) and the Shareholders are governed by the laws of the
State of Delaware. The Sponsor, the Trust, the Fund and DTC and, by accepting Shares, each DTC Participant and each Shareholder,
consent to the jurisdiction of the courts of the State of Delaware and any federal courts located in Delaware. Such consent
is not required for any person to assert a claim of Delaware jurisdiction over the Sponsor, the Trust or the Fund.
Security Ownership of Principal Shareholders and Management
The following table sets forth shares as
of December 31, 2012, information with respect to each person known to own beneficially more than 5% of the outstanding shares
of the Fund:
|
Name
|
|
Address
|
|
Amount and Nature of
Beneficial Ownership
|
|
Percent of Class
|
|
|
Gray Whale Capital LLC
|
|
Santa Barbara, CA 93101
|
|
2,937 common units
|
|
|
5.87
|
%
|
|
Flow Traders US LLC
|
|
New York, NY 10036
|
|
17,309 common units
|
|
|
34.62%
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth shares as of
August 31, 2012, information with respect to the beneficial ownership of the Fund by Class A members and officers of the Sponsor:
|
Name of Owner
|
|
Amount and Nature of
Beneficial Ownership
|
|
Percent of Fund’s Outstanding Shares
|
|
|
Dale Riker
|
|
200 Shares- Indirect Ownership
|
|
|
0.40
|
%
|
|
|
|
|
|
|
|
|
Legal Matters
Litigation and Claims
Within the past five years of the date of this
prospectus, there have been no material administrative, civil or criminal actions against the Sponsor, the Trust or the Fund, or
any principal or affiliate of any of them. This includes any actions pending, on appeal, concluded, threatened, or otherwise
known to them.
Legal Opinion
Reed Smith LLP has been retained to advise the
Trust and the Sponsor with respect to the Shares being offered hereby and has passed upon the validity of the Shares being issued
hereunder. Reed Smith LLP has also provided the Sponsor with its opinion with respect to federal income tax matters addressed
herein.
Experts
Rothstein Kass, an independent registered
public accounting firm, has audited the financial statements incorporated herein by reference of the Trust and the Sponsor as of
December 31, 2012 and 2011, and of the Fund as of December 31, 2012 and 2011.
Privacy Policy
This Privacy Policy explains the policies of
the Sponsor, a commodity pool operator registered with the Commodity Futures Trading Commission, and (i) the Trust, and (ii) each
commodity pool for which the Sponsor serves as Sponsor currently or in the future including Teucrium Corn Fund, Teucrium WTI Crude
Oil Fund, Teucrium Natural Gas Fund, Teucrium Wheat Fund, Teucrium Sugar Fund, and Teucrium Soybean Fund, and Teucrium Agricultural
Fund (each of which is a series of the Trust), relating to the collection, maintenance, and use of nonpublic personal information
about the Funds’ investors, as required under federal law.
Federal law gives investors the right to limit some but not
all sharing of their nonpublic personal information. Federal law also requires the Sponsor to tell investors how it collects, shares,
and protects such nonpublic personal information. Please read this policy carefully to understand what the Sponsor does.
This
Privacy Policy applies to the nonpublic personal information of investors who are individuals and who obtain financial products
or services from the Sponsor, the Trust, and the Funds primarily for personal, family, or household purposes. This Privacy Policy
applies to both current and former Fund investors; the Sponsor will only disclose nonpublic personal information about former investors
to the same extent as for current investors, as described below.
Collection of Nonpublic Personal Information
The Sponsor may collect or have access to nonpublic
personal information about current and former Fund investors for certain purposes relating to the operation of the Funds. This
information may include information received from investors, such as their name, social security number, telephone number, and
address, and information about investors’ holdings and transactions in shares of the Funds.
Use and Disclosure
of Nonpublic Personal Information
The Sponsor recognizes and respects the privacy
expectation of each of the Funds’ investors. The Sponsor believes that the confidentiality and protection of investors’
nonpublic personal information is one of its fundamental responsibilities. This means, most importantly, that the Sponsor does
not sell nonpublic personal information to any third parties. The Sponsor primarily uses investors’ nonpublic personal information
to complete financial transactions that may be requested. Below are the circumstances in which the Sponsor may disclose investors’
nonpublic personal information to third parties; investors may not opt out of these disclosures:
|
|
·
|
The Sponsor may provide an investor’s nonpublic personal information to non-affiliated service providers involved in servicing and administering products and services for, or on behalf of the Sponsor (
e.g.
, accountants, compliance consultants, legal advisors, broker-dealers, introducing brokers, FCMs, investment companies, investment advisers, commodity trading advisors, commodity pool operators, administrators, and custodians). In all such cases, the Sponsor will provide the third party with only the nonpublic personal information necessary to carry out its assigned responsibilities and only for that purpose.
|
|
|
·
|
The Sponsor will release nonpublic personal information if directed by an investor to do so. The Sponsor may also release nonpublic personal information to persons acting in a fiduciary or representative capacity on behalf of an investor.
|
|
|
·
|
The Sponsor may release an investor’s nonpublic personal information to courts and other parties related to a subpoena or other court, government, or SRO order or process, as authorized by law.
|
|
|
|
|
|
|
·
|
The Sponsor may release an investor’s nonpublic personal information to regulators (including SROs) or governmental entities that have made a reasonable request for such information, as authorized by law.
|
|
|
·
|
The Sponsor may release an investor’s nonpublic personal information to certain governmental entities and others to prevent money laundering, as authorized by law.
|
Investors’ nonpublic personal information, particularly information
about investors’ holdings and transactions in shares of the Funds, may be shared between and amongst the Sponsor and the
Funds.
An investor cannot opt-out of the sharing of nonpublic personal information between and amongst the Sponsor and the Funds.
However, the Sponsor and the Funds will not use this information for any cross-marketing purposes.
In other words, all investors
will be treated as having “opted out” of receiving marketing solicitations from Funds other than the Fund(s) in which
it invests.
Protection of Nonpublic
Personal Information
|
|
·
|
The Sponsor restricts access to investors’ nonpublic personal information only to those employees, agents, and representatives who require that information to provide financial products and services.
|
|
|
·
|
The Sponsor requires all employees, financial professionals, and companies providing services on its behalf to keep investors’ nonpublic personal information confidential.
|
|
|
·
|
Third parties with whom the Sponsor shares investor nonpublic personal information must agree to follow appropriate standards of security and confidentiality, which includes safeguarding such information physically, electronically, and procedurally.
|
|
|
·
|
The Sponsor maintains physical, technical, administrative, and procedural safeguards that comply with federal standards to protect the confidentiality and security of investors’ nonpublic personal information including, where applicable, its disposal.
|
|
|
·
|
Employees, agents, and representatives who have access to shareholder reports or other correspondence containing investors’ nonpublic personal information are required to utilize passwords on all electronic devices used to carry out their professional responsibilities.
|
U.S. Federal Income Tax Considerations
The following discussion summarizes the material
U.S. federal income tax consequences of the purchase, ownership and disposition of Shares of the Fund and the U.S. federal income
tax treatment of the Fund. Except where otherwise noted, this discussion deals only with the U.S. federal income tax consequences
relating to Shares held as capital assets by persons not subject to special tax treatment. For example, it does not address
the tax consequences to (i) dealers in securities, currencies, or commodities, (ii) traders in securities, or dealers or traders
in commodities, that elect to use a mark-to-market method of accounting, (iii) financial institutions, (iv) insurance companies,
(v) persons holding Shares as a part of a position in a “straddle” or as part of a “hedging,” “conversion,”
or other integrated transaction for U.S. federal income tax purposes, or (vi) holders of Shares whose “functional currency”
is not the U.S. dollar. Furthermore, the discussion that follows below is based upon the provisions of the Code, and regulations
(“Treasury Regulations”), rulings, and judicial decisions thereunder as of the date hereof, and such authorities may
be repealed, revoked, or modified (possibly with retroactive effect) so as to result in U.S. federal income tax consequences different
from the consequences discussed below.
The Sponsor has received the opinion of Reed
Smith LLP (“Reed Smith”), counsel to the Trust, that the U.S. federal income tax discussion that follows below is accurate
with respect to the matters discussed. In rendering its opinion, Reed Smith has relied on the facts and assumptions described
in this prospectus as well as certain factual representations made by the Trust and the Sponsor. This opinion is not binding
on the Internal Revenue Service (“IRS”). No rulings have been requested from the IRS with respect to any matter
affecting the Fund or prospective investors. The IRS may disagree with the tax positions taken by the Fund, and, if the IRS
were to challenge the Fund’s tax positions in litigation, they might not be sustained by the courts.
As used herein, the term “U.S. Shareholder”
means a Shareholder that is, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii)
a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof,
(iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust
that (X) is subject to the supervision of a court within the United States and the control of one or more United States persons
as described in section
7701(a)(30) of the Code or (Y) has a valid election in effect under
applicable Treasury Regulations to be treated as a United States person. A “Non-U.S. Shareholder” is a holder
that is not a U.S. Shareholder. If a partnership holds our Shares, the tax treatment of a partner will generally depend
upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our Shares,
you should consult your own tax advisor regarding the tax consequences.
EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT
ITS OWN TAX ADVISOR REGARDING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN SHARES, AS WELL AS ANY APPLICABLE STATE,
LOCAL, OR FOREIGN TAX CONSEQUENCES, IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES.
Tax Classification of the Trust and the
Fund
The Trust is organized and will be operated
as a statutory trust in accordance with the provisions of the Trust Agreement and applicable Delaware law. Notwithstanding
the Trust’s status as a statutory trust and the Fund’s status as a series of that Trust, due to the nature of the Fund’s
activities, the Fund will be classified as a “business entity” rather than as a trust for U.S. federal income tax purposes.
In addition, the trading of Shares on the NYSE Arca will cause the Fund to be classified as a “publicly traded partnership”
for U.S. federal income tax purposes. Under the Code, a publicly traded partnership generally is taxable as a corporation.
In the case of a business entity (such as the Fund) not registered under the Investment Company Act of 1940, however, an exception
to this general rule applies if at least 90% of the entity’s gross income is “qualifying income” for each taxable
year of its existence (the “qualifying income exception”). For this purpose, qualifying income is defined as
including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition
of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity
is the buying and selling of commodities other than as inventory, or futures, forwards, and options with respect to commodities,
“qualifying income” also means income and gains from commodities and from futures, forwards, options, and swaps and
other notional principal contracts with respect to commodities.
The Trust and the Sponsor have made the following
representations (the “Representations”) to Reed Smith:
|
|
·
|
At least 90% of each Underlying Fund’s gross income for each taxable year will constitute “qualifying income” within the meaning of Code section 7704 (as described above);
|
|
|
·
|
Each of the Underlying Funds is classified as a partnership for U.S. federal income tax purposes;
|
|
|
·
|
In addition to holding shares of the Underlying Funds, the only other assets the Fund may hold are residual amounts in Treasury Securities, cash equivalents, and/or cash (generally in interest-bearing accounts);
|
|
|
·
|
At least 90% of the Fund’s gross income for each taxable year will consist of (i) income derived by the Fund with respect to the Fund’s interests in the Underlying Funds, and (ii) interest income;
|
|
|
·
|
The Fund is organized and will be operated in accordance with its governing documents and applicable law; and
|
|
|
·
|
The Fund has not elected, and will not elect, to be classified as a corporation for U.S. federal income tax purposes.
|
Based in part on the Representations, Reed Smith
is of the opinion that, although the matter is not free from doubt, it is more likely than not that (i) at least 90% of the Fund’s
gross income for each taxable year will constitute “qualifying income” within the meaning of Code section 7704 and
(ii) the Fund will be treated as a partnership that it is not taxable as a corporation for U.S. federal income tax purposes. The
Fund’s taxation as a partnership rather than as a corporation will require the Fund to satisfy the requirements of the qualifying
income exception on a continuing basis. No assurances can be given that the Fund will satisfy these requirements for
any given year. Reed Smith will not review the Fund’s ongoing compliance with these requirements and will have
no obligation to advise the Trust, the Fund or the Fund’s Shareholders in the event of any subsequent change in the facts,
representations or applicable law relied upon in reaching its opinion.
If the Fund failed to satisfy the qualifying
income exception in any year, other than a failure that is determined by the IRS to be inadvertent and that is cured within a reasonable
time after discovery (in which case, as a condition of relief, the Fund could be required to pay the government amounts determined
by the IRS), the Fund would be taxable as a corporation for U.S. federal income tax purposes and would pay U.S. federal income
tax on its income at regular corporate rates. In that event, Shareholders would not report their share of the Fund’s
income or loss on their tax returns. Distributions by the Fund (if any) would be treated as ordinary dividend income to the
Shareholders to the extent of the Fund’s current and accumulated earnings and profits. Accordingly, if the Fund were
to be taxable as a corporation, it likely would have a material adverse effect on the economic return from an investment in the
Fund and on the value of the Shares.
The remainder of this summary assumes that the
Fund (and each Underlying Fund) is classified for U.S. federal income tax purposes as a partnership that it is not taxable as a
corporation.
U.S. Shareholders
Tax Consequences of Ownership of Shares
Taxation of the Fund’s Income
. No U.S. federal income tax is paid by the Fund on its income. Instead, the Fund files annual partnership returns,
and each U.S. Shareholder is required to report on its U.S. federal income tax return its allocable share of the income, gain,
loss, deductions, and credits reflected on such returns. The Fund’s income, gain, loss, deduction, or credits will
include its allocable share of those items derived from its interests in the Underlying Funds. If the Fund recognizes income
for a taxable year in the form of interest and/or net capital gains from the cash settlement of Commodity Interests at the level
of an Underlying Fund, Shareholders must report their share of these items even though the Fund makes no distributions of cash
or property during the taxable year. Consequently, a Shareholder may be taxable on income or gain recognized by the Fund
(including the Fund’s allocable share of income or gain derived from the Underlying Funds) but receive no cash distribution
with which to pay the resulting tax liability, or may receive a distribution that is insufficient to pay such tax liability.
Because the Fund currently does not intend to make distributions, it is likely that a U.S. Shareholder that realizes net income
or gain with respect to Shares for a taxable year will be required to pay any resulting tax from sources other than Fund distributions.
Additionally, for taxable years beginning after December 31, 2012, individuals with modified adjusted gross income in excess of
$200,000 ($250,000 in the case of married individuals filing jointly) and certain estates and trusts are subject to an additional
3.8% tax on their “net investment income,” which generally includes net income from interest, dividends, annuities,
royalties, and rents, and net capital gains (other than certain amounts earned from trades or businesses). Also included as income
subject to the additional 3.8% tax is income from businesses involved in the trading of financial instruments or commodities. Shareholders
subject to this provision may be required to pay this 3.8% surtax on interest income and capital gains allocated to them by the
fund.
Monthly Conventions for Allocations of the
Fund’s Profit and Loss and Capital Account Restatements
. Under Code section 704, the determination of a partner’s
distributive share of any item of income, gain, loss, deduction, or credit is governed by the applicable organizational document
unless the allocation provided by such document lacks “substantial economic effect.” An allocation that
lacks substantial economic effect nonetheless will be respected if it is in accordance with the partners’ interests in the
partnership, determined by taking into account all facts and circumstances relating to the economic arrangements among the partners.
Subject to the discussion that follows below concerning certain conventions to be used by the Fund, allocations pursuant to the
Trust Agreement should be considered as having substantial economic effect or being in accordance with Shareholders’ interests
in the Fund.
In situations where a partner’s interest
in a partnership is redeemed or sold during a taxable year, the Code generally requires that partnership tax items for the year
be allocated to the partner using either an interim closing of the books or a daily proration method. The Fund intends to
allocate tax items using an interim closing of the books method under which income, gains, losses, and deductions will be determined
on a monthly basis, taking into account the Fund’s accrued income, deductions, gains, and losses (both realized and unrealized)
for the month. The tax items for each month during a taxable year will then be allocated among the holders of Shares in proportion
to the number of Shares owned by them as of the close of trading on the last trading day of the immediately preceding month (the
“monthly allocation convention”).
Under the monthly allocation convention, an
investor who disposes of a Share during the current month will be treated as disposing of the Share as of the beginning of the
first day of the immediately succeeding month. For example, an investor who buys a Share on April 10 of a year and sells
it on May 20 of the same year will be allocated all of the tax items attributable to May (because it is deemed to hold the Share
through the last day of May) but none of the tax items attributable to April. The tax items attributable to that Share for
April will be allocated to the person who is the actual or deemed holder of the Share as of the close of trading on the last trading
day of March. Under the monthly allocation convention, an investor who purchases and sells a Share during the same month,
and therefore does not hold (and is not deemed to hold) the Share at the close of the last trading day of either that month or
the previous month, will receive no allocations with respect to that Share for any period. Accordingly, investors may not
receive allocations with respect to Shares that they actually held, or they may receive allocations with respect to Shares attributable
to periods that they did not actually hold the Shares. Investors who hold Shares on the last trading day of the first month
of the Fund’s operation will be allocated the tax items for that month, as well as the tax items for the following month,
attributable to the Shares.
Each of the Underlying funds applies an allocation
method for its partnership items that is essentially identical to the monthly allocation convention. Therefore, the amounts allocated
among shareholders by the fund themselves are based on simplifying assumptions and conventions that may not precisely reflect the
fund’s economic income or loss from an investment in the underlying funds.
By investing in Shares, a U.S. Shareholder agrees
that, in the absence of new legislation, regulatory or administrative guidance, or judicial rulings to the contrary, it will file
its U.S. federal income tax returns in a manner that is consistent with the monthly allocation convention as described above and
with the IRS Schedule K-1 or any successor form provided to Shareholders by the Fund or the Trust.
For any month in which a Creation Basket is
issued or a Redemption Basket is redeemed, the Fund will credit or debit the “book” capital accounts of existing Shareholders
with the amount of any unrealized gain or loss, respectively, on Fund assets. For this purpose, unrealized gain or loss will
be computed based on the lowest NAV of the Fund’s assets during the month in which Shares are issued or redeemed, which may
be different than the value of the assets on the date of an issuance or redemption. The capital accounts as adjusted in this
manner will be used in making tax allocations intended to account for differences between the tax basis and fair market value of
the property owned by the Fund at the time new Shares are issued or outstanding Shares are redeemed (so-called “reverse Code
section 704(c) allocations”). The intended effect of these adjustments is to allocate equitably among Shareholders
any unrealized appreciation or depreciation in the Fund’s assets existing at the time of a contribution or redemption for
book and tax purposes.
The Sponsor believes that the application
of the conventions and methods described above is consistent with the intent of the partnership provisions of the Code and that
the resulting allocations should have substantial economic effect or otherwise should be respected as being in accordance with
Shareholders’ interests in the Fund for U.S. federal income tax purposes. The Code and existing Treasury Regulations
do not expressly permit adoption of these conventions, although the monthly allocation convention described above is consistent
with a semi-monthly method permitted under proposed Treasury Regulations, as well as the legislative history for the provisions
that require allocations to appropriately reflect changes in ownership interests. It is possible that the IRS could be successful
in challenging the Fund’s allocation method (or those of the underlying funds) on the ground that they do not satisfy the
technical requirements of the Code or Treasury Regulations, requiring a Shareholder to report a greater or lesser share of items
of income, gain, loss, or deduction than if the conventions were respected. The Sponsor is authorized to revise the Fund’s
methods to conform to the requirements of any future Treasury Regulations.
As noted above, the conventions used by the
Fund in making tax allocations may cause a Shareholder to be allocated more or less income or loss for U.S. federal income tax
purposes than its proportionate share of the economic income or loss realized by the Fund during the period such Shareholder held
its Shares. This mismatch between taxable and economic income or loss in some cases may be temporary, reversing itself in
a later year when the Shares are sold, but could be permanent. For example, a Shareholder could be allocated income accruing
after it sold its Shares, resulting in an increase in the basis of the Shares (see “
Tax Basis of Shares
”,
below). In connection
with the disposition of the Shares, the additional basis might produce
a capital loss the deduction of which may be limited (see “
Limitations on Deductibility of Losses and Certain Expenses
”, below).
Section 754 election.
The Fund
(and each of the Underlying Funds) intends to make (or has made) the election permitted by Code section 754 (a “section 754
election”), which election is irrevocable without the consent of the IRS. The effect of this election is that, when
a secondary market sale of Shares occurs, the Fund adjusts the purchaser’s proportionate share of the tax basis of the Fund’s
assets to fair market value, as reflected in the price paid for the Shares, as if the purchaser had made a direct acquisition of
an interest in the Fund’s assets. The section 754 election is intended to eliminate disparities between a partner’s
basis in its partnership interest and its share of the tax basis of the partnership’s assets, so that the partner’s
allocable share of taxable gain or loss on a disposition of an asset will correspond to the partner’s share of the appreciation
or depreciation in the value of the asset since the partner acquired its interest. Depending on the price paid for Shares
and the tax basis of the Fund’s assets at the time of the purchase, the effect of the section 754 election on a purchaser
of Shares may be favorable or unfavorable. In order to make the appropriate basis adjustments in a cost effective manner,
the Fund will use certain simplifying conventions and assumptions. In particular, the Fund will obtain information regarding
secondary market transactions in its Shares and use this information to make adjustments to the Shareholders’ indirect basis
in Fund assets. It is possible that the IRS could be successful in asserting that the conventions and assumptions applied
are improper and require different basis adjustments to be made, which could adversely affect some Shareholders. If the Fund
acquires shares of an Underlying Fund on the secondary market, the Underlying Fund will adjust the Fund’s share of the tax
basis of the Underlying Fund’s assets using the conventions and assumptions described above.
Section 1256 Contracts
. Under
the Code, special rules apply to instruments constituting “section 1256 contracts.” Section 1256 requires
that such instruments held at the end of a taxable year be treated as if they were sold for their fair market value on the last
business day of the taxable year (
i.e
., “marked to market”). Moreover, any gain or loss realized from
a disposition, termination or marking-to-market of section 1256 contracts is treated as long-term capital gain or loss to the
extent of 60% thereof, and as short-term capital gain or loss to the extent of 40% thereof, without regard to the actual holding
period. The term “section 1256 contract” generally includes, in relevant part: (1) a ”regulated
futures contract,” defined as a contract (a) that is traded on or subject to the rules of a national securities exchange
that is registered with the SEC, a domestic board of trade designated as a contract market by the CFTC, or any other board of
trade or exchange designated by the Secretary of the Treasury (a “qualified board or exchange”), and (b) with respect
to which the amount required to be deposited and the amount that may be withdrawn depends on a system of “marking to market”;
and (2) a non-equity option traded on or subject to the rules of a qualified board or exchange.
Under recently enacted legislation, an interest
rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit
default swap or similar agreement is not a section 1256 contract, even if traded on a qualified board or exchange. Proposed Treasury
Regulations interpreting this amendment to section 1256 provide that a contract constituting a notional principal contract within
the meaning of section 1.446-3 of the Treasury Regulations is not subject to section 1256. The proposed regulations would expand
the definition of notional principal contract under the Code in some respects. These regulations will not become effective
until published in final form.
Many of the Underlying Funds’ Futures
Contracts will qualify as “section 1256 contracts” under the Code, as will some Other Commodity Interests that are
cleared through a qualified board or exchange. Any gain or loss recognized by the Underlying Funds with respect to section
1256 contracts will be allocated to Unitholders in accordance with the monthly allocation convention.
Any gain or loss with respect to other investments
in Commodity Interests will be recognized by the Underlying Fund as short-term capital gain or loss at the end of each calendar
month on a mark-to-market basis (or on a disposition or termination during the month) and allocated to shareholders of the Underlying
Fund (including the Fund) under the monthly allocation convention.
Limitations on Deductibility of Losses and
Certain Expenses
. A number of different provisions of the Code may defer or disallow the deduction of losses or expenses
allocated to Shareholders by the Fund, including but not limited to those described below.
A Shareholder’s deduction of its allocable
share of any loss of the Fund (including its allocable share of any loss of an Underlying Fund) is limited to the lesser of (1)
the tax basis in its Shares or (2) in the case of a Shareholder that is an individual or a closely held corporation, the amount
that the Shareholder is considered to have “at risk” with respect to the Fund’s activities. In general,
the amount at risk will be a Shareholder’s invested capital. Losses in excess of the amount at risk must be deferred
until years in which the Fund generates additional taxable income against which to offset such carryover losses or until additional
capital is placed at risk.
Individuals and other non-corporate taxpayers
are permitted to deduct capital losses only to the extent of their capital gains for the taxable year plus $3,000 of other income.
Unused capital losses can be carried forward and used to offset capital gains in future years. In addition, a non-corporate
taxpayer may elect to carry back net losses on section 1256 contracts to each of the three preceding years and use them to offset
section 1256 contract gains in those years, subject to certain limitations. Corporate taxpayers generally may deduct capital
losses only to the extent of capital gains, subject to special carryback and carryforward rules.
Otherwise deductible expenses incurred by
non-corporate taxpayers constituting “miscellaneous itemized deductions,” generally including investment-related expenses
(other than interest and certain other specified expenses), are deductible only to the extent that they exceed 2% of the taxpayer’s
adjusted gross income for the year. Although the matter is not free from doubt, the Sponsor believes that the expenses of
the Fund (including its allocable share of the expenses of the Underlying Funds) will constitute investment-related expenses subject
to this miscellaneous itemized deduction limitation, rather than expenses incurred in connection with a trade or business, and
the Fund will report these expenses consistent with that interpretation. The Code imposes additional limitations on the amount
of certain itemized deductions allowable to individuals with adjusted gross income in excess of certain amounts by reducing the
otherwise allowable portion of such deductions by an amount equal to the lesser of:
• 3% of the individual’s
adjusted gross income in excess of certain threshold amounts; or
• 80% of the amount of certain
itemized deductions otherwise allowable for the taxable year.
Non-corporate Shareholders generally may deduct
“investment interest expense” only to the extent of their “net investment income.” Investment
interest expense of a Shareholder will generally include any interest accrued by the Fund (or an Underlying Fund) and any interest
paid or accrued on direct borrowings by a Shareholder to purchase or carry its Shares, such as interest with respect to a margin
account. Net investment income generally includes gross income from property held for investment (including “portfolio
income” under the passive loss rules but not, absent an election, long-term capital gains or certain qualifying dividend
income) less deductible expenses other than interest directly connected with the production of investment income.
To the extent that the Fund allocates losses
or expenses to a Shareholder that are deferred or disallowed as a result of the limitations described above or other limitations
in the Code, the Shareholder may be taxed on income in excess of its economic income or distributions (if any) on its Shares.
As one example, a Shareholder could be allocated and required to pay tax on its share of interest income accrued by the Fund for
a particular taxable year and, in the same year, be allocated a share of a capital loss that the Shareholder cannot deduct currently
because it has insufficient capital gains against which to offset the loss. As another example, a Shareholder could be allocated
and required to pay tax on its share of interest income and capital gain for a year, but be unable to deduct some or all of its
share of Fund expenses and/or margin account interest incurred by the Shareholder with respect to its Shares. Each Shareholder
is urged to consult its own professional tax advisor regarding the effect of limitations under the Code on the ability to deduct
its allocable share of the Fund’s losses and expenses.
Tax Basis of Shares
A Shareholder’s tax basis in its Shares
is important in determining (1) the amount of taxable gain or loss that it will realize on the sale or other disposition of its
Shares, (2) the amount of non-taxable distributions that it may receive from the Fund, and (3) its ability to utilize its distributive
share of any losses of the Fund on its tax return. A Shareholder’s initial tax basis of its Shares will equal its cost
for the Shares plus its share of the Fund’s liabilities (if any) at the time of purchase. In general, a Shareholder’s
“share” of the Fund’s liabilities will equal the sum of (i) the entire amount of any otherwise nonrecourse liability
of the Fund as to which the Shareholder or an
affiliate of the Shareholder is the creditor (a “partner nonrecourse
liability”) and (ii) a pro rata share of any nonrecourse liabilities of the Fund that are not partner nonrecourse liabilities
as to any Shareholder. For this purpose, the Fund’s liabilities will include its share of any liabilities of an Underlying
Fund.
A Shareholder’s tax basis in its Shares
generally will be (1) increased by (a) its allocable share of the Fund’s taxable income and gain and (b) any additional contributions
by the Shareholder to the Fund and (2) decreased (but not below zero) by (a) its allocable share of the Fund’s tax deductions
and losses and (b) distributions (if any) by the Fund to the Shareholder. For this purpose, an increase in a Shareholder’s
share of the Fund’s liabilities will be treated as a contribution of cash by the Shareholder to the Fund and a decrease in
that share will be treated as a distribution of cash by the Fund to the Shareholder. Pursuant to certain IRS rulings, a Shareholder
will be required to maintain a single, “unified” basis in all Shares that it owns. As a result, when a Shareholder
that acquired its Shares at different prices sells less than all of its Shares, such Shareholder will not be entitled to specify
particular Shares (
e.g.
, those with a higher basis) as having been sold. Rather, the Shareholder must determine
its gain or loss on the sale by using an “equitable apportionment” method to allocate a portion of its unified basis
in its Shares to the Shares sold.
Treatment of Fund Distributions
.
If the Fund makes non-liquidating distributions to Shareholders, such distributions generally will not be taxable to any particular
Shareholder for U.S. federal income tax purposes except to the extent that the sum of (i) the amount of cash and (ii) the fair
market value of marketable securities distributed exceeds the Shareholder’s adjusted basis of its interest in the Fund immediately
before the distribution. Any cash distributions in excess of a Shareholder’s tax basis generally will be treated as
gain from the sale or exchange of Shares. Similar rules apply to non-liquidating distributions received by the Fund from
an Underlying Fund.
Constructive Termination
. The Fund
(or an Underlying Fund) will be considered to have been terminated for U.S. federal income tax purposes if there is a sale or exchange
of 50% or more of the total interests in its Shares (or in the shares of the Underlying Fund) within a 12-month period. A
termination would result in the closing of the Fund’s (or the Underlying Fund’s) taxable year. In the case of
a Shareholder reporting on a taxable year other than a calendar year, the closing of the Fund’s (or an Underlying Fund’s)
taxable year may result in more than 12 months of taxable income or loss being includable in the Shareholder’s taxable income
for the year of termination. The Fund (or the Underlying Fund) would be required to make new tax elections after a termination.
A termination could result in tax penalties if the Fund (or the Underlying Fund) were unable to determine that the termination
had occurred. Moreover, a termination may accelerate the application of, or subject the Fund (or the Underlying Fund) to,
any tax legislation enacted before the termination.
Tax Consequences of Disposition of Shares
If a Shareholder sells its Shares, it will recognize
gain or loss equal to the difference between the amount realized and its adjusted tax basis for the Shares sold. A Shareholder’s
amount realized will be the sum of the cash or the fair market value of other property received plus its share of any Fund debt
(including an allocable share of any Underlying Fund debt) outstanding.
Gain or loss recognized by a Shareholder on
the sale or exchange of Shares held for more than one year generally will be taxable as long-term capital gain or loss; otherwise,
such gain or loss generally will be taxable as short-term capital gain or loss. A special election is available under the
Treasury Regulations that allows Shareholders to identify and use the actual holding periods for the Shares sold for purposes of
determining whether the gain or loss recognized on a sale of Shares will give rise to long-term or short-term capital gain or loss.
It is expected that most Shareholders will be eligible to elect, and generally will elect, to identify and use the actual holding
period for Shares sold. If a Shareholder fails to make the election or is not able to identify the holding periods of the
Shares sold, the Shareholder may have a split holding period in the Shares sold. Under such circumstances, a Shareholder
will be required to determine its holding period in the Shares sold by first determining the portion of its entire interest in
the Fund that would give rise to long-term capital gain or loss if its entire interest were sold and the portion that would give
rise to short-term capital gain or loss if the entire interest were sold. The Shareholder then would treat each Share sold
as giving rise to long-term capital gain or loss and short-term capital gain or loss in the same proportions as if it had sold
its entire interest in the Fund.
Under Code section 751, a portion of a Shareholder’s
gain or loss from the sale of Shares (regardless of the holding period for such Shares), will be computed separately and taxed
as ordinary income or loss to the extent attributable to “unrealized receivables” or “inventory” owned
by the Fund (or by an Underlying Fund). The term “unrealized receivables” includes, among other things, market
discount bonds and short-term debt instruments to the extent that such items would give rise to ordinary income if sold by the
Fund (or by an Underlying Fund).
If some or all of a Shareholder’s Shares
are lent by its broker or other agent to a third party—for example, for use by the third party in covering a short sale—the
Shareholder may be considered as having made a taxable disposition of the loaned Shares, in which case—
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The Shareholder may recognize taxable gain or loss to the same extent as if it had sold the Shares for cash;
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Any of the income, gain, loss, or deduction allocable to those Shares during the period of the loan is not reportable by the Shareholder for U.S. federal income tax purposes; and
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Any distributions that the Shareholder receives with respect to the Shares under the loan agreement will be fully taxable to the Shareholder, most likely as ordinary income.
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Shareholders desiring to avoid these and other
possible consequences of a deemed disposition of their Shares should consider modifying any applicable brokerage account agreements
to prohibit the lending of their Shares.
Other U.S. Federal Income Tax Matters
Information Reporting.
The
Fund provides tax information to Shareholders and to the IRS. Shareholders are treated as partners for U.S. federal income
tax purposes. Accordingly, the Fund will furnish Shareholders each year with tax information on IRS Schedule K-1 (Form 1065),
which will be used by the Shareholders in completing their tax returns. The IRS has ruled that assignees of partnership interests
that have not been admitted to a partnership as partners but who have the capacity to exercise substantial dominion and control
over the assigned partnership interests will be considered partners for U.S. federal income tax purposes. On the basis of
this ruling, except as otherwise provided herein, the Fund will treat as a Shareholder any person whose shares are held on their
behalf by a broker or other nominee if that person has the right to direct the nominee in the exercise of all substantive rights
attendant to the ownership of the Shares.
Persons who hold an interest in the Fund as
a nominee for another person are required to furnish to the Fund the following information: (1) the name, address, and
taxpayer identification number of the beneficial owner and the nominee; (2) whether the beneficial owner is (a) a person that is
not a U.S. person, (b) a foreign government, an international organization, or any wholly-owned agency or instrumentality of either
of the foregoing, or (c) a tax-exempt entity; (3) the number and a description of Shares acquired or transferred for the beneficial
owner; and (4) certain information including the dates of acquisitions and transfers, means of acquisitions and transfers, and
acquisition cost for purchases, as well as the amount of net proceeds from sales. Brokers and financial institutions are
required to furnish additional information, including whether they are U.S. persons and certain information on Shares that they
acquire, hold, or transfer for their own account. A penalty of $100 per failure, up to a maximum of $1,500,000 per calendar
year, is imposed by the Code for failure to report such information to the Fund. The nominee is required to supply the beneficial
owner of the Shares with the information furnished to the Fund.
Partnership Audit Procedures.
The
IRS may audit the U.S. federal income tax returns filed by the Fund (or by an Underlying Fund). Adjustments resulting from
any such audit may require a Shareholder to adjust a prior year’s tax liability and could result in an audit of the Shareholder’s
own return. Any audit of a Shareholder’s return could result in adjustments of non-partnership items as well as Fund
items. Partnerships generally are treated as separate entities for purposes of U.S. federal income tax audits, judicial review
of administrative adjustments by the IRS, and tax settlement proceedings. The tax treatment of partnership items of income,
gain, loss, and deduction are determined at the partnership level in a unified partnership proceeding rather than in separate proceedings
with the partners. The Code provides for one partner to be designated as the “tax matters partner” and to represent
the partnership at these proceedings. The Trust Agreement appoints the Sponsor as the tax matters partner of the Fund.
Reportable Transaction Rules.
In
certain circumstances, the Code and Treasury Regulations require that the IRS be notified of transactions through a disclosure
statement attached to a taxpayer’s U.S. federal income tax return. These disclosure rules may apply to transactions
irrespective of whether they are structured to achieve particular tax benefits, and they could require disclosure by the Trust
or Shareholders if a Shareholder incurs a loss in excess of a specified threshold from a sale or redemption of its Shares and possibly
in other circumstances. While these rules generally do not require disclosure of a loss recognized on the disposition of
an asset in which the taxpayer has a “qualifying basis” (generally a basis equal to the amount of cash paid by the
taxpayer for such asset), they apply to a loss recognized with respect to interests in a pass-through entity, such as the Shares,
even if the taxpayer’s basis in such interests is equal to the amount of cash that it paid for such interests. In addition,
significant monetary penalties may be imposed in connection with a failure to comply with these reporting requirements. Investors
should consult their own tax advisor concerning the application of these reporting requirements to their specific situation.
Tax-Exempt Organizations.
Subject
to numerous exceptions, qualified retirement plans and individual retirement accounts, charitable organizations, and certain other
organizations that otherwise are exempt from U.S. federal income tax (collectively “exempt organizations”) nonetheless
are subject to the tax on unrelated business taxable income (“UBTI”). Generally, UBTI means the gross income
derived by an exempt organization from a trade or business that it regularly carries on, the conduct of which is not substantially
related to the exercise or performance of its exempt purpose or function, less allowable deductions directly connected with that
trade or business. If the Fund (or an Underlying Fund) were to regularly carry on (directly or indirectly) a trade or business
that is unrelated to the exercise or performance of the exempt purpose or function of an exempt organization Shareholder, then,
in computing its UBTI, that Shareholder would have to include its share of (1) the Fund’s gross income (including the Fund’s
allocable share of the gross income of an Underlying Fund) from the unrelated trade or business, whether or not distributed, and
(2) the Fund’s allowable deductions directly connected with that gross income.
UBTI generally does not include dividends, interest,
payments with respect to securities loans, or gains from the sale of property (other than property held for sale to customers in
the ordinary course of a trade or business). Nonetheless, income on, and gain from the disposition of, “debt-financed
property” is UBTI. Debt-financed property generally is income-producing property (including securities) the use of
which is not substantially related to the exempt organization’s tax-exempt purpose or function, and with respect to which
there is “acquisition indebtedness” at any time during the taxable year (or, if the property was disposed of during
the taxable year, the 12-month period ending with the disposition). Acquisition indebtedness includes debt incurred to acquire
property, debt incurred before the acquisition of property if the debt would not have been incurred but for the acquisition, and
debt incurred subsequent to the acquisition of property if the debt would not have been incurred but for the acquisition and, at
the time of acquisition, the incurrence of debt was foreseeable. The portion of the income from debt-financed property attributable
to acquisition indebtedness is equal to the ratio of the average outstanding principal amount of acquisition indebtedness over
the average adjusted basis of the property for the tax year. The Sponsor currently does not anticipate that the Fund (or
any Underlying Fund) will borrow money to acquire investments; however, it cannot be certain that the Fund (or an Underlying Fund)
will not borrow for such purpose in the future. In addition, an exempt organization Shareholder that incurs acquisition indebtedness
to purchase its Shares in the Fund may have UBTI.
The U.S. federal income tax rate applicable
to an exempt organization Shareholder on its UBTI generally will be either the corporate or trust tax rate, depending upon the
Shareholder’s form of organization. The Fund may report to each such Shareholder information as to the portion, if
any, of the Shareholder’s income and gains from the Fund for any year that will be treated as UBTI; the calculation of that
amount is complex, and there can be no assurance that the Fund’s calculation of UBTI will be accepted by the IRS. An
exempt organization Shareholder will be required to make payments of estimated U.S. federal income tax with respect to its UBTI.
Regulated Investment Companies.
Interests
in and income from “qualified publicly traded partnerships” satisfying certain gross income tests are treated as qualifying
assets and income, respectively, for purposes of determining eligibility for regulated investment company (“RIC”) status.
A RIC may invest up to 25% of its assets in interests in a qualified publicly traded partnership. The determination of whether
a publicly traded partnership
such as the Fund is a qualified publicly traded partnership is made
on an annual basis. The Fund expects to be a qualified publicly traded partnership in each of its taxable years. However,
such qualification is not assured.
Non-U.S. Shareholders
Generally, non-U.S. persons who derive U.S.-source
income or gain from investing or engaging in a U.S. trade or business are taxable on two categories of income. The first
category consists of amounts that are fixed or determinable, annual or periodic income, such as interest, dividends, and rent that
are not connected with the operation of a U.S. trade or business (“FDAP”). The second category is income that
is effectively connected with the conduct of a U.S. trade or business (“ECI”). FDAP income (other than interest
that is considered “portfolio interest,” as discussed below) generally is subject to a 30% U.S. withholding tax, which
may be reduced for certain categories of income by a treaty between the U.S. and the recipient’s country of residence.
In contrast, ECI generally is subject to U.S. federal income tax on a net basis at graduated rates upon the filing of a U.S. federal
income tax return. Where a non-U.S. person has ECI as a result of an investment in a partnership, the ECI is currently subject
to a withholding tax at a rate of 39.6% for individual Shareholders and a rate of 35% for corporate Shareholders. The rate
of withholding on ECI, which is the highest tax rate under Code section 1 for non-corporate Non-U.S. Shareholders and Code section
11(b) for corporate Non-U.S. Shareholders, may increase in future tax years if tax rates increase from their current levels.
Withholding on Allocations and Distributions.
The Code provides that a non-U.S. person who is a partner in a partnership that is engaged in a U.S. trade or business
during a taxable year also will be considered to be engaged in a U.S. trade or business during that year. Classifying an
activity by a partnership as an investment or an operating business is a factual determination. Under certain safe harbors
in the Code, an investment fund whose activities consist of trading in stocks, securities, or commodities for its own account generally
will not be considered to be engaged in a U.S. trade or business unless it is a dealer in such stocks, securities, or commodities.
This safe harbor applies to investments in commodities only if (i) the commodities are of a kind customarily dealt in on an organized
commodity exchange and (ii) the transaction is of a kind customarily consummated at such place. Although the matter is not
free from doubt, in light of the activities currently contemplated for the Fund and each of the Underlying Funds, neither the Fund
nor any Underlying Fund will be engaged in a trade or business within the United States. However, there can be no assurance
that the IRS would not be successful in asserting that the Fund or an Underlying Fund is engaged in a U.S. trade or business.
In the event that the Fund or an Underlying
Fund is considered to be engaged in a U.S. trade or business, the Fund would be required to withhold at the highest rate specified
in Code section 1 (currently 39.6%) on allocations of its ECI (including its allocable share of any ECI of an Underlying Fund)
to non-corporate Non-U.S. Shareholders and the highest rate specified in Code section 11(b) (currently 35%) on allocations of its
ECI (including its allocable share of any ECI of an Underlying Fund) to corporate Non-U.S. Shareholders, when such income is distributed.
A Non-U.S. Shareholder with ECI generally will be required to file a U.S. federal income tax return, and the return will provide
the Non-U.S. Shareholder with the mechanism to seek a refund of any withholding in excess of such Shareholder’s actual U.S.
federal income tax liability.
Even if the Fund and each of the Underlying
Funds did not realize ECI, a Non-U.S. Shareholder nevertheless may be treated as having FDAP income, which would be subject to
a 30% U.S. withholding tax (possibly subject to reduction by treaty), with respect to some or all of its distributions from the
Fund or its allocable share of Fund income (including its allocable share of any FDAP income of an Underlying Fund).
Amounts withheld by the Fund on behalf of a
Non-U.S. Shareholder will be treated as being distributed to such Shareholder to the extent possible. In some cases, the
Fund may not be able to match the economic cost of satisfying its withholding obligations to a particular Non-U.S. Shareholder,
which may result in that cost being borne by the Fund, generally, and accordingly, by all Shareholders proportionately.
To the extent that any interest income allocated
to a Non-U.S. Shareholder that otherwise constitutes FDAP is considered “portfolio interest,” neither the allocation
of such interest income to the Non-U.S. Shareholder nor a subsequent distribution of such interest income to the Non-U.S. Shareholder
will be subject to withholding, provided that the Non-U.S. Shareholder is not otherwise engaged in a trade or business in the U.S.
and provides the Fund with a timely and properly completed and executed IRS Form W-8BEN or other applicable form. In general,
portfolio
interest is interest paid on debt obligations issued in registered
form, unless the recipient owns 10% or more of the voting power of the issuer.
It is expected that most of the Fund’s
interest income (including its allocable share of any interest income of an Underlying Fund) will qualify as portfolio interest.
In order for the Fund to avoid withholding on any interest income allocable to Non-U.S. Shareholders that would qualify as portfolio
interest, it will be necessary for all Non-U.S. Shareholders to provide the Fund with a timely and properly completed and executed
Form W-8BEN (or other applicable form).
Gain from Sale of Shares.
Gain
from the sale or exchange of Shares may be taxable to a Non-U.S. Shareholder if the Non-U.S. Shareholder is a nonresident alien
individual who is present in the U.S. for 183 days or more during the taxable year. In such case, the nonresident alien individual
will be subject to a 30% U.S. withholding tax on the amount of such individual’s gain.
Foreign Account Tax Compliance Act.
Recently enacted legislation that becomes effective after December 31, 2012, generally imposes a 30% U.S. withholding
tax on payments of certain types of income to foreign financial institutions that fail to enter into an agreement with the United
States Treasury to report certain required information with respect to accounts held by U.S. persons (or held by foreign entities
that have U.S. persons as substantial owners). The types of income subject to the tax include U.S.-source interest and dividends
and the gross proceeds from the sale of any property that could produce U.S.-source interest or dividends. The information
required to be reported includes the identity and taxpayer identification number of each account holder that is a U.S. person and
transaction activity within the holder’s account. In addition, subject to certain exceptions, this legislation also
imposes a 30% U.S. withholding tax on payments to foreign entities that are not financial institutions unless the foreign entity
certifies that it does not have a greater than 10% U.S. owner or provides the withholding agent with identifying information on
each greater than 10% U.S. owner. When these provisions become effective, depending on the status of a Non-U.S. Shareholder
and the status of the intermediaries through which it holds Shares, a Non-U.S. Shareholder could be subject to this 30% U.S. withholding
tax with respect to distributions on its Shares and proceeds from the sale of its Shares. Under certain circumstances, a
Non-U.S. Shareholder may be eligible for a refund or credit of such taxes.
Prospective Non-U.S. Shareholders should consult
their own tax advisor regarding these and other tax issues unique to Non-U.S. Shareholders.
Backup Withholding
The Fund may be required to withhold U.S. federal
income tax (“backup withholding”) from payments to: (1) any Shareholder who fails to furnish the Fund with
his, her or its correct taxpayer identification number or a certificate that the Shareholder is exempt from backup withholding,
and (2) any Shareholder with respect to which the IRS notifies the Fund that the Shareholder is subject to backup withholding.
Backup withholding is not an additional tax and may be returned or credited against a taxpayer’s regular U.S. federal income
tax liability if appropriate information is provided to the IRS. The backup withholding rate is the fourth lowest rate applicable
to individuals under Code section 1(c), and may increase in future tax years.
Other Tax Considerations
In addition to U.S. federal income taxes, Shareholders
may be subject to other taxes, such as state and local income taxes, unincorporated business taxes, business franchise taxes, and
estate, inheritance, or intangible taxes that may be imposed by the various jurisdictions in which the Fund does business or owns
property or where the Shareholders reside. Although an analysis of those various taxes is not presented here, each prospective
Shareholder should consider their potential impact on its investment in the Fund. It is each Shareholder’s responsibility
to file the appropriate U.S. federal, state, local, and foreign tax returns. Reed Smith has not provided an opinion concerning
any aspects of state, local, or foreign tax or U.S. federal tax other than those U.S. federal income tax issues discussed herein.
Recently enacted legislation that becomes
effective after December 31, 2012, generally imposes a 30% withholding tax on payments of certain types of income to foreign financial
institutions that fail to enter into an
agreement with the United States Treasury to report certain required
information with respect to accounts held by U.S. persons (or held by foreign entities that have U.S. persons as substantial owners). The
IRS and the Treasury Department have issued final regulations pursuant to which the full implementation of these rules will be
phased in over the next several years, including the obligation to withhold. The types of income subject to the tax include U.S.-source
interest and dividends and the gross proceeds from the sale of any property that could produce U.S.-source interest or dividends. The
information required to be reported includes the identity and taxpayer identification number of each account holder that is a U.S.
person and transaction activity within the holder’s account. In addition, subject to certain exceptions, this
legislation also imposes a 30% withholding tax on payments to foreign entities that are not financial institutions unless the foreign
entity certifies that it does not have a greater than 10% U.S. owner or provides the withholding agent with identifying information
on each greater than 10% U.S. owner. When these provisions become effective, depending on the status of a Non-U.S. Shareholder
and the status of the intermediaries through which it holds Shares, a Non-U.S. Shareholder could be subject to this 30% withholding
tax with respect to distributions on its Shares and proceeds from the sale of its Shares. Under certain circumstances,
a Non-U.S. Shareholder might be eligible for refund or credit of such taxes.
Investment By ERISA Accounts
General
Most employee benefit plans and individual retirement
accounts (“IRAs”) are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
or the Code, or both. This section discusses certain considerations that arise under ERISA and the Code that a fiduciary
of an employee benefit plan as defined in ERISA or a plan as defined in Section 4975 of the Code who has investment discretion
should take into account before deciding to invest the plan’s assets in the Fund. Employee benefit plans under ERISA
and plans under the Code are collectively referred to below as “plans,” and fiduciaries with investment discretion
are referred to below as “plan fiduciaries.”
This summary is based on the provisions of ERISA
and the Code as of the date hereof. This summary is not intended to be complete, but only to address certain questions under
ERISA and the Code likely to be raised by your advisors. The summary does not include state or local law.
Potential plan investors are urged to consult with their own
professional advisors concerning the appropriateness of an investment in the Fund and the manner in which Shares should be purchased.
Special Investment Considerations
Each plan fiduciary must consider the facts
and circumstances that are relevant to an investment in the Fund, including the role that an investment in the Fund would play
in the plan’s overall investment portfolio. Each plan fiduciary, before deciding to invest in the Fund, must be satisfied
that the investment is prudent for the plan, that the investments of the plan are diversified so as to minimize the risk of large
losses, and that an investment in the Fund complies with the terms of the plan.
The Fund and Plan Assets
A regulation issued under ERISA contains rules
for determining when an investment by a plan in an equity interest of a statutory trust will result in the underlying assets of
the statutory trust being deemed plan assets for purposes of ERISA and Section 4975 of the Code. Those rules provide that
assets of a statutory trust will not be plan assets of a plan that purchases an equity interest in the statutory trust if the equity
interest purchased is a publicly-offered security. If the underlying assets of a statutory trust are considered to be assets
of any plan for purposes of ERISA or Section 4975 of the Code, the operations of that trust would be subject to and, in some cases,
limited by the provisions of ERISA and Section 4975 of the Code.
The publicly-offered security exception described
above applies if the equity interest is a security that is:
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(1)
|
freely transferable (determined based on the relevant facts and circumstances);
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(2)
|
part of a class of securities that is widely held (meaning that the class of securities is owned by 100 or more investors independent of the issuer and of each other); and
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(3)
|
either (a) part of a class of securities registered under Section 12(b) or 12(g) of the 1934 Act or (b) sold to the plan as part of a public offering pursuant to an effective registration statement under the 1933 Act and the class of which such security is a part is registered under the 1934 Act within 120 days (or such later time as may be allowed by the SEC) after the end of the fiscal year of the issuer in which the offering of such security occurred.
|
The plan asset regulations under ERISA state
that the determination of whether a security is freely transferable is to be made based on all the relevant facts and circumstances.
In the case of a security that is part of an offering in which the minimum investment is $10,000 or less, the following requirements,
alone or in combination, ordinarily will not affect a finding that the security is freely transferable: (1) a requirement that
no transfer or assignment of the security or rights relating to the security be made that would violate any federal or state law;
and (2) a requirement that no transfer or assignment be made without advance written notice given to the entity that issued the
security.
The Sponsor believes that the conditions described
above are satisfied with respect to the Shares. The Sponsor believes that the Shares therefore constitute publicly-offered
securities, and the underlying assets of the Fund should not be considered to constitute plan assets of any plan that purchases
Shares.
Prohibited Transactions
ERISA and the Code generally prohibit certain
transactions involving a plan and persons who have certain specified relationships to the plan. In general, Shares may not
be purchased with the assets of a plan if the Sponsor, the clearing brokers, the trading advisors (if any), or any of their affiliates,
agents or employees either:
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·
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exercise any discretionary authority or discretionary control with respect to management of the plan;
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·
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exercise any authority or control with respect to management or disposition of the assets of the plan;
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·
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render investment advice for a fee or other compensation, direct or indirect, with respect to any moneys or other property of the plan;
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·
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have any authority or responsibility to render investment advice with respect to any monies or other property of the plan; or
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·
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have any discretionary authority or discretionary responsibility in the administration of the plan.
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Also, a prohibited transaction may occur under
ERISA or the Code when circumstances indicate that (1) the investment in Shares is made or retained for the purpose of avoiding
application of the fiduciary standards of ERISA, (2) the investment in Shares constitutes an arrangement under which the Fund is
expected to engage in transactions that would otherwise be prohibited if entered into directly by the plan purchasing the Shares,
(3) the investing plan, by itself, has the authority or influence to cause the Fund to engage in such transactions, or (4) a person
who is prohibited from transacting with the investing plan may, but only with the aid of certain of its affiliates and the investing
plan, cause the Fund to engage in such transactions with such person.
Special IRA Rules
IRAs are not subject to ERISA’s fiduciary
standards, but are subject to their own rules, including the prohibited transaction rules of Section 4975 of the Code, which generally
mirror ERISA’s prohibited transaction rules. For example, IRAs are subject to special custody rules and must maintain
a qualifying IRA custodial arrangement separate and distinct from the Fund and its custodial arrangement. If a separate qualifying
custodial arrangement is not maintained, an investment in the Shares will be treated as a distribution from the IRA. Second,
IRAs are prohibited from investing in certain commingled investments, and the Sponsor makes no representation
regarding whether an investment in Shares is an inappropriate commingled
investment for an IRA. Third, in applying the prohibited transaction provisions of Section 4975 of the Code, in addition
to the rules summarized above, the individual for whose benefit the IRA is maintained is also treated as the creator of the IRA.
For example, if the owner or beneficiary of an IRA enters into any transaction, arrangement, or agreement involving the assets
of his or her IRA to benefit the IRA owner or beneficiary (or his or her relatives or business affiliates) personally, or with
the understanding that such benefit will occur, directly or indirectly, such transaction could give rise to a prohibited transaction
that is not exempted by any available exemption. Moreover, in the case of an IRA, the consequences of a non-exempt prohibited
transaction are that the IRA’s assets will be treated as if they were distributed, causing immediate taxation of the assets
(including any early distribution penalty tax applicable under Section 72 of the Code), in addition to any other fines or penalties
that may apply.
Exempt Plans
Certain employee benefit plans may be governmental
plans or church plans. Governmental plans and church plans are generally not subject to ERISA, nor do the prohibited transaction
provisions described above apply to them. These plans are, however, subject to prohibitions against certain related-party
transactions under Section 503 of the Code, which are similar to the prohibited transaction rules described above. In addition,
the fiduciary of any governmental or church plan must consider any applicable state or local laws and any restrictions and duties
of common law imposed upon the plan.
No view is expressed as to whether an investment
in the Fund (and any continued investment in the Fund), or the operation and administration of the fund, is appropriate or permissible
for any governmental plan or church plan under Code Section 503, or under any state, county, local or other law relating to that
type of plan.
Allowing an investment in the Fund is not
to be construed as a representation by the Trust, the Fund, the Sponsor, any trading advisor, any clearing broker, the Distributor
or legal counsel or other advisors to such parties or any other party that this investment meets some or all of the relevant legal
requirements with respect to investments by any particular plan or that this investment is appropriate for any such particular
plan. The person with investment discretion should consult with the plan’s attorney and financial advisors as to the
propriety of an investment in the Fund in light of the circumstances of the particular plan, current tax law and ERISA.
INCORPORATION BY REFERENCE OF CERTAIN INFORMATION
We are a reporting company and file annual,
quarterly and current reports and other information with the SEC. The rules of the SEC allow us to incorporate by reference information
that we file with them, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus. This prospectus incorporates by reference the documents
set forth below that have been previously filed with the SEC:
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·
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on March 18, 2013;
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·
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our Current Report on Form 8-K filed with the SEC on April 3, 2013;
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Any statement contained in a document incorporated
by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that
a statement contained in this prospectus or in any other subsequently filed document that also is or is deemed to be incorporated
by reference in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
We will provide to each person to whom a prospectus
is delivered, including any beneficial owner, a copy of these filings at no cost, upon written or oral request at the following
address or telephone number:
Teucrium Agricultural Fund
Attention: Barbara Riker
232 Hidden Lake Road, Building A
Brattleboro, Vermont 05301
(802) 257-1617
Our Internet website is www.teucriumtagsfund.com.
We make our electronic filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to these reports available on our website free of charge as soon as practicable after we file
or furnish them with the SEC. The information contained on our website is not incorporated by reference in this prospectus and
should not be considered a part of this prospectus.
INFORMATION YOU SHOULD KNOW
This prospectus contains information you should
consider when making an investment decision about the Shares. You should rely only on the information contained in this prospectus
or any applicable prospectus supplement. None of the Trust, the Fund or the Sponsor has authorized any person to provide
you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it.
This prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted.
The information contained in this prospectus
was obtained from us and other sources believed by us to be reliable.
You should disregard anything we said in an
earlier document that is inconsistent with what is included in this prospectus or any applicable prospectus supplement. Where
the context requires, when we refer to this “prospectus,” we are referring to this prospectus and (if applicable) the
relevant prospectus supplement.
You should not assume that the information in
this prospectus or any applicable prospectus supplement is current as of any date other than the date on the front page of this
prospectus or the date on the front page of any applicable prospectus supplement.
We include cross references in this prospectus
to captions in these materials where you can find further related discussions. The table of contents tells you where to find
these captions.
WHERE YOU CAN FIND MORE INFORMATION
The Trust has filed on behalf of the Fund a
registration statement on Form S-1 with the SEC under the 1933 Act. This prospectus does not contain all of the information
set forth in the registration statement (including the exhibits to the registration statement), parts of which have been omitted
in accordance with the rules and regulations of the SEC. For further information about the Trust, the Fund or the Shares,
please refer to the registration statement, which you may inspect, without charge, at the public reference facilities of the SEC
at the below address or online at www.sec.gov, or obtain at prescribed rates from the public reference facilities of the SEC at
the below address. Information about the Trust, the Fund and the Shares can also be obtained from the Fund’s website,
which is
www.teucriumtagsfund.com
. The Fund’s website address is only provided here as a convenience
to you and the information contained on or connected to the website is not part of this prospectus or the registration statement
of which this prospectus is part. The Trust is subject to the informational requirements of the 1934 Act and will file certain
reports and other information with the SEC under the 1934 Act. The Sponsor will file an updated prospectus annually for the
Fund pursuant to the 1933 Act. The reports and other information can be inspected at the public reference facilities of the
SEC located at 100 F Street, N.E., Washington, DC 20549 and online at www.sec.gov. You may also obtain copies of such material
from the public reference facilities of the SEC at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. You may
obtain more information concerning the operation of the public reference facilities of the SEC by calling the SEC at 1-800-SEC-0330
or visiting online at
www.sec.gov
.
APPENDIX A
Glossary of Defined Terms
In this prospectus, each of the following terms
have the meanings set forth after such term:
Administrator:
The Bank of New York Mellon
Authorized Purchaser:
One that purchases
or redeems Creation Baskets or Redemption Baskets, respectively, from or to the Fund.
Benchmark
: A weighted average
of the closing settlement prices for three Futures Contracts the daily changes in which each Underlying Fund attempts to track.
Benchmark Component Futures Contracts:
The
three Futures Contracts that at any given time make up an Underlying Fund’s Benchmark.
Business Day:
Any day other than a day
when any of the NYSE Arca, CBOT, ICE, or the New York Stock Exchange is closed for regular trading.
CFTC:
Commodity Futures Trading Commission,
an independent federal agency with the mandate to regulate commodity futures and options in the United States.
Chicago Board of Trade (CBOT):
The primary
exchange on which corn, wheat and soybean Futures Contracts are traded in the U.S. The Fund expressly disclaims any
association with the CBOT or endorsement of the Fund by the CBOT and acknowledges that “CBOT” and “Chicago Board
of Trade” are registered trademarks of such exchange.
Cleared Swap:
A swap
agreement based on corn, wheat, soybeans, sugar or some combination of these commodities that is cleared through a U.S. commodity
exchange or its affiliated provider of clearing services.
Code:
Internal Revenue Code.
Commodity Interests:
Futures Contracts,
Cleared Swaps and Other Commodity Interests.
Commodity Pool:
An enterprise in which
several individuals contribute funds in order to trade futures contracts or options on futures contracts collectively.
Commodity Pool Operator or CPO:
Any person
engaged in a business which is of the nature of an investment trust, syndicate, or similar enterprise, and who, in connection therewith,
solicits, accepts, or receives from others, funds, securities, or property, either directly or through capital contributions, the
sale of stock or other forms of securities, or otherwise, for the purpose of trading in any commodity for future delivery or commodity
option on or subject to the rules of any contract market.
Creation Basket:
A block of 25,000 Shares
used by the Fund to issue Shares.
Custodian:
The Bank of New York Mellon
Distributor
: Foreside Fund
Services, LLC
DTC:
The Depository Trust Company. DTC
will act as the securities depository for the Shares.
DTC Participant:
An entity that has an
account with DTC.
DTEF:
A derivatives transaction execution
facility.
Exchange for Risk:
A privately negotiated
and simultaneous exchange of a futures contract position for a swap or other over-the-counter instrument on the corresponding commodity.
FINRA:
Financial Industry Regulatory
Authority, formerly the National Association of Securities Dealers.
Futures Contracts:
Futures contracts
for corn, wheat, soybeans or sugar that are traded on U.S. or foreign exchanges.
Ice Futures:
The primary exchange on
which Sugar No. 11 Futures Contracts are traded in the U.S. The Fund expressly disclaims any association with ICE Futures or endorsement
of the Fund by ICE Futures and acknowledges that “ICE Futures” and “ICE Futures US” are registered trademarks
of such exchange.
Indirect Participants:
Banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant,
either directly or indirectly.
Limited Liability Company (LLC):
A type
of business ownership combining several features of corporation and partnership structures.
Margin:
The amount of equity required
for an investment in Futures Contracts.
NAV:
Net Asset Value of the Fund.
New York Mercantile Exchange (NYMEX):
An exchange on which Futures Contracts are traded in the U.S. The Fund expressly disclaims any association with the NYMEX or endorsement
of the Fund by the NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are registered
trademarks of such exchange.
NFA:
National Futures Association.
NSCC:
National Securities Clearing Corporation.
1933 Act:
The Securities Act of 1933.
1934 Act:
The Securities Exchange Act
of 1934.
Option:
The right, but not the obligation,
to buy or sell a futures contract or forward contract at a specified price on or before a specified date.
Other Commodity Interests:
Other investments
related to corn, wheat, soybeans, sugar or some combination of these commodities such as cash-settled options on Futures Contracts,
swaps agreements other than Cleared Swaps and forward contracts relating to these commodities, and over-the-counter transactions
that are based on the price of such commodities, Futures Contracts and indices based on the foregoing.
Over-the-Counter Derivative:
A financial
contract, whose value is designed to track the return on stocks, bonds, currencies, commodities, or some other benchmark, that
is traded over-the-counter or off organized exchanges.
Redemption Basket:
A block of 25,000
Shares used by the Fund to redeem Shares.
SEC:
Securities and Exchange Commission.
Secondary Market:
The stock exchanges
and the over-the-counter market. Securities are first issued as a primary offering to the public. When the securities are traded
from that first holder to another, the issues trade in these secondary markets.
Shareholders:
Holders
of Shares.
Shares:
Common units
representing fractional undivided beneficial interests in the Fund.
Sponsor:
Teucrium Trading, LLC, a Delaware
limited liability company, which is registered as a Commodity Pool Operator, who controls the investments and other decisions of
the Fund and the Underlying Funds.
Spot Contract:
A cash market transaction
in which the buyer and seller agree to the immediate purchase and sale of a commodity, usually with a two-day settlement.
Swap Agreement:
An over-the-counter derivative
that generally involves an exchange of a stream of payments between the contracting parties based on a notional amount and a specified
index.
Tracking Error:
Possibility that the
daily NAV of the Fund will not track the Benchmark.
Treasury Securities:
Obligations of the
U.S. government with remaining maturities of 2 years or less.
Trust Agreement:
The Second Amended and
Restated Declaration of Trust and Trust Agreement of the Trust effective as of October 21, 2010.
Underlying Fund:
The
commodity pools in which the Fund invests — specifically, the Teucrium Corn Fund, Teucrium Wheat Fund, Teucrium Soybean Fund
and Teucrium Sugar Fund.
Underlying Fund Average:
An
average of the daily changes in the Underlying Funds’ NAVs, with each Underlying Fund equally weighted at 25%.
Valuation Day:
Any day as of which the
Fund calculates its NAV.
You:
The owner of Shares.
[This page intentionally left blank.]
STATEMENT OF ADDITIONAL INFORMATION
TEUCRIUM AGRICULTURAL FUND
This statement of additional information
is the second part of a two part document. The first part is the Fund’s disclosure document. The disclosure document and
this statement of additional information are bound together, and both parts contain important information. This statement of additional
information should be read in conjunction with the disclosure document. To obtain a copy of the disclosure document without charge,
call the Fund at (802) 257-1617. Before you decide whether to invest, you should read the entire prospectus carefully and consider
the risk factors beginning on page 16.
This statement of additional information
and accompanying disclosure document are both dated April 30, 2013.
TEUCRIUM AGRICULTURAL FUND
TABLE OF CONTENTS
Commodity Market Participants
The two broad classes of persons who trade commodities
are hedgers and speculators. Hedgers include financial institutions that manage or deal in interest rate-sensitive instruments,
foreign currencies or stock portfolios, and commercial market participants, such as farmers and manufacturers, that market or process
commodities. Hedging is a protective procedure designed to effectively lock in prices that would otherwise change due
to an adverse movement in the price of the underlying commodity, for example, the adverse price movement between the time a merchandiser
or processor enters into a contract to buy or sell a raw or processed commodity at a certain price and the time he must perform
the contract. For example, if a hedger contracts to physically sell the commodity at a future date, he may simultaneously
buy a Futures Contract or forward contract for the necessary equivalent quantity of the commodity. At the time for performance
of the physical contract, the hedger may accept delivery under his Futures Contract and sell the commodity quantity as required
by the physical contract or he may buy the actual commodity, sell it under the physical contract and close out his Futures Contract
position by making an offsetting sale.
The Commodity Interest markets enable the hedger
to shift the risk of price fluctuations. The usual objective of the hedger is to protect the profit that he expects
to earn from farming, merchandising, or processing operations rather than to profit from his trading. However, at times
the impetus for a hedge transaction may result in part from speculative objectives and hedgers can end up paying higher prices
than they would have if they did not enter into a Commodity Interest transaction if current market prices are lower than the locked-in
price.
Unlike the hedger, the speculator generally
expects neither to make nor take delivery of the underlying commodity. Instead, the speculator risks his capital with
the hope of making profits from price fluctuations in the commodities. The speculator is, in effect, the risk bearer
who assumes the risks that the hedger seeks to avoid. Speculators rarely make or take delivery of the underlying commodity;
rather they attempt to close out their positions prior to the delivery date. A speculator who takes a long position
generally will make a profit if the price of the underlying commodity goes up and incur a loss if the price of the underlying commodity
goes down, while a speculator who takes a short position generally will make a profit if the price of the underlying commodity
goes down and incur a loss if the price of the underlying commodity goes up.
Regulation
The CFTC possesses exclusive jurisdiction to
regulate the activities of commodity pool operators and has adopted regulations with respect to the activities of those persons
and/or entities. Under the Commodity Exchange Act (“CEA”), a registered commodity pool operator, such as
the Sponsor, is required to make annual filings with the CFTC describing its organization, capital structure, management and controlling
persons. In addition, the CEA authorizes the CFTC to require and review books and records of, and documents prepared
by, registered commodity pool operators. Pursuant to this authority, the CFTC requires commodity pool operators to keep
accurate, current and orderly records for each pool that they operate. The CFTC may suspend the registration of a commodity
pool operator (1) if the CFTC finds that the operator’s trading practices tend to disrupt orderly market conditions, (2)
if any controlling person of the operator is subject to an order of the CFTC denying such person trading privileges on any exchange,
and (3) in certain other circumstances. Suspension, restriction or termination of the Sponsor’s registration as
a commodity pool operator would prevent it, until that registration were to be reinstated, from managing the Fund and the Underlying
Funds, and might result in the termination of the Fund and the Underlying Funds if a successor sponsor is not elected pursuant
to the Trust Agreement. None of the Trust, the Fund or any Underlying Fund is required to be registered with the CFTC
in any capacity.
The CEA requires all FCMs, such as the Underlying
Funds’ clearing broker, to meet and maintain specified fitness and financial requirements, to segregate customer funds from
proprietary funds and account separately for all customers’ funds and positions, and to maintain specified books and records
open to inspection by the staff of the CFTC. The CEA also authorizes the CFTC to regulate FCMs and by their officers
and directors.
The Fund’s investors are afforded prescribed
rights for reparations under the CEA. Investors may also be able to maintain a private right of action for violations
of the CEA. The CFTC has adopted rules implementing the reparation provisions of the CEA, which provide that any person
may file a complaint for a reparations award with
the CFTC for violation of the CEA against
a floor broker or a FCM, introducing broker, commodity trading advisor, commodity pool operator, and their respective associated
persons.
Pursuant to authority in the CEA, the NFA
has been formed and registered with the CFTC as a registered futures association. At the present time, the NFA is the
only self-regulatory organization for commodity interest professionals, other than futures exchanges. The CFTC has delegated
to the NFA responsibility for the registration of commodity pool operators and FCMs and their respective associated persons. The
Sponsor and the Underlying Funds’ clearing broker are members of the NFA. As such, they will be subject to NFA
standards relating to fair trade practices, financial condition and consumer protection. The NFA also arbitrates
disputes between members and their customers and conducts registration and fitness screening of applicants for membership and audits
of its existing members. None of the Trust, the Fund or any Underlying Fund is itself required to become a member of
the NFA.
The regulations of the CFTC and the NFA prohibit
any representation by a person registered with the CFTC or by any member of the NFA that registration with the CFTC, or membership
in the NFA, in any respect indicates that the CFTC or the NFA has approved or endorsed that person or that person’s trading
program or objectives. The registrations and memberships of the parties described in this summary must not be considered
as constituting any such approval or endorsement. Likewise, no futures exchange has given or will give any similar approval
or endorsement.
The regulation of commodity interest trading
in the United States and other countries is an evolving area of the law. The various statements made in this summary
are subject to modification by legislative action and changes in the rules and regulations of the CFTC, the NFA, the futures exchanges,
clearing organizations and other regulatory bodies.
Potential Advantages of Investment
Interest Income
Unlike some alternative investment funds, the
Fund and the Underlying Funds do not borrow money in order to obtain leverage, so the Fund and the Underlying Funds do not incur
any interest expense. Rather, the Fund’s residual cash and the Underlying Funds’ margin deposits and cash
reserves are maintained in Treasury Securities, cash and cash equivalents, and interest is generally earned on available assets,
which include unrealized profits credited to the Underlying Funds’ accounts.
Fund Performance
The following graph sets forth the historical
performance of the Fund from commencement of operations on March 28, 2012 through December 31, 2012.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
PART II
Information Not Required in the Prospectus
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Item 13.
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Other Expenses of Issuance and Distribution
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Set forth below is an estimate (except as indicated)
of the amount of fees and expenses (other than underwriting commissions and discounts) payable by the registrant in connection
with the issuance and distribution of the units pursuant to the prospectus contained in this registration statement.
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Amount
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SEC registration fee (actual)
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|
$
|
580.50
|
|
|
NYSE Arca Listing Fee
|
|
$
|
5,000
|
|
|
FINRA filing fees (actual)
|
|
$
|
1,000
|
|
|
Blue Sky expenses
|
|
|
n/a
|
|
|
Auditor’s fees and expenses
|
|
$
|
20,000
|
|
|
Legal fees and expenses
|
|
$
|
150,000
|
|
|
Printing expenses
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|
$
|
5,000
|
|
|
Miscellaneous expenses
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|
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n/a
|
|
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Total
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|
$
|
181,580.50
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|
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Item 14.
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Indemnification of Directors and Officers
|
The Trust’s Second Amended and Restated
Declaration of Trust and Trust Agreement (the “Trust Agreement”) provides that the Sponsor shall be indemnified by
the Trust (or, by a series of the Trust separately to the extent the matter in question relates to a single series or disproportionately
affects a series in relation to other series) against any losses, judgments, liabilities, expenses and amounts paid in settlement
of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf
of or performing services for the Trust and has determined, in good faith, that such course of conduct was in the best interests
of the Trust and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of the Trust Agreement
on the part of the Sponsor and (ii) any such indemnification will only be recoverable from the applicable trust estate or trust
estates. All rights to indemnification permitted by the Trust Agreement and payment of associated expenses shall not be affected
by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the
Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against
the Sponsor.
Notwithstanding the foregoing, the Sponsor shall
not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state
securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law
violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation,
litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to
the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation
costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds
that indemnification of the settlement and related costs should be made.
Certain officers of the Sponsor are insured
against liability for certain errors or omissions which an officer may incur or that may arise out of his or her capacity as such.
The Trust and its series shall not incur the cost of that portion of any insurance which insures any party against any liability,
the indemnification of which is prohibited by the Trust Agreement.
Expenses incurred in defending a threatened
or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust in advance
of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services
by the Sponsor on behalf of the Trust; (ii) the legal action is initiated by a party other than the Trust; and (iii) the Sponsor
undertakes to repay the
advanced funds with interest to the Trust in cases in which it is not entitled to indemnification under
the Trust Agreement.
For purposes of the indemnification provisions
of the Trust Agreement, the term “Sponsor” includes, in addition to the Sponsor, any other covered person performing
services on behalf of the Trust and acting within the scope of the Sponsor’s authority as set forth in the Trust Agreement.
In the event the Trust is made a party to any
claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection
with any Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Shareholder (or
assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust for all such loss, liability, damage, cost
and expense incurred, including attorneys’ and accountants’ fees.
The payment of any amount pursuant to the Trust
Agreement shall take into account the allocation of liabilities and other amounts, as appropriate, among the series of the Trust.
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Item 15.
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Recent Sales of Unregistered Securities
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On April 1, 2011, the Sponsor made a $100.00
capital contribution to the Fund in exchange for 2 Sponsor’s Shares of the Fund representing a beneficial interest in the
pool.
The above-described transaction was exempt from
registration pursuant to Section 4(2) of the 1933 Act or Regulation D promulgated thereunder as a transaction not involving a public
offering. No general solicitation was made by the Fund, the Trust or any person acting on their behalf; the securities sold are
subject to transfer restrictions and may not be offered or sold absent registration or pursuant to an exemption therefrom.
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Item 16.
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Exhibits and Financial Statement Schedules
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(a)
Exhibits
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3.1
(1)
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Second Amended and Restated Declaration of Trust and Trust Agreement of the registrant.
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3.2
(2)
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Certificate of Trust of the registrant.
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3.3
(3)
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Instrument establishing the Fund.
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5.1
(7)
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Opinion of Reed Smith LLP relating to the legality of the Shares.
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8.1
(7)
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Opinion of Reed Smith LLP with respect to federal income tax consequences.
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10.1
(4)
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Form of Authorized Purchaser Agreement.
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10.2
(6)
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Amended and Restated Distribution Services Agreement.
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10.3
(6)
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Amendment to Amended and Restated Distribution Services Agreement.
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10.4
(6)
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Second Amendment to Amended and Restated Distribution Services Agreement.
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10.3
(5)
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Global Custody Agreement.
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10.4
(5)
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Services Agreement.
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10.5
(5)
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Transfer Agency and Service Agreement.
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23.1
(8)
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Consent of Reed Smith LLP.
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23.2
(8)
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Consent of Independent Registered Public Accounting Firm
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(1)
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Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form S-1 for Teucrium Commodity Trust (File No. 333-162033) filed on October 22, 2010.
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(2)
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Incorporated by reference to Registration Statement on Form S-1 for Teucrium Commodity Trust (File No. 333-162033) filed on September 21, 2009.
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(3)
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Incorporated by reference to the Registration Statement on Form S-1 for Teucrium Commodity Trust (File No. 333-173691) filed on April 25, 2011.
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(4)
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Incorporated by reference to Pre-Effective Amendment No. 1 on Form S-1 for Teucrium Commodity Trust (File No. 333-173691) filed on December 5, 2011.
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(5)
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Incorporated by reference to Pre-Effective Amendment No. 3 on Form S-1 for Teucrium Commodity Trust (File No. 333-162033) filed on March 29, 2010.
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(6)
(7)
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Previously filed as like-numbered exhibit to Current Report on Form
8-K for the Teucrium Corn Fund, filed on November 11, 2011 and incorporated by reference herein.
Incorporate by reference to Post-Effective Amendment No. 2 to
the Registration Statement on Form S-1 for Teucrium Commodity Trust (File No. 333-173691) filed on October 26, 2012.
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(8)
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Filed herewith.
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(b)
Financial Statement Schedules
The financial statement schedules are either
not applicable or the required information is included in the financial statements and footnotes related thereto.
(a) Each undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the 1933 Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement.
(2) That, for the purpose of determining any
liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability
under the 1933 Act to any purchaser:
(i) If the registrant is subject to Rule 430C
(§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to
an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A
(§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is
first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability
of the registrant under the 1933 Act to any purchaser in the initial distribution of the securities: The undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
(ii) Any free writing prospectus relating to
the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer
in the offering made by the undersigned registrant to the purchaser.
(b) Insofar as indemnification for liabilities
arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 to be signed on its behalf
by the undersigned, thereunder duly authorized, in the town of Brattleboro, state of Vermont, on April 11, 2013.
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|
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Teucrium Commodity Trust
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By:
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Teucrium Trading, LLC, Sponsor
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By:
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/s/ Dale Riker
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Name:
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Dale Riker
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Title:
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Principal Executive Officer, Secretary and Member
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the capacities and on the dates as indicated.
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Signature
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Title
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Date
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*
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Sal Gilbertie
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President/Chief Investment Officer/Member of the Sponsor
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|
April 11, 2013
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/s/ Dale Riker
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|
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Dale Riker
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Secretary/Chief Executive Officer/Principal Executive Officer/Member of the Sponsor
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April 11, 2013
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*
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Chief Financial Officer/Chief Accounting Officer/
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|
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Barbara Riker
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Chief Compliance Officer/Principal Financial Officer
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|
April 11, 2013
|
|
|
|
|
|
|
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/s/ Steve Kahler
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|
|
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April 11, 2013
|
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Steve Kahler
|
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Chief Operating Officer
|
|
|
|
|
|
|
|
|
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*
|
|
|
|
|
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Carl N. Miller III
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Member of the Sponsor
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|
April 11, 2013
|
*Signed by Dale Riker pursuant to a power of attorney signed by
each of the persons noted above and filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 for
Teucrium Commodity Trust, No. 333-173691, filed on December 5, 2011.
EXHIBIT INDEX
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23.1
23.2
|
Consent of Reed Smith LLP.
Consent of Independent Registered Public Accounting Firm
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